Exhibit 4.2
PL BRANDS, INC.
INVESTMENT AGREEMENT
In connection with the issuance to the undersigned (hereinafter "Subscriber") of
the number of shares (the "Securities") of common stock, par value $.001 per
share (the "Common Stock") of the PL Brands, Inc., a Delaware corporation (the
"Company"), set forth on the signature page hereof, the Subscriber hereby
confirms and agrees as follows:
1. Representations and Warranties of Subscriber. The Subscriber represents and
warrants to the Company as follows:
(a) The Subscriber understands that the Securities to be acquired have not
been, and will not be, registered under the Securities Act of 1933, as amended
(the "Act"), or the securities laws of any state by reason of a specific
exemption from the registration provisions of the Act and the applicable state
securities laws, the availability of which depends upon among other things, the
bona fide nature of the investment intent and the accuracy of the Subscriber
representations as expressed herein.
(b) Subscriber acknowledges and understands that the Securities are being
acquired for investment purposes and not with a view to distribution or resale,
nor with the intention of selling, transferring or otherwise disposing of all or
any part of the Securities for any particular price, or at any particular time,
or upon the happening of any particular event or circumstances, except selling,
transferring, or disposing the Securities made in full compliance with all
applicable provisions of the Act, the rules and regulations promulgated by the
Securities and Exchange Commission ("SEC") thereunder, and applicable state
securities laws; and that the Securities are not liquid investments. The Company
has no obligation or intention to register the Securities for resale at this
time, nor has the Company made any representations, warranties, or covenants
regarding the registration of the Securities or compliance with Regulation A or
some other exemption under the Act.
(c) The Subscriber acknowledges that the Securities must be held
indefinitely unless subsequently registered under the Act or unless an exemption
from such registration is available. The Subscriber is aware of the provisions
of Rule 144 promulgated under the Act which permit limited resale of Securities
acquired in a private placement subject to the satisfaction of certain
conditions, including, among other things, the existence of a public market for
the Securities, the availability of certain current public information about the
Company, the resale occurring not less than one year after a party has acquired
and paid for the security to be sold, the sale being effected through a
"broker's transaction" or in transactions directly with a "market maker" and the
number of Securities being sold during any three-month period not exceeding
specified limitations. The Subscriber acknowledges that the Subscriber is not
relying on the Company in any way to satisfy the conditions precedent for
limited resale of Securities pursuant to Rule 144 under the Act.
(d) The Subscriber acknowledges that the Subscriber has had the opportunity
to ask questions of, and receive answers from the Company or any person acting
on its behalf concerning
the Company and its business and to obtain any additional information, to the
extent possessed by the Company (or to the extent it could have been required by
the Company without unreasonable effort or expense) necessary to verify the
accuracy of the information received by the Subscriber. In connection therewith,
the Subscriber acknowledges that the Subscriber has had the opportunity to
discuss the Company's business, management and financial affairs with the
Company's management or any person acting on its behalf. The Subscriber has
received all the information, both written and oral, that it desires. Without
limiting the generality of the foregoing, the Subscriber has been furnished with
or has had the opportunity to acquire, and to review, (i) copies of the
Company's publicly available documents, and (ii) all information, both written
and oral, that it desires with respect to the Company's business, management,
financial affairs and prospects, including the proposed acquisition of the
business and assets of Xxx.xxx, Inc. In determining whether to make this
investment, the Subscriber has relied solely on the Subscriber's own knowledge
and understanding of the Company and its business based upon the Subscriber's
own due diligence investigations and the information furnished pursuant to this
paragraph. The Subscriber understands that no person has been authorized to give
any information or to make any representations which were not furnished pursuant
to this paragraph and the Subscriber has not relied on any other representations
or information.
(e) The Subscriber has all requisite legal and other power and authority to
execute and deliver this Investment Agreement and to carry out and perform the
Subscriber's obligations under the terms of this Investment Agreement. This
Investment Agreement constitutes a valid and legally binding obligation of the
Subscriber, enforceable in accordance with its terms, and subject to laws of
general application relating to bankruptcy, insolvency and the relief of
debtors and rules of law governing specific performance, injunctive relief or
other general principals of equity, whether such enforcement is considered in a
proceeding in equity or law.
(f) The Subscriber has not, and will not, incur, directly or indirectly, as
a result of any action taken by the Subscriber, any liability for brokerage or
finders' fees or agents' commissions or any similar charges in connection with
this Investment Agreement.
(g) To the extent the Subscriber deems necessary, the Subscriber has
reviewed with the Subscriber's own tax advisors the federal, state, local and
foreign tax consequences of this investment and the transactions contemplated by
this Investment Agreement. The Subscriber relies solely on such advisors and not
on any statements or representations of the Company or any of its agents. The
Subscriber understands that the Subscriber (and not the Company) shall be
responsible for the Subscriber's own tax liability that may arise as a result of
this investment or the transactions contemplated by this Investment Agreement.
(h) This Investment Agreement does not contain any untrue statement of a
material fact concerning the Subscriber.
(i) There are no actions, suits, proceedings or investigations pending
against the Subscriber or the Subscriber's properties before any court or
governmental agency (nor, to the
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Subscriber's knowledge, is there any threat thereof) which would impair in any
way the Subscriber's ability to enter into and fully perform the Subscriber's
commitments and obligations under this Agreement or the transactions
contemplated hereby.
