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EXHIBIT 6.24
XXXXX.XXX, INC.
SUBSCRIPTION AGREEMENT
FOR BRIDGE FINANCING
The undersigned, XXXX XXXXXXXXX, hereby agrees to enter into a bridge financing
arrangement with XXXXX.XXX, INC. ("Xxxxx.xxx"), a Florida corporation, according
to the following terms and conditions of this subscription agreement (the
"Subscription Agreement").
I. FINANCING
The terms of the financing are as follows: (1) the undersigned shall make a loan
to Xxxxx.xxx in the following principal amount of ONE HUNDRED THOUSAND DOLLARS
($100,000.00), according to the terms and conditions shown on the form of
Convertible Promissory Note ("the Note"), attached as Exhibit A hereto, which is
hereby incorporated and made part of this Subscription Agreement; (2) in
consideration of the payment of TWO HUNDRED DOLLARS AND NO CENTS ($200.00), the
undersigned shall receive within reasonable time, upon making the loan and
Xxxxx.xxx receiving the funds covered by the loan, TWENTY THOUSAND (20,000)
shares of common stock in Xxxxx.xxx at a par value of $.001 per share
(collectively "Shares") (the Note and the Shares collectively referred to as
"the Securities").
II. REPRESENTATIONS AND WARRANTIES
The undersigned understands that the Securities have not been registered under
the Securities Act of 1993, as amended (the "Securities Act"), or any applicable
state securities laws; the undersigned understands that the Securities are being
offered and sold in reliance upon exceptions from registration under such laws;
and the undersigned makes the following agreements, representations,
declarations, acknowledgements, and warranties, with the intent that the same
may be relied upon by Xxxxx.xxx in determining the suitability of the
undersigned as a purchaser of Securities.
A. The undersigned has read, understands, and is fully familiar with the
Business Plan of Xxxxx.xxx, the term sheet, the Promissory Note attached as
Exhibit A and this Subscription Agreement (collectively, "the Materials").
B. The undersigned understands that the Securities have not been registered
under the Securities Act, or any applicable state securities laws. The
undersigned understands that the Securities are being offered and sold in
reliance upon exemptions from registration under such laws.
C. The undersigned agrees that he will not dispose of any Securities, in whole
or part, unless and until Xxxxx.xxx shall consented thereto.
D. The undersigned represents and warrants that he has such knowledge and
experience in financial and business matters that he is capable of evaluating
the merits and risks of an investment in Xxxxx.xxx without the assistance of an
investment advisor, with respect to and concerning the advisability of the
purchase of the Securities hereby subscribed for.
E. The undersigned acknowledges that he has such economic bargaining power that
he has had access to all narrative and financial information about Xxxxx.xxx
necessary to make an informed investment decision concerning a purchase of the
Securities and has had the opportunity to negotiate actively the
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terms and conditions of his investment in the Securities Xxxxx.xxx has made all
documents requested pertaining to the offering of Securities available to the
undersigned; and Xxxxx.xxx has allowed the undersigned an opportunity to ask
questions and receive answers thereto and to verify and clarify any information
contained in the documents described above and that the answers and other
responses to such inquiries have been completely satisfactory to the
undersigned.
F. The undersigned has relied solely upon this Subscription Agreement, the
Materials and independent investigations made by the undersigned in making the
decision to purchase the Securities subscribed for herein; and the undersigned
acknowledges that no representations or agreements other than those set forth
in this Subscription Agreement, the Materials and related ancillary documents
have been made to the undersigned in respect thereto.
G. The undersigned understands and acknowledges that no federal or state
agency has passed upon the adequacy or accuracy of the information set forth in
this Subscription Agreement and related documents or made any finding or
determination as to the fairness or appropriateness of the Securities for
investment or any recommendations or endorsements of the Securities as an
investment.
