EXHIBIT 10.80
SUBSCRIPTION AND WARRANT PURCHASE AGREEMENT
-------------------------------------------
This Agreement, made and entered into this 7th day of July, 2003 (the
"EFFECTIVE DATE"), by and between ULTRASTRIP SYSTEMS, INC., a Florida
corporation, whose principal office is located at 0000 XX Xxxxxx Xxxxxxx,
Xxxxxx, Xxxxxxx 00000 (the "CORPORATION"), and Xxxxxx Xxxxxx, whose address is
000 Xxxxxxxxxxxx Xxxx Xxxxxxx, XX 00000 (the "PURCHASER"). The Corporation and
the Purchaser are sometimes collectively referred to as the "Parties" and
sometimes individually referred to as a "Party."
RECITALS
A. The Purchaser desires to subscribe for and acquire TEN
THOUSAND (10,000) warrants (the "WARRANT") of the Corporation
amounts lent to the Company pursuant to that certain Extension
of Maturity of Note and Modification of Subscription and
Warrant Purchase Agreement dated July 7, 2003;
B. Each warrant shall represent the right to purchase one share
of the Corporation's Common Stock;
C. The strike price for each individual Warrant shall be $0.07 to
be exercisable within twenty (20) years from the issue date;
D. The Purchaser has relied solely on the information contained
in that certain Private Placement Memorandum dated June 6,
2003 (the "MEMORANDUM") and the Company's 10-KSB filing with
the U.S. Securities and Exchange Commission for the year ended
December 31, 2003, which the Purchaser has carefully reviewed.
No oral representations have been made or oral information
furnished to the Purchaser in connection with the Memorandum.
The Purchaser and the Purchaser's advisors have had a
reasonable opportunity to ask questions of and receive answers
from the Corporation concerning the Warrants and/or Shares.
In consideration of the foregoing RECITALS and the respective
representations, warranties, covenants, agreements and conditions hereinafter
set forth, and intending to be legally bound hereby, the parties hereto agree as
follows:
ARTICLE I
REPRESENTATIONS AND WARRANTIES
1.01 Representations and Warranties. The Purchaser represents and
warrants as follows:
(a) The Purchaser has relied solely on the information
contained in that certain Private Placement Memorandum dated June 6, 2003 and
the Company's 10-KSB filing with the U.S. Securities and Exchange Commission for
the year ended December 31, 2002, which the Purchaser has carefully reviewed. No
oral representations have been made or oral information furnished to the
Purchaser in connection with the Memorandum. The Purchaser and its advisors have
had a reasonable opportunity to ask questions of and receive answers from the
Corporation concerning the Warrants and/or Shares.
(b) The Purchaser has been supplied with or has sufficient
access to all information, including financial statements and other financial
information of the Corporation, and has been afforded an opportunity to ask
questions of and receive answers from officers of the Corporation concerning
information to which a reasonable investor would attach significance in making
investment decisions.
(c) The Purchaser is not subscribing for the Share as a result
of or subsequent to any advertisement, articles, notice or other communication
published in any newspaper, television or radio or presented at any seminar or
meeting, or any solicitation of a subscription by a person not previously known
to the Purchaser in connection with investments in securities generally.
(d) The Purchaser has adequate means of providing for its
current financial needs and contingencies, is able to bear the substantial
economic risks of an investment in the Warrants and/or Shares for an indefinite
period of time, has no need for liquidity in such investment, has made
commitments to investments that are not readily marketable which are reasonable
in relation to the Purchaser's net worth and can afford a complete loss of such
investment.
(e) The Purchaser has such knowledge and experience in
financial, tax and business matters so as to enable it to utilize the
information made available to it in connection with the offering of the Warrants
and/or Shares to evaluate the merits and risks of an investment in the Warrants
and/or Shares and to make an informed investment decision with respect thereto.
(f) The Purchaser is not relying on the Corporation with
respect to the tax and other economic consideration of an investment in the
Warrants and/or Shares, and the Purchaser has relied on the advice of, or has
consulted with, only the Purchaser's own advisors.
(g) The Purchaser has full right and power to perform pursuant
to this Agreement and make an investment in the Corporation and, if the
Purchaser is an entity, is authorized and otherwise duly qualified to purchase
and hold the Warrants and/or Shares and to enter into this Agreement.
