The following form of Securities Purchase Agreement was entered into with
the following on April 14, 1999:
Clanstar International Ltd.
Xxxxxx, Xxxxxx
Xxxxxx, Xxxx
Xxxx Xxxxxx Pacific Trust
Company (BVI) Ltd. as
Trustees of the Renascence Trust
IFIGA Company
Xxxxx, Xxxxxxx
The Orbiter Fund, Ltd.
ARNGRE, INC.
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Securities Purchase Agreement
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Shares of Common Stock
offered at $1.00 per share
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April 14, 1999
FORM OF
SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT (the "Agreement") is entered into as of
the day and year appearing on the signature page hereof by and between Arngre,
Inc., a Florida corporation ("Arngre" or the "Company"), and the investor whose
name appears at the end of this Agreement (the "Purchaser").
R E C I T A L S:
In order to obtain capital to fund a joint venture to be engaged in the
silver mining business in Mexico, the Company wishes to issue, and the Purchaser
wishes to purchase shares of the Company's common stock, $.001 par value per
share (the "Common Stock").
NOW, THEREFORE, in consideration of the premises hereof and the agreements
set forth herein below, the parties hereto hereby agree as follows:
1. Sale and Purchase of Shares.
(a) Subject to the terms and conditions hereof, on the date of the
Closing, as defined in Section 3 hereof, the Company agrees to issue and sell,
and the Purchaser agrees to purchase, that number of shares of Common Stock as
are indicated on the last page of this Agreement at a purchase price of $1.00
per share (the "Shares"). Generally, the Company will not accept subscriptions
for less than $25,000, although the Company reserves the right to consider
subscriptions for lesser amounts in its sole discretion.
(b) Restricted Securities. The shares of Common Stock of the Company
that are being offered hereby are "restricted securities" as that term is
defined under Rule 144 of the Securities Act of 1933, as amended (the "Act"),
and, accordingly, may not be offered for sale or sold or otherwise transferred
in a transaction which would constitute a sale thereof within the meaning of the
Act unless: (i) such security has been registered for sale under the Act and
registered or qualified under applicable state securities laws relating to the
offer and sale of securities; or (ii) exemptions from the registration
requirements of the Act and the registration or qualification requirements of
all such state securities laws are available and the Company shall have received
an opinion of counsel that the proposed sale or other disposition of such
securities may be effected without registration under the Act and would not
result in any violation of any applicable state securities laws relating to the
registration or qualification of securities for sale, such counsel and such
opinion to be satisfactory to the Company. As restricted securities, the resale
of the shares of Common Stock is subject to significant restrictions upon
resale. See Section 7 hereafter, "Understanding of Investment Risks."
(c) Voting Rights; Dividends. Holders of Common Stock of the Company
have equal rights to receive dividends when, as, and if declared by the Board of
Directors out of funds legally available therefor. Holders of Common Stock of
the Company have one vote for each share held of record and do not have
cumulative voting rights.
(d) Liquidation; Redemption. Holders of Common Stock of the Company are
entitled upon liquidation of the Company to share ratably in the net assets
available for distribution, subject to the rights, if any of holders of any
preferred stock of the Company then outstanding. Shares of Common Stock of the
Company are not redeemable and have no preemptive or similar rights. All
outstanding shares of common stock of the Company are fully paid and
nonassessable.
2. Shares Offered in a Private Placement Transaction.
(a) The Shares offered by this Securities Purchase Agreement are to be
offered as part of a private placement transaction pursuant to Section 4(2) and
Rule 506 of Regulation D of the Act (the "Offering") by the Company on a "best
efforts" basis of up to 14,500,000 shares of Common Stock to be offered to a
number of sophisticated and accredited investors. Accordingly, as of the date
hereof, there can be no assurances as to the number of shares of Common Stock
that will be sold in the Offering. The Company reserves the right to increase
the number of shares of Common Stock sold without notice to or consent of the
subscribers or existing Company stockholders.
