SUBSCRIPTION AGREEMENT Crown Dynamics Corp. a Delaware corporation.
Exhibit
99.1
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a Delaware
corporation.
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The undersigned (sometimes referred to
herein as “Subscriber”) hereby subscribes to purchase the number of shares of
Common Stock (the “Shares”) of Crown Dynamics Corp., a Delaware Corporation (the
“Company”) indicated below in accordance with the terms and conditions of the
Prospectus and any future supplement thereto (the “Prospectus”). The
undersigned understands that, if accepted, its subscription is irrevocable, but that
it may be rejected in the sole discretion of the Company, for any
reason.
In consideration for the acceptance by
the Company of this Subscription Agreement, the Subscriber hereby agrees,
represents and warrants as follows:
1.
Acceptance or Rejection of
Subscription. The
Company shall have the right to accept or reject this subscription in whole or
in part. If rejected, the Subscriber's check and Subscription
Documents (as defined below) shall be promptly returned to the
Subscriber. If accepted, the Subscriber's check will be forwarded
directly to the Company, and the Subscriber's Investor Questionnaire and
Subscription Agreement (collectively referred to herein as the "Subscription
Documents") will be retained by the Company.
2. Closing. If the
Company has not received and accepted subscriptions and the closing date is not
extended in the sole discretion of the Company for up to an additional ninety
(90) days (the "Closing Date"), the Offering will terminate and any unaccepted
investments in the possession of the Company and Subscription Documents shall be
promptly returned to the Subscriber.
3. Agreement to
Indemnify. The Subscriber hereby agrees to indemnify and hold
harmless the Company and all of its directors, officers, agents and employees
from any and all damages, losses, costs and expenses (including reasonable
attorneys' fees) which they may incur (I) by reason of the Subscriber's failure
to fulfill any of the terms and conditions of this Agreement, (ii) by reason of
the Subscriber's breach of any of the Subscriber's representations, warranties
or agreements contained herein or in the Investor Questionnaire, and (iii) with
respect to any and all claims made by or involving any person, other than the
Subscriber, claiming any interest, right, title, power or authority regarding
the Subscriber's purchase of Shares. The Subscriber further agrees
and acknowledges that this indemnification agreement shall survive any sale or
transfer, or attempted sale or transfer, of any portion of the Subscriber's
Shares or upon the Subscriber's death.
4. Representations, Warranties and
Covenants. The Subscriber hereby represents, warrants, and
covenants that:
(i) Subscriber
acknowledges that the Shares are covered by a Prospectus and Registration
Statement on Form S-1 and have been registered under the Securities Act with the
Securities and Exchange Commission.
(ii) Subscriber
(a) has received a copy of the Prospectus and has carefully reviewed and
understands the Prospectus and (b) understands that, except as set forth in the
Prospectus or unless made to investor in writing, no representations or
warranties have been made to the Subscriber by the Company or any of its
officers directors, employees, agents or affiliates, and (c) agrees that,
in connection with the purchase of the Shares, it is not relying upon any
information concerning the Company, other than (i) that contained in this
Prospectus and (ii) on the results of its own independent
investigation.
(iii) Subscriber
understands that (a) no governmental authority has passed upon the accuracy or
completeness of the Prospectus or has made any finding or determination
concerning the appropriateness or suitability of an investment in the Shares and
(b) no governmental authority has recommended or endorsed, or will recommend or
endorse, an investment in the Shares.
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(iv) Subscriber
is acquiring the Shares for Subscriber’s own account and not for the account of
others and for investment purposes only and not with a view to or for the sale,
offer for sale, transfer, assignment, resale or distribution thereof, in whole
or in part.
(v) All
subsequent offers and sales of the Shares by Subscriber shall be made in
compliance with the Securities Act, pursuant to registration under the
Securities Act or pursuant to an exemption from such registration.
(vi) Subscriber
understands that the Shares are being offered and sold to it in reliance on
specific exemptions from the registration requirements of U.S. federal and state
securities laws and that the Company is relying upon the truth and accuracy of
the representations, warranties, agreements acknowledgments and understandings
of Subscriber set forth in the Subscription Agreement and Investor Questionnaire
in order to determine the applicability of such exemptions and the suitability
of Subscriber to acquire the Shares.
(vii) Subscriber
has adequate net worth and means of providing for his current needs and personal
contingencies to sustain a complete loss of his investment in the Shares and has
no need for liquidity in this investment.
(viii) The
Company has made available to Subscriber, its counsel and advisors, if any, the
opportunity to ask questions of, and receive answers from the Company and its
representatives, concerning the terms and conditions of an investment in the
Shares, and has given it access to any requested information, documents,
financial statements, books and records relative to the Company and an
investment in the Shares.
(ix) If
the Subscriber is a corporation, it is duly organized, validly existing and in
good standing under the laws of the jurisdiction of its incorporation, and if
the Subscriber is a partnership or other organization, it is duly organized,
validly existing and in good standing under the laws of its jurisdiction of
organization.
(x) (a)
If the Subscriber is a corporation, the execution, delivery and performance of
this Agreement have been duly authorized by all necessary corporate action, (b)
if the Subscriber is a partnership or other organization, the other governing
documents to enter into this Agreement and to consummate the transactions
contemplated hereby and all necessary consents and approvals required by the
partnership agreement or other governing documents have been obtained, and (c)
for both corporations and partnerships, this Agreement constitutes a legal,
valid and binding obligation of the Subscriber, enforceable against the
Subscriber in accordance with its terms, except to the extent that
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium and similar laws affecting creditors' rights
generally.