(h) The Purchaser fully understands that the Warrants and/or
Shares have not been registered under the Securities Act of 1933, as amended
(the "Securities Act"), or under the securities laws of certain states and,
therefore, cannot be re-sold, pledged, assigned or otherwise disposed of unless
the securities are subsequently registered under the Securities Act and under
the applicable securities laws of such states or unless an exemption from such
registration is available in the opinion of counsel reasonably satisfactory to
counsel for the Corporation. The Purchaser is purchasing the Warrants and/or
Shares for the Purchaser's own account, for investment and not with a view to
resale or distribution except in compliance with the Securities Act and
applicable state securities laws. The Purchaser further acknowledges that there
is presently no market for the purchase and sale of the Warrants and/or Shares
and that no such market may ever exist.
(i) The Purchaser agrees to the placement of a legend on any
certificate or other document evidencing the Warrants and/or Shares, stating
that they have not been registered under the Securities Act.
(j) The Purchaser maintains its domicile, and is not merely a
transient or temporary resident, at the residence address shown on the signature
page hereto.
(k) The representations, warranties and agreements contained
herein and in the related Investor Qualification Questionnaire are true and
correct as of the date hereof and may be relied upon by the Corporation, and the
Purchaser will notify the Corporation immediately of any adverse change in any
such representations and warranties which may occur prior to the acceptance of
this Agreement by the Corporation and will promptly send the Corporation written
confirmation thereof. The representations, warranties and agreements of the
Purchaser contained herein shall survive the execution and delivery of this
Agreement and the purchase of the Share.
2
1.02 Investor Status. The Purchaser further represents and warrants as
indicated below by the Purchaser's initials (initial one or more of the
following four statements):
(i) I certify that I am an accredited investor
because I have had individual income (exclusive of any income earned by my
spouse) of more than $200,000 in 2001 and 2002 and I reasonably expect to have
an individual income in excess of $200,000 in 2003.
(ii) I certify that I am an accredited investor
because I have had joint income with my spouse in excess of $300,000 in 2001 and
2002, and I reasonably expect to have joint income with my spouse in excess of
$300,000 in 2003.
(iii) I certify that I am an accredited investor
because I have an individual net worth, or my spouse and I have a joint net
worth, in excess of $1,000.000.
(iv) I certify that I am not an accredited investor.
ARTICLE II
SALE AND PURCHASE OF WARRANTS
2.01 Warrants to be Sold . Upon the terms and subject to the conditions
contained herein, upon execution hereof the Purchaser shall purchase and accept
from the Corporation the Warrants, and the Corporation shall sell and cause the
transfer to Purchaser of the Warrants, at a purchase price of $1.30 per Warrant.
2.02 Consideration; Non-Usurious Charge. Upon execution hereof,
Purchaser shall deliver to the Corporation a fully executed Extension of
Maturity of Note Agreement, as referenced above, for the Warrants. The delivery
of the Warrants is further conditioned upon Purchaser providing to Corporation
the loan proceeds as described in a certain promissory note extension dated
February 7, 2003 between the parties.
2.03 Stock Split or Stock Dividend. During the period Purchaser owns
the subject Warrants, in the event the shares of the Corporation complete a
stock split or if the Company declares or issues a stock dividend, Purchaser
shall be entitled to a multiple of the Warrants held by Purchaser equal to the
stock split or stock dividend multiple of the Corporation. By way of example, if
the Corporation's publicly traded stock splits in which each shareholder
receives two shares of stock for each single share held, Purchaser shall be
entitled to two Warrants for each single Warrant held by Purchaser under the
same terms and conditions for exercise, except that the strike price will be
adjusted in proportion to the stock split or stock dividend.
ARTICLE III
INDEMNIFICATION
3.01 Indemnification. The Purchaser agrees to indemnify and hold the
Corporation and its agents, representatives and employees harmless from and
against all liability, damage, loss, cost and expense (including reasonable
attorneys' fees) which they may incur by reason of the failure of the Purchaser
3
to fulfill any of the terms or conditions of this Agreement, or by reason of any
inaccuracy or omission in the information furnished by the Purchaser herein or
any breach of the representations and warranties made by the Purchaser herein or
in any document provided by the Purchaser to the Corporation.
