Exhibit 10.6
SUBSCRIPTION AGREEMENT
To: Friday Night Entertainment Corporation
Attention: Xxxxxxx Xxxx, CEO
0000 X. Xx Xxxxx Xxxxxxx
Xxxxx 000
Xxxxxxxxx, Xxxxxxxxxx 00000
Gentlemen:
1. Subscription.
The undersigned (the "Purchaser"), intending to be legally bound,
hereby irrevocably agrees to purchase from Friday Night Entertainment
Corporation, a Nevada Corporation (the "Company"), the number of Shares
set forth on the Signature Page at the end of this subscription
Agreement (the "Agreement") at a purchase price of $5.00 per Share,
upon the terms and conditions hereinafter set forth. This subscription
is submitted to the Company accordance with and subject to the terms
and conditions described in this Agreement and in the Registration
Statement dated , 2004.
The undersigned is delivering (i) the subscription payment made payable
to Friday Night Entertainment Corporation and (ii) two executed copies
of the Signature page at the end of this Agreement to:
FRIDAY NIGHT ENTERTAINMENT CORPORATION
Attention: Xxxxxxx Xxxx, CEO
0000 X. Xx Xxxxx Xxxxxxx
Xxxxx 000
Xxxxxxxxx, Xxxxxxxxxx 00000
The undersigned understands that the Common Stock is being issued
pursuant in connection with the Company's filing of a Registration
Statement with the Securities and Exchange Commission ("SEC") on Form
SB-2 ("Registration Statement") under the Securities Act of 1933, as
amended ("Act"), covering 1,000,000 shares of Common Stock of the
Company, $.001 par value per share.
2. Acceptance of Subscription.
The Offering will be open until but the Company may extend this period
in our discretion for up to an additional 60 days. All subscription funds will
be deposited in a segregated account set up by the Company until the earlier of
time at which the closing for such subscription is held, the rejection of the
subscription or the termination of this Offering. No interest will be paid to
any potential investors on funds deposited in the escrow account. Accordingly,
the Purchaser may lose the use of such Purchaser's funds for the entire duration
of the offering period.
Subject to applicable state securities laws, the Purchaser may not
revoke any subscription that such Purchaser delivers to the Company. However,
the undersigned understands and agrees that the Company, in its sole discretion,
may (i) reject the subscription of any Purchaser, whether or not qualified, in
whole or in, part, and (ii) may withdraw the Offering at any time prior to the
termination of the Offering. The Company shall have no obligation to accept
subscriptions in the order received. This subscription shall become binding only
if accepted by the Company.
3. Prospectus.
The Purchaser hereby acknowledges receipt of a copy of the Prospectus
dated , 2004 (as, the "Prospectus").
4. Representations and Warranties.
4.1. The Company represents and warrants to, and agrees with the
undersigned as follows, in each case as of the date hereof and
in all material respects as of the date of any closing, except
for any changes resulting solely from the Offering:
(a) The Company is duly organized, validly existing and in
good standing under the laws of the jurisdiction of its
incorporation with full power and authority to own, lease,
license and use its properties and assets and to carry out the
business in which it is engaged as described in the
Prospectus. The Company is duly qualified to transact the
business in which it is engaged as described in the Prospectus
and is in good standing as a foreign corporation in every
jurisdiction in which its ownership, leasing, licensing or use
of property or assets or the conduct of its business makes
such qualification necessary, except where the failure to be
so qualified would not have a material adverse effect on the
Company.
(b) At the date of the initial closing, the authorized capital
stock of the Company will consist of 50,000,000 shares of
common stock, par value $.001 per share. At such date, without
taking into account the initial closing, there will be
outstanding no more than 6,395,000 shares of Common Stock,
excluding shares issued in connection with the Offering,
shares issued upon exercise or conversion of options, warrants
or other rights outstanding as of the date of the initial
closing, in accordance with their terms as of such date, which
terms have been described properly in the Prospectus.
