STOCK SUBSCRIPTION AGREEMENT
Exhibit
10.1
This
STOCK
SUBSCRIPTION AGREEMENT
is made
as of the date appearing at the end of this agreement between First Transaction
Management Inc., a Delaware corporation ("the Company"), and the investor
whose
name and signature appear at the end of this agreement ("the Investor").
In
consideration of the mutual promises contained herein and of other good and
valuable consideration, the Company and the Investor mutually agree as
follows:
| 1. |
The
Investor hereby purchases from the Company and the Company
hereby sells to
the Investor that number of shares of the Common Stock of the
Company set
forth at the end of this agreement ("the Securities") for an
aggregate
purchase price of $___________, upon the terms of payment also
set forth
at the end of this
agreement.
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| 2. |
The
Investor hereby represents and warrants as
follows:
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a.
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The
Investor has had reasonable access to all information that the
Investor
deems material to the Investor's decision to make this investment,
and has
been provided with satisfactory answers from the Company to any
questions
that the Investor has had concerning the Company or this
offering.
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b.
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The
Investor is acquiring the Securities solely for the Investor's
own
account, not as a nominee or agent and without any view to subsequent
resale, transfer or distribution of the Securities to others and
has no
present intention of selling, granting any participation in or
otherwise
distributing the Securities.
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c.
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The
Investor understands that the Securities have not been registered
under
the Securities Act of 1933 or under the securities laws of any
state and,
therefore, cannot be resold unless any exemption from registration
is
available and that the Securities may be "restricted securities"
as that
term is defined in SEC Rule 144.
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d.
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The
Investor understands that the offer and sale of the Securities
is intended
to be exempt from registration under the Securities Act of 1933,
as
amended and exempt from registration under any state
law.
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e.
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Further,
the Investor understands that the Company is a “shell” company within the
definition of the Rule 12b-25 of the Securities Exchange Act of
1934, as
amended, and accordingly, is presently unable to sell the Securities
under
the “safe harbor” provisions of SEC Rule
144.
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f.
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The
Investor is an "accredited investor" as that term is defined in
SEC Rule
501(a), is able to bear the economic risks of this investment for
an
indefinite period of time, could afford a complete loss of this
investment
and considers the Investor to be capable of evaluating this investment
on
the basis of prior business and investment experience and consultation
with such independence advisors as the Investor has
consulted.
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3.
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The
Investor agrees not to sell, transfer or otherwise distribute the
Securities (a) without giving the Company thirty (30) days' advance
written notice and (b) unless the Securities are subsequently registered
under the Securities Act of 1933 and any applicable state securities
laws
or unless an exemption under applicable law is available for such
sale,
transfer or distribution.
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4.
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The
Investor hereby indemnifies and agrees to hold harmless the Company
and
the Company's officers, directors and agents against any and all
loss,
liability, claim, damage and expense arising out of any breach
by the
Investor of any representation, warranty or covenant contained
in this
Agreement.
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5.
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In
the event the Company proposes to file a registration statement
under the
Securities Act of 1933 with respect to an offering for its own
account of
any class of its equity securities (other than a registration statement
on
Form S-8 or Form S-4 (or any successor form) or any other registration
statement relating solely to employee benefit plans or filed in
connection
with an exchange offer, a transaction to which Rule 145 (or any
successor
provision) under the Securities Act of 1933 applies or an offering
of
securities solely to the Company’s existing shareholders), then the
Company shall in each case give written notice of such proposed
filing to
the Investor as soon as practicable (but no later than 20 business
days)
before the anticipated filing date, and such notice shall offer
the
Investor the opportunity to register such number of Securities
as the
Investor may request. The Investor desiring to have Securities
included in
such registration statement shall so advise the Company in writing
within
10 business days after the date on which the Company’s notice is so given,
setting forth the number of shares of Securities for which registration
is
requested. If as a result of the Investor’s election to register the
Securities, the total amount of securities to be registered exceed
the
limit imposed by Rule 415, then the number of shares of Securities
to be
registered and offered for the account of the Investor shall be
reduced
pro rata on the basis of the number of Securities requested by
such
Investor to be registered and offered to the extent necessary to
reduce
the total amount of securities to be included in the registration
statement to an amount that falls within the limits of Rule 415
(provided
that if securities are being registered and offered for the account
of
other persons or entities in addition to the Company, such reduction