(b) The shares of Common Stock are being offered to a limited number of
accredited and other sophisticated investors by the Company directly, without
sales commission.
(c) The purchase price ("Purchase Price") per share of Common Stock is
$1.00 payable in cash upon subscription and the minimum number of shares which a
Subscriber may purchase will generally be no less than 25,000 Shares (reflecting
a total purchase price of $25,000.00), although the Company may, in its sole
discretion, accept subscriptions for a smaller number of shares.
(d) The Offering will generally be maintained by the Company until the
earlier of: (i) the sale of all of the shares of Common Stock offered pursuant
to such Securities Purchase Agreements (or such greater number of shares as the
Company elects to offer); or (ii) such date that the Company chooses to
terminate the Offering (hereinafter the "Offering Period").
(e) The Company is concurrently offering up to 2,000,000 Units in a
private placement at a purchase price of $.008 per Unit (the "Concurrent
Offering"), each Unit consisting of one (1) share of Common Stock and a
five-year warrant to purchase one (1) share of Common Stock at an exercise price
of $4.00. The proceeds of this Offering and the Concurrent Offering are intended
to satisfy the Company's obligation to pay the $25,000 Subscription Payment (as
such term is hereinafter defined).
3. Binding Effect of Securities Purchase Agreement; The Closing.
(a) This Securities Purchase Agreement shall not be binding on the
Company unless and until the Company has accepted the offer represented by an
executed signature page at the end hereof. The Company may accept or reject this
Securities Purchase Agreement in the
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Company's sole discretion, if the Purchaser does not meet the suitability
standards established herein or for any other reason. In the event the Company
rejects this Agreement, the Purchaser's funds will be promptly returned without
deduction of any costs and without interest.
(b) The closing of the purchase and sale of the Shares hereunder (the
"Closing") shall occur concurrently upon acceptance by the Company of this
Securities Purchase Agreement and deposit with the Company of funds representing
the Purchase Price. Notwithstanding the above, the Company reserves the right to
reject a subscription within ten (10) days of receipt of the Purchase Price
should the Company determine during that period that the Purchaser does not
satisfy the subscriber qualifications or suitability standards established
hereafter.
4. Deliveries by the Company. Within ten (10) days after the Closing,
the Company shall deliver to the Purchaser a stock certificate bearing
applicable restrictive legends, duly executed by the appropriate officer (s) and
registered in Purchaser's name or its nominee.
5. Description of the Company - Possible Joint Venture Agreement.
The Company is currently inactive with no material assets or
liabilities, but has identified a joint venture business opportunity in the
silver business in Mexico. Under the proposed joint venture arrangement, the
Company would subscribe for shares of International Capri Resources, S.A. de
C.V., a Mexican company ("ICRM") representing a 60% ownership interest of ICRM.
ICRM has secured the rights to purchase exclusive royalty-free exploration
and/or exploitation concessions in five properties (the "Properties") located in
Mexico that may be silver producing. The Company, along with other shareholders
of ICRM, have agreed to combine resources to provide the short-term funding
necessary for ICRM to acquire and develop the Properties.
It is anticipated that ICRM will require expenditures of approximately
$750,000 in the short-term in order to purchase and initially develop the
Properties. Under a draft joint venture and subscription agreement, the first
$250,000 of development costs will be funded by another ICRM shareholder.
Following a $25,000 subscription payment for ICRM shares of common stock (the
"Subscription Payment"), the Company has agreed to advance the next $500,000 in
development costs in four monthly consecutive installment payments of $125,000
each. In the event that these installment payments are not made in a timely
fashion and upon the occurrence of certain other conditions, the Company's
equity interest in ICRM will be reduced.
Although management is confident that the joint venture will be
effectuated, there can be no assurances to this effect, particularly since the
following conditions remain to be satisfied: (i) the execution of a definitive
joint venture and subscription agreement acceptable to all parties; and (ii) the
Company's completion of a due diligence review of the joint venture and ICRM.
The Company plans to reincorporate into the State of Delaware and change
its name to "Silver King Resources, Inc." as quickly as practicable.
