SUBSCRIPTION AGREEMENT
Exhibit
10.1
This
Subscription Agreement (“Agreement”) is dated as of April 22, 2009, by and
between Rahaxi Inc., a Nevada corporation (“Company”) and the undersigned
purchaser (“Purchaser”).
1. Subscription.
(a) Sale and Issuance of Common
Stock. Subject to the terms and conditions of this Agreement,
the Company will issue and sell to Purchaser, and Purchaser shall purchase from
the Company: (i) 100,000,000
(One Hundred Million) shares of restricted common
stock (the “Shares” or “Securities”) of the Company at a purchase price of $0.01 (One-Cent) per share,
for an aggregate purchase price (“Purchase Price”) of $1,000,000 (One Million
Dollars). The Shares shall contain the applicable legends set forth
herein and shall be subject to resale restrictions in accordance with Rule 144
promulgated under the U.S. Securities Act of 1933, as amended (“Act”), and in
accordance with the terms and conditions of this Subscription
Agreement. All currency references in this Agreement are to U.S.
Dollars.
(b) Closing. The
closing (Closing”) of the purchase and sale of the Securities shall take place
concurrently with the execution of this Agreement. At the Closing,
the Purchaser shall wire transfer to the Company immediately available funds
equal to the Purchase Price and the Company shall promptly issue instructions to
its transfer agent to issue the Shares set forth in Section 1(a) above to
Purchaser. If Purchaser fails to consummate the Closing for any
reason, other than a breach by the Company of the express terms of this
Agreement, then the Company shall have full legal recourse and all remedies
under applicable law including the right to cancel all shares issued under the
Agreement and to seek monetary damages or specific
performance. Purchaser’s obligation to pay the Purchase Price and
affect the Closing is not contingent upon any minimum price of the Company’s
common stock on the OTC Bulletin Board as of the Closing.
2. Representations
by Purchaser.
The
Purchaser represents and warrants as follows:
(a) Purchaser
has read and carefully reviewed the Company’s public filings made with the U.S.
Securities and Exchange Commission (“SEC”) for periods covering at least the
prior 18 months (“SEC Filings”); has read this Subscription Agreement (including
any and all amendments and addendums thereto) and the Exhibits thereto relating
to the offering of the Securities, and has relied only on the information
contained therein or otherwise provided to him in writing by the Company, and
agrees to be bounds by all the terms contained therein. Without
limiting the foregoing, the Purchaser acknowledges that Purchaser has read the
Risk Factors contained in the SEC Filings.
(b) Purchaser
understands that he is subscribing for the Securities without being furnished
any offering material other than as set forth in Section 2(a) above, and that
Purchaser has had an opportunity to obtain additional information in writing
concerning the terms and conditions of this offering, the Company, and any other
matters relating directly or in directly to this purchase of the Securities, or
as may be necessary to verify the accuracy of the information contained in the
SEC Filings or as otherwise provided in writing.
(c) Purchaser
understands that the Securities have not been registered under the Act pursuant
to Regulation S promulgated thereunder by the SEC relating to the offer and sale
of securities outside the United States, and Purchaser has no right to require
such registration (legends will be placed on any certificates evidencing the
Securities with respect to restrictions on distribution, transfer, resale,
assignment or subdivision of the Securities imposed by federal securities
laws). Purchaser understands that the Securities are characterized as
"restricted securities" under the Act inasmuch as they are being acquired from
the Company in a transaction not involving a public offering and that under the
Act and applicable regulations thereunder such securities may be resold without
registration under the Act only in certain limited circumstances. In
this connection, such Purchaser represents that Purchaser is familiar with Rule
144 under the Act as presently in effect, and understands the resale
limitations, including volume limitations, imposed thereby and by the
Act. In addition, Purchaser understands that the SEC has not approved
or disapproved these securities, nor has it passed upon or endorsed the merits
of this offering, or the accuracy or adequacy of the documents provided by the
Company.
(d) The
Securities are being purchased him for Purchaser’s own account, as principal,
for investment and not with the view toward or for resale in connection with the
distribution of a security.
(e) Purchaser
or Purchaser’s agents or investment advisers have such knowledge and experience
and financial and business matters that will enable Purchaser to utilize
information of made available to Purchaser in connection with the offering of
the Securities to evaluate the risks of the prospective investment and to make
an informed investment decision.
(f) Purchaser
recognizes that the Company has a history of significant losses, has never
generated a profit, and that the Securities as an investment involve a high
degree of risk.
(g) Purchaser
understands that Purchaser’s right to transfer the Securities will be
restricted, which include restrictions against transfers unless the transfer is
not in violation of the Act, and all other applicable securities
laws. Purchaser realizes that the Securities cannot be readily resold
under the Act, and therefore Purchaser must not purchase the Securities unless
Purchaser has liquid assets sufficient to assure Purchaser that such purchases
will cause Purchaser no undue financial difficulties and that Purchaser can
still provide for Purchaser’s current needs and possible personal
contingencies.