Each outstanding share of Common Stock is validly authorized,
validly issued, fully paid and nonassessable, without any
personal liability attaching to the ownership thereof and has
not been issued and is not or will not be owned or held in
violation of any preemptive rights of stockholders. There is
no commitment, plan or arrangement to issue, and no
outstanding option, warrant or other right calling for the
issuance of, any share of capital stock of the Company or any
security or other instrument which by its terms is convertible
into, exercisable for or exchangeable for capital stock of the
Company, except as may be described in the Prospectus. There
is outstanding no security or other instrument which by its
terms is convertible into or exchangeable for capital stock of
the Company, except as may be described in the Prospectus
(c)There is no litigation, arbitration, claim, governmental or
other proceeding (formal or informal), or investigation
pending or, to the best knowledge of the officers of the
Company, threatened with respect to the Company, or any of its
subsidiaries, operations, businesses, properties or assets
except as may be described in the Prospectus or such as
individually or in the aggregate do not now have and could not
reasonably be expected have a material adverse effect upon the
operations, business, properties or assets of the Company.
(d) The Company is not in violation of, or in default with
respect to, any law, rule, regulation, order, judgment or
decree except as may be described in the Prospectus or such as
in the aggregate do not now have and will not in the future
have a material adverse effect upon the operations, business,
properties or assets of the Company; nor is the Company
required to take any action in order to avoid any such
violation or default.
(e) The Company has all requisite power and authority (i) to
execute, deliver and perform its obligations under this
Agreement, and (ii) to issue and sell the shares of Common
Stock in the Offering.
(f) No consent, authorization, approval, order, license,
certificate or permit of or from, or declaration or filing
with, any United States federal, state, local, or other
applicable governmental authority, or any court or any other
tribunal, is required by the Company for the execution,
delivery or performance by the Company of this Agreement or
the issuance and sale of the shares of Common Stock, except
such filings and consents as may be required and have been or
at the initial closing will have been made or obtained under
the laws of the United States federal and state securities
laws.
(g) The execution, delivery and performance of this Agreement
and the issuance of the shares of Common Stock will not
violate or result in a breach of, or entitle any party (with
or without the giving of notice or the passage of time or
both) to terminate or call a default under any agreement or
violate or result in a breach of any term of the Company's
Articles of Incorporation or Bylaws of, or violate any law,
rule, regulation, order, judgment or decree binding upon, the
Company, or to which any of its operations, businesses,
properties or assets are subject, the breach, termination or
violation of which, or default under which, would have a
material adverse effect on the operations, business,
properties or assets of the Company.
(h) The shares of Common Stock issuable in this Offering are
validly authorized and, if and when issued in accordance with
the terms and conditions set forth in the Prospectus and in
this Agreement, will be validly issued, fully paid and
nonassessable without any personal liability attaching to the
ownership thereof, and will not be issued in violation of any
preemptive or other rights of stockholders.
(i) The Prospectus and this Agreement do not contain any
untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to
make the statements therein not misleading. Without limiting
the generality of the foregoing, there has been no material
adverse change in the financial condition, results of
operations, business, properties, assets, liabilities or, to
the knowledge of the Company, future prospects of the Company
from the latest information set forth in the Prospectus.
4.2. The undersigned hereby represents and warrants to, and agrees
with, the Company as follows:
(a) If a natural person, the undersigned is: a bona fide
resident of the state or non-United States jurisdiction
contained in the address set forth on the Signature Page of
this Agreement as the undersigned's home address; at least 21
years of age; and legally competent to execute this Agreement.
If an entity, the undersigned has its principal offices or
principal place of business in the state or non-United States
jurisdiction contained in the address set forth on the
Signature Page of this Agreement, the individual signing on
behalf of the undersigned is duly authorized to execute this
Agreement and this Agreement constitutes the legal, valid and
binding obligation of the undersigned enforceable against the
undersigned in accordance with its terms.
(b) The undersigned has received, read carefully and is
familiar with this Agreement and the Prospectus.
(c) The undersigned is familiar with the Company's business,
plans and financial condition, the terms of the Offering and
any other matters relating to the Offering, the undersigned
has received all materials which have been requested by the
undersigned, has had a reasonable opportunity to ask questions
of the Company and its representatives, and the Company has
answered all inquiries that the undersigned or the
undersigned's representatives have put to it. The undersigned
has had access to all additional information necessary to
verify the accuracy of the information set forth in this
Agreement and the Prospectus and any other materials furnished
herewith, and has taken all the steps necessary to evaluate
the merits and risks of an investment as proposed hereunder.