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The Company's share capitalization as of the date hereof consists of
50,000,000 authorized shares of common stock, of which 1,000,000 are issued and
outstanding as of the date of this Agreement. Assuming that all 14,500,000
shares of Common Stock offered in the Offering and all 2,000,000 Units offering
in the Concurrent Offering are sold, the Company will have 17,500,000 shares
outstanding and the 14,500,000 shares of Common Stock will represent
approximately 82.8% of the total issued and outstanding shares at such time.
Xxxxxxx X. Xxxxxxxxxx is currently serving as the Company's sole officer
and director; however, upon the Company's subscription of shares of ICRM, it is
anticipated that Xx. Xxxxxxxxxx will be replaced and/or additional officers
and/or directors will be nominated to manage the Company's interest in the ICRM
joint venture project. Such other individuals have not yet been identified.
6. Representations and Warranties of the Purchaser. The Purchaser
represents and warrants to the Company as follows:
(a) Accredited Investor. The Purchaser has such knowledge and experience
in business and financial matters such that the Purchaser is capable of
evaluating the merits and risks of purchasing the Shares. The Purchaser is an
"accredited investor" as that term is defined in Rule 501 of Regulation D of the
Act and represents that he satisfies the suitability standards identified in
Section 9 hereof;
(b) Loss of Investment. The Purchaser's (i) overall commitment to
investments which are not readily marketable is not disproportionate to his net
worth; (ii) investment in the Company will not cause such overall commitment to
become excessive; (iii) can afford to bear the loss of his entire investment in
the Company; and (iv) has adequate means of providing for his current needs and
personal contingencies and has no need for liquidity in his investment in the
Company;
(c) Special Suitability. The Purchaser satisfies any special suitability
or other applicable requirements of his state of residence and/or the state in
which the transaction by which the Shares are purchased occurs;
(d) Investment Intent.
(i) the Purchaser hereby acknowledges that the Purchaser has been
advised that this offering has not been registered with, or reviewed by, the
Securities and Exchange Commission ("SEC") because this offering is intended to
be a non-public offering pursuant to Section 4(2) and Rule 506 of Regulation D
of the Act. The Purchaser represents that the Shares are being purchased for the
Purchaser's own account and not on behalf of any other person, for investment
purposes only and not with a view towards distribution or resale to others. The
Purchaser agrees that the Purchaser will not attempt to sell, transfer, assign,
pledge or otherwise dispose of all or any portion of the Shares unless they are
registered under the Act or unless in the opinion of counsel an exemption from
such registration is available, such counsel and such opinion to be satisfactory
to the Company. The Purchaser understands that the Shares
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have not been registered under the Act by reason of a claimed exemption under
the provisions of the Act which depends, in part, upon the Purchaser's
investment intention; and
(ii) the Shares and any certificates issued in replacement therefor
shall bear the following legend, in addition to any other legend required by law
or otherwise:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN TAKEN BY
THE REGISTERED OWNER FOR INVESTMENT, AND WITHOUT A VIEW TO
RESALE OR DISTRIBUTION THEREOF, AND MAY NOT BE TRANSFERRED OR
DISPOSED OF WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE
ISSUER THAT SUCH TRANSFER OR DISPOSITION DOES NOT VIOLATE THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE RULES AND
REGULATIONS THEREUNDER."