H. The undersigned expressly represents warrants, and agrees that:
(1) He or she has knowledge and experience in financial and business matters
so that he or she is capable of evaluating the merits and risks of an
investment in the Securities;
(2) Hie or her financial condition is such that he or she has no need for
liquidity with respect to his or her investment in the Securities for an
indefinite period of time and no need to dispose of any portion of his or her
Securities to satisfy any existing or contemplated undertaking or indebtedness
or for any other purpose;
(3) He or she is able to bear the economic risk of his/her investment in the
Securities for an indefinite period of time, including the risk of losing all of
his/her investment;
(4) He or she is an "accredited" investor as that term is defined in Rule 501
of Regulation D promulgated under the Securities Act of 1933.
(5) He or she has received such information from Xxxxx.xxx as he or she deemed
necessary and has made such investigation as he or she has deemed appropriate as
a sophisticated and experienced investor. Xxxxx.xxx has made available to
him/her any information or sources of information available that he or she has
requested. In making a decision to purchase the Securities, he or she has not
relied upon any oral representations of Xxxxx.xxx or its management or any of
its shareholders nor upon any writings except as have been delivered to him/her
by Xxxxx.xxx in connection herewith.
I. The undersigned expressly acknowledges that:
(1) Xxxxx.xxx is recently organized, and has limited financial resources and,
further, an investment in the Securities involves numerous risk factors:
(2) The undersigned has the economic bargaining power to obtain full access to
all information and documents concerning Xxxxx.xxx and its proposed business
required to make an informed investment decision;
(3) No federal or state agency has passed upon the adequacy or accuracy of the
information set forth in any of the documentation provided or made any finding
or determination as to the fairness of
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appropriateness or endorsement of the Securities as an investment; and
(4) It may not be possible for the undersigned to liquidate his or her
investment in Xxxxx.xxx.
J. If the undersigned is a partnership, trust, corporation, or other entity not
a natural person (i.e., not an individual), it was not organized and has not
been funded for the sole purpose of acquiring any Securities, and it has the
power and authority to execute and comply with the terms of this Subscription
Agreement.
K. The undersigned is a bona fide permanent resident of the state noted below
in his address and the offering of Securities was made to him or her in such
state.
III. INDEMNIFICATION
The undersigned agrees to indemnify and hold harmless Xxxxx.xxx and each of the
officers and directors of Xxxxx.xxx and the affiliates and agents of each of
them, and hold them harmless from and against any and all loss, damage,
liability, or expense, including reasonable attorneys' fees, which they or any
of them may sustain or incur by reason of, or in connection with, any material
misrepresentation or breach of warrant or agreement by the undersigned under
this Subscription Agreement or in connection with the sale of distribution by
the undersigned of the Securities purchase by the undersigned pursuant hereto in
violation of the Securities Act or of any applicable sate securities law.
IV. ACCEPTANCE AND REVOCATION
The undersigned understands and agrees that this Subscription Agreement may be
accepted or rejected by Xxxxx.xxx, in whole but not in part, in its sole and
absolute discretion and, if accepted, the Securities purchased pursuant hereto
will be issued only in the name of the undersigned. The undersigned hereby
acknowledges and agrees that this Subscription Agreement may not be canceled,
revoked, or withdrawn (except as herein specifically provided) and that this
Subscription Agreement and the documents submitted herewith shall survive (i)
changes in the transactions, documents and instruments relevant to this
transaction which are not material, and (ii) death or disability of the
undersigned; provided, however, that if the Xxxxx.xxx shall not have accepted
this Subscription Agreement on or before November 1, 1999, by depositing in the
United States mail, postage prepaid, a written notice of acceptance addressed to
the undersigned to the address set forth below, this Subscription Agreement and
all documents submitted herewith shall automatically be canceled, terminated,
and revoked.
V. MISCELLANEOUS
The Subscription Agreement and the representations and warranties contained
herein shall be binding upon the heirs, executors, administrators, and other
successors of the undersigned. If there is more than one signatory hereto, the
obligations, representations, warranties, and agreements of the undersigned are
made jointly and severally. Upon receipt of the financing from the undersigned,
Xxxxx.xxx shall pay all amounts due to the Xxxxxxxx Group, Inc. and any other
fees or commissions due pursuant to the transaction covered in this Agreement.