ARTICLE IV
MISCELLANEOUS
4.01 Miscellaneous.
(a) This Agreement has been duly and validly authorized,
executed and delivered by the Purchaser and constitutes the valid, binding and
enforceable agreement of the Purchaser. If this Agreement is being completed on
behalf of an entity it has been completed and executed by an authorized party.
(b) The Memorandum, this Agreement and any documents referred
to herein constitute the entire agreement between the parties hereto with
respect to the subject matter hereof and together supersede all prior
discussions or agreements in respect hereof.
(c) Within five (5) days after receipt of a written request
from the Corporation, the Purchaser agrees to provide such information, to
execute and deliver such documents and to take, or forbear from taking, such
actions or provide such further assurances as reasonably may be necessary to
correct any errors in documentation or to comply with any and all laws to which
the Corporation is subject or to effect the terms of the Memorandum.
(d) The Corporation shall be notified immediately of any
change in any of the information contained above occurring prior to the
Purchaser's purchase of the Warrants or at any time thereafter for so long as
the Purchaser is a holder of the Warrants.
ARTICLE IV
FLORIDA BLUE SKY
5.01 Florida Blue Sky Legend.
THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE FLORIDA SECURITIES
AND INVESTOR PROTECTION ACT (THE "FLORIDA ACT") IN RELIANCE UPON EXEMPTION
PROVISIONS CONTAINED THEREIN. SECTION 517.061 (11) (A) (5) OF THE FLORIDA ACT
PROVIDES THAT ANY PURCHASER OF SECURITIES IN FLORIDA WHICH ARE EXEMPT FROM
REGISTRATION UNDER SECTION 517.061 (11) OF THE FLORIDA ACT MAY WITHDRAW HIS
SUBSCRIPTION AGREEMENT AND RECEIVE A FULL REFUND OF ALL MONIES PAID WITHIN THREE
BUSINESS DAYS AFTER HE TENDERS CONSIDERATION FOR SUCH SECURITIES. THEREFORE, ANY
FLORIDA RESIDENT WHO PURCHASES SECURITIES IS ENTITLED TO EXERCISE THE FOREGOING
STATUTORY RESCISSION RIGHT WITHIN THREE BUSINESS DAYS AFTER TENDERING
CONSIDERATION FOR SECURITIES BY TELEPHONE, TELEGRAM OR LETTER NOTICE TO THE
CORPORATION. ANY TELEGRAM OR LETTER SHOULD BE SENT OR POSTMARKED PRIOR TO THE
END OF THE THIRD BUSINESS DAY. A LETTER SHOULD BE MAILED BY CERTIFIED MAIL,
RETURN RECEIPT REQUESTED, TO ENSURE ITS RECEIPT AND TO EVIDENCE THE TIME OF
MAILING. ANY ORAL REQUESTS SHOULD BE CONFIRMED IN WRITING.
4
IN WITNESS WHEREOF, THE PARTIES EXECUTED THIS AGREEMENT THIS _______ DAY OF July
2003.
(Signature of subscriber)
PRINT NAME:
-------------------------------------
Xxxxxx X. Xxxxxx
TAXPAYER IDENTIFICATION OR SOCIAL
SECURITY NO.:
---------------------
RESIDENCE OR BUSINESS ADDRESS:
Street:
-------------------------------
City: State: Zip:
--------------- ----- ---------
MAILING ADDRESS (If different from business address):
Street:
-------------------------------
City: State: Zip:
--------------- ----- ---------
5
ACCEPTANCE AND CONSENT BY CORPORATION:
ULTRASTRIP SYSTEMS, INC.
By:
-----------------------------------
Its:
-----------------------------------
STATE OF FLORIDA
COUNTY OF Xxxxxx XX.:
I CERTIFY that on , 2002,
Xxxxxx X. Xxxxxx personally came before me and acknowledged under oath,
to my satisfaction, that this person (or if more than one, each person):
(a) is named in and personally signed this document; and
(b) signed, sealed and delivered this document as his or her act and
deed.
Notary Public of the State of Florida
ULTRASTRIP SYSTEMS, INC.
By:
-----------------------------------------------------
Name:
------------------------------------------
Title:
---------------------------------------------
Date: , 2003
---------------------------------------
6