(xi) Subscriber
is aware that investing in the Shares is speculative and involves a high degree
of risk and that any right to transfer its Shares in the Company is limited and
restricted by law, and this Subscription Agreement.
(xii) Subscriber
has evaluated the risks of investing in the Shares and has substantial
experience in making investment decisions of this type or is relying on his
advisors or Purchase Representative, if applicable, in making this investment
decision.
(xiii) Subscriber
understands that the shares subject to this Subscription Agreement have been
registered under a Registration Statement on Form S-1, filed with the Securities
and Exchange Commission, and until such Registration Statement has been declared
effective by the Securities and Exchange Commission, a legend may be placed on
any certificate representing the Shares substantially as follows:
“The shares represented by this
certificate have not been registered under the Securities Act of
1933. These shares have been acquired for investment and not for
distribution or resale. They may not be mortgaged, pledged,
hypothecated, or otherwise transferred without an effective registration
statement for such shares under the Securities Act of 1933 or an opinion of
counsel for the corporation that registration is not required under such
Act.”
The foregoing representations,
warranties, and covenants and all other information which the Subscriber has
provided to the Company concerning the Subscriber and the Subscriber's financial
condition (or concerning the entity or organization which the subscriber
represents and its financial condition) are true and accurate as of the date
hereof.
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5. Subscription Agreement Binding on
Heirs, Etc. This Subscription Agreement shall be
binding upon the Subscriber's heirs, successors estate, legal representatives
and assigns, and shall be construed in accordance with the laws of the State of
New York.
6. Execution
Authorized. If this Subscription Agreement and the other
relevant Subscription Documents are executed on behalf of a corporation,
partnership, trust or other entity, the Subscriber has been duly authorized and
empowered legally to represent such entity and to execute this Subscription
Agreement and such Subscription Documents and all other instruments in
connection with the purchase of the Shares, and the Subscriber's signature is
binding upon such entity.
7. Legal Representation/Conflict of
Interest. The Subscriber, by executing this Subscription
Agreement acknowledges, represents and agrees that (a) the Company has retained
legal counsel to represent it in connection with the preparation of this
Subscription Agreement and the Prospectus; (b) such legal counsel has prepared
such documents with a view to the interests of the Company only and has not
undertaken to represent the interest of the Subscriber and that no
attorney-client relationship or fiduciary duty exists between such legal counsel
and the Subscriber, notwithstanding that the Subscriber's investment may pay,
directly or indirectly, for such legal services; (c) the Subscriber has been
advised to have such legal documents reviewed by the Subscriber's own
independent attorney and/or other advisors; and (d) the services performed by
such legal counsel have been limited to the preparation of such documentation at
the request and direction of the Company and such legal counsel has not
undertaken to conduct any investigation whatsoever concerning the facts, risks
or circumstances concerning or relating to the investment and/or the background
or financial qualifications of the Company.
8. Governing Law, and
Venue. This Agreement shall be construed in accordance with,
and governed by, the laws of the State of New York with venue proper in New
York.
9. Definition of
Terms. The terms used herein, if not otherwise defined herein,
shall have the meanings attributed to such terms in the
Prospectus. All pronouns and any variations thereof used herein shall
be deemed to refer to the masculine, feminine, neuter, singular or plural as the
identity of the person or persons herein may require.
10. Number of
Shares. The undersigned hereby subscribes for Shares as
follows:
________ $0.03 per
share
All
checks should be made payable to: “Crown Dynamics Corp.”
11. Taxpayer Identification Number
Certification.
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Social
Security or Tax I.D. No.
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Social
Security or Tax I.D. No.
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I declare that the number shown in this
Subscription Agreement is my correct taxpayer identification number and/or
social security number (or I am waiting for a number to be issued to me), that I
have read and understood the foregoing documents, and that I desire to purchase
the shares herein under the terms set forth in this Subscription
Agreement.
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Signature
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Signature
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Date
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Date
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3
TYPE
OF OWNERSHIP (Check one)
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9 INDIVIDUAL
INDIVIDUAL OWNERSHIP
(One signature
required)
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9 COMMUNITY
PROPERTY
(one
signature required if interest held in one name, i.e., managing spouse;
two signatures required if interest held in both names)
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9 JOINT
TENANTS WITH RIGHT OF SURVIVORSHIP
(both or all parties
must sign)
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9 CORPORATION
(Please
include certified Corporate Resolution authorizing
signature)
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9 PARTNERSHIP
(Please
include a copy of the Statement of Partnership Agreement authorizing
signature)
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9 TRUST
(Please
include a copy of the Trust
Agreement)
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_________________________________________________________
[Please
print above the exact name(s) in which the Convertible is to be
held]
IN WITNESS WHEREOF, the
undersigned has executed this Subscription Agreement this _____ day of
________________, 2010.
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Subscriber
#1 Signature
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Subscriber
#2 Signature
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Subscriber
#1 Print or Type Name and
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Subscriber
#2 Print or Type Name and
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Title
(if applicable)
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Title
(if applicable)
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Telephone
Number
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Telephone
Number
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Xxxxxx
Xxxxxxx
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Xxxxxx
Xxxxxxx
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Xxxx
Xxxxx Xxx
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Xxxx Xxxxx Zip
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SUBSCRIPTION
ACCEPTED:
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By:
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Authorized
Officer
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Dated:
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