(e) State Securities Laws. The Purchaser understands that no securities
administrator of any state has made any finding or determination relating to the
fairness of this investment and that no securities administrator of any state
has recommended or endorsed, or will recommend or endorse, the offering of the
Shares;
(f) Authority; Power; No Conflict. The execution, delivery and
performance by the Purchaser of the Agreement are within the powers of the
Purchaser, have been duly authorized and will not constitute or result in a
breach or default under, or conflict with, any order, ruling or regulation of
any court or other tribunal or of any governmental commission or agency, or any
agreement or other undertaking, to which the Purchaser is a party or by which
the Purchaser is bound, and, if the Purchaser is not an individual, will not
violate any provision of the charter documents, By-Laws, indenture of trust or
partnership agreement, as applicable, of the Purchaser. The signatures on the
Agreement are genuine, and the signatory, if the Purchaser is an individual, has
legal competence and capacity to execute the same, or, if the Purchaser is not
an individual, the signatory has been duly authorized to execute the same; and
the Agreement constitutes the legal, valid and binding obligations of the
Purchaser, enforceable in accordance with its terms;
(g) No General Solicitation. The Purchaser acknowledges that no general
solicitation or general advertising (including communications published in any
newspaper, magazine or other broadcast) has been received by him and that no
public solicitation or advertisement with respect to the offering of the Shares
has been made to him;
(h) Advice of Tax and Legal Advisors. The Purchaser has relied solely
upon the advice of its own tax and legal advisors with respect to the tax and
other legal aspects of this investment; and
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(i) Access to Information. The Purchaser has had access to all material
and relevant information concerning the Company, its management, financial
condition, capitalization, market information, properties and prospects
necessary to enable Purchaser to make an informed investment decision with
respect to its investment in the Shares. Purchaser has carefully read and
reviewed, and is familiar with and understands the contents thereof and hereof,
including, without limitation, the risk factors described in this Agreement. See
"Understanding of Investment Risks." Purchaser acknowledges that it has had the
opportunity to ask questions of and receive answers from, and to obtain
additional information from, representatives of the Company concerning the terms
and conditions of the acquisition of the Shares and the present and proposed
business and financial condition of the Company, and has had all such questions
answered to its satisfaction and has been supplied all information requested.
7. Understanding of Investment Risks. An investment in the Shares should
not be made by a Purchaser who cannot afford the loss of its entire Purchase
Price. The Purchaser acknowledges that the Shares offered hereby have not been
approved or disapproved by the Securities and Exchange Commission, or any state
securities commissions, nor has the Securities and Exchange Commission or any
state securities commission passed upon the adequacy or accuracy of this
Securities Purchase Agreement or any exhibit hereto. An investment in the Shares
should not be made until the Purchaser has considered the following risk
factors:
(a) Risks related to Joint Venture - Company may remain inactive. The
Company is presently an inactive shell that has undertaken no operations since
inception and has no material assets. Although management intends to utilize the
net proceeds from the Offering of the Shares to fund the proposed ICRM joint
venture, there can be no assurance that the joint venture will be completed or
that if it is completed, that it will be successful. If the joint venture is not
completed, management will use its best efforts to identify another suitable
business opportunity. There can be no assurances, however, if and when a
suitable business opportunity will be identified. The purchase price for the
Shares will not be returned to the subscribers in the event the joint venture is
not completed; rather, management will use these proceeds to apply towards the
expenses of a business opportunity in the future.
(b) Arbitrary Offering Price. The price of the Shares offered hereby has
been arbitrarily determined by the Company without the benefit of an
arm's-length negotiation and is not based upon generally-recognized criteria,
such as earnings, price per share, net book value, etc. There can be no
assurances that the offering price is representative of the actual value of the
Shares.
(c) Dividends. The payment of dividends by the Company is not
contemplated in the foreseeable future. Earnings, if any, are expected to be
retained to finance and develop the business of the ICRM joint venture.
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(d) Registration Rights; Restrictions Upon Resale. The Shares have not
been registered under the Act or any state securities or blue-sky law and
subscribers may not sell or otherwise transfer such securities except pursuant
to registration under the Act and any applicable state securities laws or
exemptions therefrom. Because of such restrictions, a subscriber for the Shares
must bear the economic risks of such investment for an indefinite period of
time.
(e) No Public Market. Although the Company's Common Stock is eligible
for trading on the OTC Electronic Bulletin Board, there is currently no public
trading market for the Common Stock. There can be no assurances that a regular
trading market will ever develop for the Common Stock of the Company.
(f) Undesignated Management. Upon the Company's subscription to shares
of common stock of ICRM, the Company may retain new management. At this time, no
such persons have been identified for such positions.