(j) The execution, delivery and performance of and compliance with this
Investment Agreement, and the issuance of the Securities will not result in any
material violation of, or conflict with, or constitute a material default under,
any of Subscriber's articles of incorporation or bylaws, if applicable, or any
of the Subscriber's material agreements nor result in the creation of any
mortgage, pledge, lien, encumbrance or charge against any of the assets or
properties of the Subscriber or the Securities.
(k) Subscriber acknowledges that the Securities are speculative and involve
a high degree of risk and that the Subscriber can bear the economic risk of the
acquisition of the Securities, including a total loss of his/her/its investment.
(l) The Subscriber recognizes that no federal, state or foreign agency has
recommended or endorsed the acquisition of the Securities.
(m) Subscriber is aware that the Securities are and will be, when issued,
"restricted securities" as that term is defined in Rule 144 of the general rules
and regulations under the Act.
(n) Subscriber understands that any and all certificates representing the
Securities and any and all securities issued in replacement thereof or in
exchange therefor shall bear the following legend, or one substantially similar
thereto, which Subscriber has read and understands:
"The securities represented by this certificate have not been
registered under the Securities Act of 1933. The securities have been
acquired for investment and may not be sold, transferred or assigned
in the absence of an effective registration statement for these
securities under the Securities Act of 1933 or an opinion of the
Company's counsel that registration is not required under said Act."
(o) In addition, the certificates representing the Securities, and any and
all securities issued in replacement thereof or in exchange therefor, shall bear
such legend as may be required by the securities laws of the jurisdiction in
which the Subscriber resides.
(p) Because of the restrictions imposed on resale, Subscriber understands
that the Company shall have the right to note stop-transfer instructions in its
stock transfer records, and Subscriber has been informed of the Company's
intention to do so. Any sales, transfers, or any other dispositions of the
Securities by Subscriber, if any, will be in compliance with the Act.
(q) Subscriber acknowledges that Subscriber has such knowledge and
experience in financial and business matters that he/she/it is capable of
evaluating the merits and risks of an investment in the Securities and of making
an informed investment decision.
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(r) Subscriber represents that (i) Subscriber is able to bear the economic
risks of an investment in the Securities and to afford the complete loss of the
investment; and (ii)(A) Subscriber could be reasonably assumed to have the
capacity to protect his/her/its own interests in connection with this
investment; or (B) Subscriber has a pre-existing personal or business
relationship with either the Company or any affiliate thereof of such duration
and nature as would enable a reasonably prudent investor to be aware of the
character, business acumen and general business and financial circumstances of
the Company or such affiliate and is otherwise personally qualified to evaluate
and assess the risks, nature and other aspects of this investment.
(s) Subscriber further represents that the address set forth below is
his/her principal residence (or, if the Subscriber is a Company, partnership or
other entity, the address of its principal place of business); that Subscriber
is acquiring the Securities for Subscriber's own account and not, in whole or in
part, for the account of any other person; Subscriber is acquiring the
Securities for investment and not with a view to public resale or distribution;
and that Subscriber has not formed any entity for the purpose of acquiring the
Securities.
(t) the Subscriber represents that Subscriber has not received any general
solicitation or general advertising regarding the acquisition of the Securities.
2. Indemnification. The Subscriber agrees to indemnify and hold harmless the
Company, its officers, directors, employees, shareholders and affiliates, and
any person acting on behalf of the Company, from and against any and all damage,
loss, liability, cost and expense (including reasonable attorneys' fees) which
any of them may incur by reason of the failure by the Subscriber to fulfill any
of the terms and conditions of this Investment Agreement, or by reason of any
breach of the representations and warranties made by the Subscriber herein, or
in any other document provided by the Subscriber to the Company. All
representations, warranties and covenants of the Subscriber contained herein
shall survive the acceptance of this investment.
3. Miscellaneous.
(a) The Subscriber has read and has accurately completed this entire
Investment Agreement.
(b) This Investment Agreement shall be enforced, governed and construed in
all respects in accordance with the laws of the State of Delaware.
(c) Subscriber acknowledges that it has been advised to consult with
his/her/its own attorney regarding this investment and Subscriber has done so to
the extent that Subscriber deems appropriate.
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IN WITNESS WHEREOF, the Subscriber has caused this Investment Agreement to
be executed as of the date indicated below.
Individuals:
___________________________________
Number of Shares
___________________________________ _____________________________________
Print or Type Name Print or Type Name
___________________________________ _____________________________________
Signature Signature
___________________________________ _____________________________________
Date Date
___________________________________ _____________________________________
Soc. Sec. No. (if applicable) Soc. Sec. No. (if applicable)
______________________________________________________________________________
Address
______ Joint Tenancy ______ Tenants in Common
Partnerships, Corporations or Other Entities:
__________________________________
Number of Shares
______________________________________________________________________________
Print or Type Name
______________________________________________________________________________
Address
___________________________________ _____________________________________
Taxpayer I.D. No. (if applicable) Date
___________________________________ _____________________________________
Signature Print or Type Name and Indicate
Title or Position with Entity
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