shall
not be proportionally greater than any similar reductions imposed
on such
other persons or entities). If the Company’s offering is to be an
underwritten offering, the Company shall, subject to the further
provisions of this Agreement, use its reasonable best efforts to
cause the
managing underwriter or underwriters to permit the Investor to
include
such Securities in such offering on the same terms and conditions
as any
similar securities of the Company included therein. The right of
the
Investor to registration in connection with an underwritten offering
by
the Company shall, unless the Company otherwise assents, be conditioned
upon such Investor’s participation as a seller in such underwritten
offering and its execution of an underwriting agreement with the
managing
underwriter or underwriters selected by the Company. Notwithstanding
the
foregoing, if the managing underwriter or underwriters of such
offering
deliver a written opinion to the Company that either because of
(a) the
kind of securities that the Company, the Investor and any other
persons or
entities intend to include in such offering or (b) the size of
the
offering that the Company, the Investor and any other persons or
entities
intend to make, the success of the offering would be materially
and
adversely affected by inclusion of the Securities requested to
be
included, then (i) in the event that the size of the offering is
the basis
of such managing underwriter's opinion, the number of shares of
Securities
to be registered and offered for the account of the Investor shall
be
reduced pro rata on the basis of the number of Securities requested
by
such Investor to be registered and offered to the extent necessary
to
reduce the total amount of securities to be included in such offering
to
the amount recommended by such managing underwriter or underwriters
(provided that if securities are being registered and offered for
the
account of other persons or entities in addition to the Company,
such
reduction shall not be proportionally greater than any similar
reductions
imposed on such other persons or entities) and (ii) in the event
that the
combination of securities to be offered is the basis of such managing
underwriters opinion, (x) the Securities to be included in such
registration and offering shall be reduced as described in clause
(i)
above or (y) if such actions would, in the reasonable judgment
of the
managing underwriter, be insufficient to substantially eliminate
the
adverse effect that inclusion of the Securities requested to be
included
would have on such offering, such Securities will be excluded entirely
from such registration and offering. Any Securities excluded from
an
underwriting shall, if applicable, be withdrawn from registration
and
shall not, without the consent of the Company, be transferred in
a public
distribution prior to the earlier of ninety (90) days (or such
other
shorter period of time as the managing underwriter may require)
after the
effective date of the registration statement or ninety (90) days
after the
date the Investor is notified of such exclusion.
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6.
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All
Registration Expenses (as defined herein) will be borne by the
Company.
Underwriting discounts and commissions applicable to the sale of
Securities shall be borne by the Investor to which such discount
or
commission relates, and the Investor shall be responsible for the
fees and
expenses of any legal counsel, accountants or other agents retained
by the
Investor and all other out-of-pocket expenses incurred by such
Investor in
connection with any registration under this Agreement. As used
herein, the
term Registration Expenses means all expenses incident to the Company’s
performance of or compliance with this Agreement (whether or not
the
registration in connection with which such expenses are incurred
ultimately becomes effective), including without limitation all
registration and filing fees, fees and expenses of compliance with
securities or blue sky laws (including reasonable fees and disbursements
of counsel in connection with blue sky qualifications of the Securities),
rating agency fees, printing expenses, the fees and expenses incurred
in
connection with the listing or admission for quotation of the Securities
to be registered an any securities exchange or quotation system
and fees
and disbursements of counsel for the Company and its independent
certified
public accountants (including the expenses of any special audit
or comfort
letters required by or incident to such performance), securities
act
liability insurance (if the Company elects to obtain such insurance),
the
reasonable fees and expenses of any special expert retained by
the Company
in connection with such registration and the fees and expenses
of other
persons retained by the Company.
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| 7. |
This
Agreement shall be interpreted, construed and enforced and its
construction and performance shall be governed by the laws of the
State of
New York without regard to principles of conflicts of laws, except
to the
extent that Federal law may apply. Any dispute shall be subject
to the
jurisdiction of the courts of New York, New York and the parties
agree to
subject themselves to the jurisdiction of the courts in New York
county,
New York.
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IN
WITNESS WHEREOF, the Company and the Investor have duly executed this Agreement
as of the date set forth below.
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October
21, 2008
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TAX
ID #:
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FIRST
TRANSACTION MANAGEMENT, INC.
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INVESTOR
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/s/_____________________
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/s/_____________________
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Number
of Securities Purchased:
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| Terms of Purchase: Delivery of Securities to be made upon payment in full of the purchase price |