(g) Additional Dilution. In order to raise capital to satisfy the
Company's obligation to fund $500,000 of the development costs of the ICRM joint
venture, the Company anticipates offering additional shares of its Common Stock
or other securities convertible into Common Stock. There can be no assurances
that such future offerings will raise capital sufficient for that purpose. In
addition, any future offerings may have a significantly dilutive effect on the
Purchaser's interest in the Company.
8. Representations and Warranties of the Company. The Company hereby
represents and warrants to Purchaser as follows:
(a) Organization and Standing of the Company. The Company is a duly
organized and validly existing corporation in good standing under the laws of
the State of Florida with adequate power and authority to conduct the business
in which it is now engaged and has the corporate power and authority to enter
into this Agreement, and is duly qualified and licensed to do business as a
foreign corporation in such other states or jurisdictions as is necessary to
enable it to carry on its business, except where failure to do so would not have
a material adverse effect on its business;
(b) Corporate Power and Authority. The execution and delivery of this
Agreement and the transactions contemplated hereby have been duly authorized by
the Board of Directors of the Company. No other corporate act or proceeding on
the part of the Company is necessary to authorize this Agreement or the
consummation of the transactions contemplated hereby. When duly executed and
delivered by the parties hereto, this Agreement will constitute a valid and
legally binding obligation of the Company enforceable against it in accordance
with its terms, except as such enforceability may be limited by (i) bankruptcy,
insolvency, moratorium, reorganization or other similar laws and legal and
equitable principles limiting or affecting the rights of creditors generally;
and/or (ii) general principles of equity, regardless of whether considered in a
proceeding in equity or at law;
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(c) Noncontravention. The execution and delivery of this Agreement and
the consummation of the transactions contemplated hereby will not, to the best
of the Company's knowledge and belief, (i) permit the termination or
acceleration of the maturity of any material indebtedness or material obligation
of the Company; (ii) permit the termination of any material note, mortgage,
indenture, license, agreement, contract, or other instrument to which the
Company is a party or by which it is bound or the Certificate of Incorporation
or By-Laws of the Company; (iii) except as expressly provided in this Agreement
and except for state "blue sky" approvals that may be required and those
consents and waivers which already have been obtained by the Company, require
the consent, approval, waiver or authorization from or registration or filing
with any party, including but not limited to any party to a material agreement
to which the Company is a party or by which it is bound, or any regulatory or
governmental agency, body or entity except where failure to obtain such consent,
approval, waiver or authorization would not have a material adverse effect on
the Company's business; (iv) result in the creation or imposition of any lien,
claim or encumbrance of any kind or nature on any material properties or assets
of the Company; or (v) violate in any material aspect any statute, law, rule,
regulation or ordinance, or any judgment, decree, order, regulation or rule of
any court, tribunal, administrative or governmental agency, body or entity to
which the Company or its properties is subject except where such violation would
not have a material adverse effect on the Company's business; and
(d) Reservation of Securities. The requisite number of shares of Common
Stock of the Company have been duly authorized and reserved for issuance upon
the Company's receipt and acceptance of payment therefore, and no further
corporate action is required for the valid issuance of such Shares.
9. IMPORTANT CONSIDERATIONS: SUITABILITY STANDARDS - WHO SHOULD INVEST.
INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK AND IS SUITABLE
ONLY FOR PERSONS OF SUBSTANTIAL FINANCIAL RESOURCES WHO HAVE NO NEED FOR
LIQUIDITY IN THEIR INVESTMENT.
A substantial number of state securities commissions have established
investor suitability standards for the marketing within their respective
jurisdictions of restricted securities. Some have also established minimum
dollar levels for purchases in their states. The reasons for these standards
appear to be, among others, the relative lack of liquidity of securities of such
programs as compared with other securities investments. Investment in the Shares
involves a high degree of risk and is suitable only for persons of substantial
financial means who have no need for liquidity in their investments.
