XXXXXXXXXXX - XXXXX, INC.
d/b/a/ novahead, inc.
(a Colorado Corporation)
SUBSCRIPTION AGREEMENT
1. The undersigned hereby subscribes for 300,000 Shares of Restricted Common
Stock (hereinafter'"Shares") as described under Rule 144 of the Rules and
Regulations of the United States Securities and Exchange Commission of
Xxxxxxxxxxx - Xxxxx, Inc,, d/b/a/ novahead, inc., a Colorado corporation (the
"Company"). Such Shares are being offered by the Company for a purchase price of
$0.50 per share. The undersigned tenders the sum of $150,000.00 payment thereof,
together with the tender of this Subscription Agreement.
2. The undersigned represents and warrants that he is a bona fide resident of
the State of Colorado and the county of Jefferson.
3. The undersign(d acknowledges.
a. That he/she has received adequate information about the Company;
b. That this subscription, if accepted by the Company, is legally binding
and irrevocable;
c. That the Company has no financial and operating history;
d. That the Shares have not been registered under the Securities Act of 1
933 as amended.
e. That the representations and warranties provided in this Subscription
Agreement are being relied upon by the Company as the basis for the
exemption from the registration requirements of the Securities Act of
1933, and of the applicable state's securities laws.
4. Further, the undersigned represents and warrants as follows:
a. That the undersigned subscriber is purchasing the Shares as an
investment and the Shares are purchased solely for the undersigned's
own account and not with a view to distribution, assignment, resale or
other transfer of the Shares.
b. That the undersigned subscriber has sufficient knowledge and
experience in financial and business matters to evaluate the merits
and risks of an investment in the Shares.
c. That the undersigned subscriber is able to bear the economic risk of
an investment in the Shares.
d. That the undersigned subscriber is aware of the high degree of risk
involved in rtuilang are investment in the Shares;
e. That the undersigned subscriber's decision to purchase the Shares is
solely based upon adequate information and his/her questions
concerning the transaction, have been addressed.
f. That the undersigned subscriber is purchasing the Shares directly from
the Company and understands that neither the Company nor the Offering
is associated with, endorsed lay, nor related ire any way whiz any
investment company, national or local brokerage firm or other broker
dealer. The undersigned subscriber's decision to purchase the Shares
is not based in whole or in part on any assumption or understanding
that an investment company, national or local brokerage farm or other
broker dealer is involved
in anyway in this Offering or has endorsed or otherwise recommended an
investment in these Shares. g. That the undersigned subscriber has
replacement liquidity that he/she could suitably absorb a high-risk
illiquid investment in these Shares.
Accredited Investors:
Accredited Investor is defined in the Securities Act of 1933, Rule 501(a) and
shall mean any person who comes within any of the following categories, or who
the issuer reasonable believes comes within any of these categories, at the time
of the sale of the securities to that person:
(1) Bank, Broker, Insurance Company, Investment Company, Small Business
Investment Company, State plan, or Employee Benefit Plan. Any bank as defined in
section 3 (a) (2) of the Act, or any savings anti 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; and plan established and
maintained by a state, its political subdivisions, or any agency or
instrumentality of a state or its political subdivisions, far the benefit 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 fatal assets in excess of $5,000,000 or, if a self-directed plan, with
investment decisions made safely by persons that are accredited investors;
(2) Private Business Development Company. Arty private business development
Company as defined in section 202 (a) (22) of the Investment Advisers Act of
1940;
(3) Organization, partnership, Corporate or Other Entity Investor. Any
organization described in section 501(c)(3) of the Internal Revenue Code,
corporation, Massachusetts or similar business trust, or partnership, not farmed
for the specific purpose of acquiring the securities offered, with total assets
in excess of $5,000,000;
(4) Officer of issuer. Any director, executive officer, or genera! 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) $1, 000, 000 Net Worth. Any natural person whose individual net. worth, or
,aim net worth with that person's spouse, at flee time of this purchase exceeds
$1,000,000;
(6) $200,000 Income. Any natural person who had individual income in excess of
$200,000 in each of the two mast recent years or point 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 level
of income in the current year;
(7) Trust. 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) Entity. Any entity in which all of the equity owners are accredited
investors.