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SUBSCRIPTION AGREEMENT SIGNATURE PAGE
IN WITNESS WHEREOF, I have executed the attached Subscription Agreement
Signature Page on this ___ day of October, 1999 and declare that it is truthful
and correct.
Dollar Amount Loaned: $100,000.00/Dollar Amount for Securities Purchased:
$200.00
Number of Securities Purchased (as of this date and excluding conversion
feature): 20,000 shares
NAME (Please print):
THOMSON KERNAGHAN & CO. LTD.
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First Middle Last
ADDRESS: 000 XXX XX. 00xx Xxxxx XXXXXXX, XXX. MSH 2V2
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Street or X.X. Xxx Xxxx Xxxxx Xxx
Xxxxxxx for Notices (if different from above):
SAME
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Xxxxxx xx X.X. Xxx Xxxx Xxxxx Zip
If Subscriber is an entity, form of entity (Trust, etc.): CORPORATION
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and laws under which such entity is formed: CANADA
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Principal jurisdiction in which business (if any) is conducted CANADA
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Social Security or Tax Identification Number: N/A
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After reviewing the definition of "Accredited Investor" contained on the next
page, is the undersigned an Accredited Investor? Yes X No
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If answer is "Yes," which subsection(s) of that definition are being relied
upon? 3
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Signature: /s/ [ILLEGIBLE]
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AS AGENT
ACCEPTED:
XXXXX.XXX, INC.
By: Dated: [ILLEGIBLE]
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Title:
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DEFINITIONS AND TERMS USED IN REGULATION D:
ACCREDITED INVESTOR. "Accredited investor" shall mean any person who comes
within any of the following categories, or who the issuer reasonably believes
comes within any of the following categories, at the time of the sale of the
securities to that person:
(1) Any bank as defined in section 3(a)(2) of the Act, or any savings and loan
association or other institution as defined in section 3(a)(5)(A) of the Act
whether acting in its individual or fiduciary capacity; any broker or dealer
registered pursuant to section 15 of the Securities Exchange Act of 1934; any
insurance company as defined in section 2(13) of the Act ; any investment
company registered under the Investment Company Act of 1940 or a business
development company as defined in section 2(a)(48) of that Act; any Small
Business Investment Company licensed by the U.S. Small Business Administration
under section 301(c) or (d) of the Small Business Investment Act of 1958; any
plan established and maintained by a state, its political subdivisions, or any
agency or instrumentality of a state or its political subdivisions, for
the benefits of its employees if such plan has total assets in excess of
$5,000,000; any employee benefit plan within the meaning of the Employee
Retirement Income Security Act of 1974 if the investment decision is made by a
plan fiduciary, as defined in section 3(21) of such Act, which is either a bank,
savings and loan association, insurance company, or registered investment
adviser, or if the employee benefit plan has total assets in excess of
$5,000,000 or, if a self-directed plan, with investment decisions made solely by
persons that are accredited investors;
(2) Any private business development company as defined in section 202(a)(22)
of the Investment Advisors Act of 1940;
(3) Any organization described in section 501(c)(3) of the Internal Revenue
Code, corporation, Massachusetts or similar business trust, or Xxxxx.xxx, not
formed for the specific purpose of acquiring the securities offered, with total
assets in excess of $5,000,000;
(4) Any director, executive officer, or general partner of the issuer of the
securities being offered or sold, or any director, executive officer, or
general partner of a general partner of that issuer;
(5) Any natural person whose individual net worth, or joint net worth with that
person's spouse, at the time of his purchase exceeds $1,000,000;
(6) Any natural person who had an individual income in excess of $200,000 in
each of the two most recent years or joint income with that person's spouse in
excess of $300,000 in each of those years and has a reasonable expectation of
reaching the same income level in the current year;
(7) Any trust, with total assets in excess of $5,000,000, not formed for the
specific purpose of acquiring the securities offered, whose purchase is
directed by a sophisticated person as described in Rule 506(b)(2)(ii); and
(8) Any entity in which all of the equity owners are accredited investors.
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