The Company has adopted as a general investor suitability standard the
requirement that each Purchase of Shares represents in writing that he: (a) is
acquiring the Shares for investment and not with a view to resale or
distribution; (b) can bear the economic risk of losing his entire investment;
(c) his overall commitment to investments which are not readily marketable is
not disproportionate to its net worth, and an investment in the Shares will not
cause such overall commitment to become excessive; (d) has adequate means of
providing for its current needs and personal contingencies and has no need for
liquidity in this investment in the
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Shares; (e) has evaluated all the risks of investment in the Company; and (f)
has such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of investing in the Company or is
relying on its own purchaser representative, in making an investment decision.
In addition, all of the Subscribers for Shares must be: (1) a sophisticated
investor with substantial net worth and experience in making investments of this
nature; and (2) an "accredited investor," as defined in Rule 501 of Regulation D
under the Act, by meeting any of the following conditions:
(i) he has an individual income in excess of $200,000 in each of the
two most recent years or joint income with his spouse in excess of $300,000 in
each of those years, and he reasonably expects an income in excess of the
aforesaid levels in the current year, or
(ii) he has an individual net worth, or a joint net worth with his
spouse, at the time of his purchase, in excess of $1,000,000 (net worth for
these purposes includes homes, home furnishings and automobiles), or
(iii) he otherwise satisfies the Company that he is an accredited
investor, as defined in Rule 501 under the Act.
Other categories of investors included within the definition of accredited
investor include the following: certain institutional investors, including
certain banks, whether acting in their individual or fiduciary capacities;
certain insurance companies; federally registered investment companies; business
development companies (as defined under the Investment Company Act of 1940);
Small Business Investment Companies licensed by the Small Business
Administration; certain employee benefit plans; private business development
companies (as defined in the Investment Advisers Act of 1940); tax exempt
organizations (as defined in Section 501(c)(3) of the Internal Revenue Code)
with total assets in excess of $5,000,000; entities in which all the equity
owners are accredited investors; and certain affiliates of the Company.
A partnership subscriber, which satisfies the requirements set forth in
clauses (a) through (f) above shall satisfy the suitability standards if it is
an accredited investor by reason of clause (iii) above, or if all of its
partners are accredited investors. A corporate subscriber, which satisfies the
requirements set forth in clauses (a) through (f) above shall satisfy the
investor suitability standards if it is an accredited investor by reason of
clause (iii) above, or if all of its shareholders are accredited investors.
Corporate subscribers must have net worth of at least three (3) times the amount
of their investment in the Shares.
The suitability standards referred to above represent minimum suitability
requirements for prospective purchasers and the satisfaction of such standards
by a prospective purchaser does not necessarily mean that the Shares are a
suitable investment for such purchaser. The Company may, in circumstances it
deems appropriate, modify such requirements. The Company may also reject
subscriptions for whatever reasons, in its sole discretion, it deems
appropriate.
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A Purchaser who is a resident of certain state may be required to meet
certain additional suitability standards.
THE ACCEPTANCE OF A SUBSCRIPTION FOR SHARES BY THE COMPANY DOES NOT
CONSTITUTE A DETERMINATION BY THE COMPANY THAT AN INVESTMENT IN THE SHARES IS
SUITABLE FOR A PROSPECTIVE PURCHASER. THE FINAL DETERMINATION OF THE SUITABILITY
OF INVESTMENT IN THE SHARES MUST BE MADE BY THE PROSPECTIVE PURCHASER AND HIS
ADVISERS.
10. State Law Considerations.
IN MAKING AN INVESTMENT DECISION, THE PURCHASER MUST RELY ON HIS OWN
EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS
AND RISKS INVOLVED. THESE SHARES 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 THE ADEQUACY OF THE
DESCRIPTION OF BUSINESS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE
AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES
ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR
EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO
BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
11. Notices. All notices, requests, consents or other communications
required or permitted hereunder shall be in writing and shall be hand delivered
or mailed first class postage prepaid, registered or certified mail, to the
following addresses:
If to the Company:
Arngre Holdings, Inc.