Based on the definition of an "Accredited Investor" which is dined above, a
certify that I am an Accredited Investor.
f. The undersiglied further represents that (initial appropriate category)
I am it natural person and I am an Accredited Investor because net
worth, or joint net worth with that my spouse, at the tiucof this
purchase exceeds $1,000,000 or my income was in excess of $200,000 in
eat of the two most recent years or my joint income with fat my spouse
was in excess of $300,000 in each of those years and I/we have a
reasonable expectation of reaching the same level of income in the
current year;
I am. a representative of a Bank, Broker, Insurance Company,
Investment Company, Small Baseness Investment Company, State Plan, or
Employee Benefit Plan.
Private Investar Business Development Company. Per the definition page
2.
X I am a representative of an Organization, Partnership, Corporate or
Other Entity Investor.
I am an Officer of issuer.
I am a representative of a Trust;
I am a representative of an Entity.
i. That Regulation D requires the Company to conclude that each investor
has sufficient knowledge and. experience in financial and business matters
as to be capable of evaluating the merits and risks of an investment in the
Shares, or to verify that the investor lea retained the services of one or
itaoze purchaser representatives for the purpose of evaluating the risks of
investment in the shares, and hereby represents arid warrants that he has
such knowledge and experience in financial and business matters that he/she
is capable of evaluating the merits and risks of an investment in the
Shares mid making an informed investment decision and will not require a
purchaser representative.
5. The undersigns understands and agrees that the subscription is made subject
to each of the following terms and conditions:
a. The Company shall have the right to accept or reject this
subscription, in whole or in part, for any reason. Upon receipt of
each Subscription Agreement, the Company shall have 5 days in which to
accept or reject it. If tire Company takes no action during said
period, the subscription shall be deemed to have bean accepted. In
each case where the subscription is rejected, the Company shall return
the entire amount tendered by the subscriber, without interest;
b. That the undersigned subscriber will, from tune to tune, execute and
deliver such documents or other instruments as may be requested by the
Company in order to aid the Company in the consummation of the
transactions contemplated by the Subscription Agreement.
6. The undersigned hereby constitutes and appoints the Company, with full power
of substitution, as attorney in fact, the purpose of executing and delivering,
swearing to and filing, any documents or instruments related to or required to
make any necessary clarifying or conforming changes in the Subscription
Agreement so that such document is correct. in respects.
7. As used herein, the singular shall include tire plurai and the masculine
shall include the feminine where necessary to clarify the meaning of this
Subscription Agreement. All terms not defined herein shall have the sairae
meanings as defined under the Securities Act of 1933, Rule 501 that defies
Accredited Investor.
INDIVIDUAL OWNERSHIP:
None.
Name Please Type or Print
Serial Security Number
OTHER OWNERSHIP:
Himar Investors, L.P
By /s/ Xxxxx Xxxxxx XXXXX XXXXXX
Name Please Print or Type
(Signature),
Partner
Title
Address: 0000 X Xxxxx Xxxxxx
Xxxxxxxx XX 00000
By executing this signature page the undersigned subscriber agrees to be bound
by all the terms of this Subscription Agreement, and further, hereby executes,
makes, adepts, confirms, and agrees to all terms, representations and warranties
in the Subscription Agent.
I do hereby certify that the representations made herein concerning my financial
status are true, accurate and complete to the best of my knowledge.
Number Shares 300,000
Dollar Amount $150,000.00
XXXXXXXXXXX-XXXXX, INC.
d/b/a novahead, inc.
(a Colorado Corporation)
IN WITNESS WHEREOF, the undersigned has executed this Subsccription Agreement
this 12 Day of March, 2002.
HIMAR INVESTORS, XX
Xxxxxxxxxxx-Xxxxx, Inc. accepts this Subscription as of
the 12 day of March, 2001
Xxxxxxxxxxx-Xxxxx, Inc.
d/b/a/ novahead, inc.
By: /s/Xxxxxx X. Xxxxxxx
XXXXXX X. XXXXXXX, CEO