(d) The undersigned (or the undersigned's purchaser
representative) has such knowledge and experience in finance,
securities, taxation, investments and other business matters
so as to be able to protect the interests of the undersigned
in connection with this transaction, and the undersigned's
investment in the Company hereunder is not material when
compared to the undersigned's total financial capacity.
(e) The undersigned understands the various risks of an
investment in the Company as proposed herein and can afford to
bear such risks, including, without limitation, the risks of
losing the entire investment.
(f) The undersigned acknowledges that no market for the Common
Stock presently exists and none may develop in the future and
that the undersigned may find it impossible to liquidate the
investment at a time when it may be desirable to do so, or at
any other time.
(g) No representation, guarantee or warranty has been made to
the undersigned by any broker, the Company, any of the
officers, directors, stockholders, partners, employees or
agents of either of them, or any other persons, whether
expressly or by implication, that:
(I) the Company or the undersigned will realize any
given percentage of profits and/or amount or type of
consideration, profit or loss as a result of the
Company's activities or the undersigned's investment
in the Company; or (II) the past performance or
experience of the management of the Company, or of
any other person, will in any way indicate the
predictable results of the ownership of the Common
Stock or of the Company's activities.
(h) No oral or written representations have been made other
than as stated in the Prospectus, and no oral or written
information furnished to the undersigned or the undersigned's
advisor(s) in connection with the Offering were in any way
inconsistent with the information stated in the Prospectus.
(i) The undersigned is not subscribing for the Shares as a
result of or subsequent to any advertisement, article, notice
or other communication published in any newspaper, magazine or
similar media or broadcast over television or radio, or
presented at any seminar or meeting, or any solicitation of a
subscription by a person other than a representative of the
Company with which the undersigned had a pre-existing
relationship in connection with investments in securities
generally.
(j) The undersigned is not relying on the Company with respect
to the tax and other economic considerations of an investment.
(k) The undersigned understands that the net proceeds from all
subscriptions paid and accepted pursuant to the Offering
(after deduction for commissions, discounts and expenses of
the Offering) will be used in all material respects for the
purposes set forth in the Prospectus.
(l) Without limiting any of the undersigned's other
representations and warranties hereunder, the undersigned
acknowledges that the undersigned has reviewed and is aware of
the risk factors described in the Prospectus.
(m) The undersigned acknowledges that the representations,
warranties and agreements made by the undersigned herein shall
survive the execution and delivery of this Agreement and the
purchase of the Common Stock.
(n) The undersigned has consulted his own financial, legal and
tax advisors with respect to the economic, legal and tax
consequences of an investment in the Common Stock and has not
relied on the Prospectus or the Company, its officers,
directors or professional advisors for advice as to such
consequences.
5. Indemnification.
The Purchaser understands the meaning and legal consequences of the
representations and warranties contained in Section 4.2, and agrees to indemnify
and hold harmless the Company and each member, officer, employee, agent or
representative thereof against any and all loss, damage or liability due to or
arising out of a breach of any representation or warranty, or breach or failure
to comply with any covenant, of the Purchaser, whether contained in the
Prospectus or this Subscription Agreement. Notwithstanding any of the
representations, warranties, acknowledgments or agreements made herein by the
Purchaser, the Purchaser does not thereby or in any other manner waive any
rights granted to the Purchaser under federal or state securities laws.
6. Provisions of Certain State Laws.
IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING INCLUDING THE
MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED
BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY.
FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY
OR DETERMINED TIE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
7. Additional Information.
The Purchaser hereby acknowledges and agrees that the Company may make
or cause to be made such further inquiry and obtain such additional information
as they may deem appropriate, with regard to the suitability of the undersigned.
8. Irrevocability; Binding Effect.
The Purchaser hereby acknowledges and agrees that the Subscription
hereunder is irrevocable, that the Purchaser is not entitled to cancel,
terminate or revoke this Subscription. Agreement or any agreements of the
undersigned thereunder and that this Subscription Agreement and such other
agreements shall survive the death or disability of the Purchaser and shall be
binding upon and inure to the benefit of the parties and their heirs, executors,
administrators, successors, legal representatives and assigns. If the Purchaser
is more than one person, the obligations of the Purchaser hereunder shall be
joint and several and the agreements, representations, warranties and
acknowledgments herein contained shall be deemed to be made by and be binding
upon each such person and his heirs, executors a legal representatives and
assigns.