000 Xxxx Xxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxxxxx
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With a copy to:
Xxxxxxx X. Xxxxx, Esquire
Xxxxxxxx Xxxxxxxxx Professional Corporation
Eleven Penn Center
0000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxxxxx, XX 00000
In the case of Purchaser:
To the address set forth at the end of this Agreement or to such other
addresses as may be specified in accordance herewith from time to time.
Unless specified otherwise, such notices and other communications shall for
all purposes of this Agreement be treated as being effective upon being
delivered personally or, if sent by mail, five days after the same has been
deposited in a regularly maintained receptacle for the deposit of United States
mail, addressed as set forth above, and postage prepaid.
12. Survival of Representations and Warranties. Representations and
warranties contained herein shall survive the execution and delivery of this
Agreement.
13. Parties in Interest. All the terms and provisions of this Agreement
shall be binding upon and inure to the benefit of and be enforceable by the
respective successors and permitted assigns of the parties hereto, provided that
this Agreement and the interests herein may not be assigned by either party
without the express written consent of the other party.
14. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.
15. Sections and Other Headings. The section and other headings contained
in this Agreement are for the convenience of reference only, do not constitute
part of this Agreement or otherwise affect any of the provisions hereof.
16. Counterpart and Facsimile Signatures. This Agreement may be signed in
counterparts and all counterparts together shall become effective only when the
counterpart(s) have been executed and delivered by and on behalf of the Company
and the Purchaser. Facsimile signatures to this Agreement shall be deemed to be
original signatures.
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IN WITNESS WHEREOF, intending to be legally bound, the parties hereto have
caused this Agreement to be signed by their duly authorized officers.
Purchaser:
By:_____________________________________
Shares/$
------------------------------ ----------------------------------------
Number and dollar amount Name
of Shares purchased -
Purchase Price Address of Purchaser:
----------------------------------------
----------------------------------------
Social Security Number: ________________
Accredited Investor Certification
(Place initials on the appropriate line(s))
___ (i) I am a natural person who had individual income of
more than $200,000 in each of the most recent two
years or joint income with my spouse in excess of
$300,000 in each of the most recent two years and
reasonably expect to reach that same income level
for the current year ("income", for purposes
hereof, should be computed as follows: individual
adjusted gross income, as reported (or to be
reported) on a federal income tax return,
increased by (1) any deduction of long-term
capital gains under section 1202 of the Internal
Revenue Code of 1986 (the "Code"), (2) any
deduction for depletion under Section 611 et seq.
of the Code, (3) any exclusion for interest under
Section 103 of the Code and (4) any losses of a
partnership as reported on Schedule E of Form
1040);
___ (ii) I am a natural person whose individual net worth
(i.e., total assets in excess of total
liabilities), or joint net worth with my spouse,
will at the time of purchase of the Shares be in
excess of $1,000,000;
___ (iii) The Purchaser is a "Qualified Institutional Buyer"
as the term is defined under Rule 144A of the Act.
___ (iv) The Purchaser is an investor satisfying the
requirements of Section 501(a)(1), (2) or (3) of
Regulation D promulgated under the Securities Act,
which includes but is not limited to, a
self-directed employee benefit plan where
investment decisions are made solely by persons
who are "accredited investors" as otherwise
defined in Regulation D;
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___ (v) The Purchaser is a trust, which trust has total
assets in excess of $5,000,000, which is not
formed for the specific purpose of acquiring the
Shares offered hereby and whose purchase is
directed by a sophisticated person as described in
Rule 506(b)(ii) of Regulation D and who has such
knowledge and experience in financial and business
matters that it is capable of evaluating the risks
and merits of an investment in the Shares;
___ (vi) I am a director or executive officer of the
Company; or
___ (vii) The Purchaser is an entity (other than a trust) in
which all of the equity owners meet the
requirements of at least one of the above
subparagraphs.
Agreed and Accepted by
ARNGRE, INC.
By:___________________________________
Name:
Title:
DATED:_______________________