9. Modification.
Neither this Subscription Agreement nor any provisions hereof shall be
waived, modified, discharged or terminated except by an instrument in writing
signed by the party against whom any such waiver, modification, discharge or
termination is sought.
10. Notices.
Any notice, demand or other communication which any party hereto may be
required, or may elect, to give to any other party hereunder shall be
sufficiently given if (a) deposited, postage prepaid, in a United States mail
box, stamped registered or certified mail, return receipt requested, addressed
to such address as may be listed on the books of the Company, or (b) delivered
personally at such address.
11. Counterparts.
This Subscription Agreement may be executed through the use of separate
signature pages or in any number of counterparts, and each such counterpart
shall, for all purposes, constitute one agreement binding on all parties,
notwithstanding that all parties are not signatories to the same counterpart.
12. Entire Agreement.
This Subscription Agreement contains the entire agreement of the
parties with respect to the subject matter hereof and there are no
representations, covenants or other agreements except as stated or referred to
herein.
13. Severability.
Each provision of this Subscription Agreement is intended to be
severable from every other provision, and the invalidity or illegality of any
portion hereof shall not affect the validity or legality of the remainder
hereof.
14. Assignability.
This Subscription Agreement is not transferable or assignable by the
Purchaser.
15. Applicable Law.
This Subscription Agreement shall be governed by and construed in
accordance with the laws of the State of Florida as applied to residents of that
State executing contracts wholly to be performed in that State.
16. Choice of Jurisdiction.
The parties agree that any action or proceeding arising, directly,
indirectly or otherwise, in connection with, out of or from this Subscription
Agreement, any breach hereof or any transaction covered hereby shall be resolved
within the County of Los Angeles, City of Los Angeles and State of California.
Accordingly, the parties consent and submit to the jurisdiction of the United
States federal and state courts located within the County, City and State of New
York.
IN WITNESS THEREOF, the undersigned exercises and agrees to be bound by
this Subscription Agreement by executing the Signature Page attached hereto on
the date therein indicated.
REST OF PAGE INTENTIONALLY LEFT BLANK
SUBSCRIPTION AGREEMENT
SIGNATURE PAGE
By executing this Signature Page, the undersigned hereby executes,
adopts and agrees to all terms, conditions and representations of this
Subscription Agreement and acknowledges all requirements are met by the
purchaser to purchase Shares in the Company.
Number of Shares Subscribed at $5.00 per Share:_________________________________
Aggregate Purchase Price: $ ___________________________________________________
Type of ownership: ____________ Individual
____________ Joint Tenants
____________ Tenants by the Entirety
____________ Tenants in Common
____________ Subscribing as Corporation or Partnership
____________ Other
IN WITNESS WHEREOF, the undersigned Purchaser has executed this
Signature Page this __________ day of __________________________ , 2004.
___________________________________ ___________________________________
Exact Name in which Shares are to Exact Name in which Shares are to
be Registered be Registered
___________________________________ ___________________________________
Signature Signature
___________________________________ ___________________________________
Print Name Print Name
___________________________________ ___________________________________
Tax Identification Number: Tax Identification Number
___________________________________ ___________________________________
___________________________________ ___________________________________
___________________________________ ___________________________________
Mailing Address Mailing Address
___________________________________ ___________________________________
Residence Phone Number Residence Phone Number
___________________________________ ___________________________________
Work Phone Number Work Phone Number
___________________________________ ___________________________________
E-Mail Address E-Mail Address
ACCEPTANCE OF SUBSCRIPTION
FRIDAY NIGHT ENTERTAINMENT CORPORATION hereby accepts the subscription of
________________Shares, as of the ____________day of _________________, 2004.
FRIDAY NIGHT ENTERTAINMENT CORPORATION
By: ___________________________________________________________________
Name: ___________________________________________________________________
Title: ___________________________________________________________________
By: ___________________________________________________________________
Name: ___________________________________________________________________
Title: ___________________________________________________________________