(h) All
information which Purchaser has provided to the Company concerning Purchaser,
Purchaser’s financial position and knowledge of financial and business matters
is correct and complete as of the date set forth at the end
hereof. The Purchaser hereby agrees to indemnify, defend and hold
harmless the Company and all of its shareholders, officers, directors,
affiliates and advisors from any and all damages, losses, liabilities, costs and
expenses (including reasonable attorney’s fees) that they may incur by reason of
the Purchaser’s failure to fulfill all of the terms and conditions of this
Agreement or by reason of the untruth or inaccuracy of any of the
representations, warranties or agreements contained herein or in any other
documents he has furnished to any of the Company in connection with this
transaction. This indemnification includes, but is not limited to,
any damages, losses, liabilities, costs and expenses (including reasonable
attorney’s fees) incurred by the Company or any of its shareholders, officers,
directors, affiliates or advisors defending against any alleged violation of
federal or state securities laws which is based upon or related to any untruth
or inaccuracy of any of Purchaser’s representations, warranties or agreements
contained herein or in any other documents he has furnished to any of the
foregoing in connection with this transaction.
(i) The
Purchaser understands and agrees that: (i) Purchaser may not transfer
or assign this Agreement, or any interest herein, and any purported transfer
shall be void; (ii) Purchaser hereby acknowledges and agrees that
Purchaser is not entitled to cancel, terminate or revoke the Agreement and that
this Agreement will be binding on Purchaser’s heirs, successors and personal
representatives; (iii) this Agreement constitutes the entire
agreement among the parties hereto with respect to the sale of the Securities
and may be amended, modified or terminated only by writing executed by all
parties (except as provided herein with respect to rejection of this Agreement
by the Company); (iv) within five (5) days after receipt of a written
request from the Company, the Purchaser agrees to provide such information and
to execute and deliver such documents as may be reasonably necessary to comply
with any and all laws and regulations to which the Company is subject; and (v)
the representations and warranties of the Purchaser set forth herein shall
survive the sale of the Securities pursuant to this Agreement.
(j) At
no time was the Purchaser presented with or solicited by any publicly issued or
circulated newspaper, mail, radio, television or other form of general
advertising or solicitation in connection with the offer, sale and purchase of
the Securities.
(k) Other
than the amount Purchaser is subscribing for as set froth in Section 1 hereof,
no minimum amount is required to be sold in order to effect the
Closing. The Company will require additional funding to continue as a
going concern and fund working capital. No assurance can be made that
such additional funds will be available to the Company.
(l) Purchaser
acknowledges that Purchaser understands that the Company has in the past, and
expects to in the future, continue to issue shares of common stock to investors,
as well as to consultants, employees, officers and directors. The
Company has in the past, and expects to in the future, use stock issuances in
lieu of cash payments to certain consultants, vendors, employees and other
parties. Such issuances are made in the sole discretion of the Board of
Directors and may substantially and materially dilute the Purchaser’s ownership
in the Company.
(m) No
director, officer, agent or employee of Company or any other person has at any
time expressly or implicitly represented, guaranteed, or warranted to it, him or
her that (a) Purchaser may freely transfer the Securities, (b) that a percentage
of profit or amount or type of consideration will be realized as a result of an
investment in the Securities, (c) that past performance or experience on the
part of the directors, officers, agents or employees of Company or any other
person in any way indicates the predictable results of the ownership of the
Securities or of Company's overall business, (d) that any cash distributions
from Company's operations or otherwise will be made to the Purchaser by any
specific date or will be made at all, (e) that any specific tax benefits will
accrue as a result of an investment in Company or (f) that the Company’s common
stock price will be at or above the per share purchase price set forth in
Section 1(a) above at or following the Closing.
(n) Purchaser
is an “accredited investor” as defined in Rule 501 promulgated under the
Act.
(o) Purchaser
is duly incorporated, domiciled and in good standing in the Isle of Man.
Purchaser, and Purchaser’s legal counsel, are familiar with Regulation S under
the Act. Purchaser is not a United States person and is located
outside of the U.S.
3. Legends. It is
understood that the certificates evidencing the Securities will bear a legend
substantially similar to the following:
THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY OTHER
JURISDICTIONS AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE
ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR
EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN
OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE
EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND
ANY APPLICABLE STATE SECURITIES LAWS
4. SEC Reporting; Compliance with
Applicable Law. Purchaser represents and warrants that it, and
its legal counsel, are familiar with U.S. securities law, including, without
limitation, the provisions of Sections 13 and 16 of the Exchange Act of 1934, as
amended, and the rules promulgated thereunder. Purchaser covenants
that it shall, at all times following the Closing, comply with applicable U.S.
law and securities filings requirements, including the complete, accurate and
timely filing of all required reports, including Forms 3, 4 and 5 under Section
16, and Schedule 13D under Section 13 of the Exchange Act.
5. General Provisions.
(a) Governing Law;
Venue. This Agreement will be governed by and construed in
accordance with the laws of the State of Nevada, without giving effect to that
body of laws pertaining to conflict of laws. With respect to any
dispute, proceeding, claim or controversy arising out of this Agreement or
related to this Agreement, each party hereby consents to the jurisdiction and
exclusive venue of the federal courts in Xxxxx County, Nevada, and waives any
objection or defense based on forum non conveniens or any other claims relating
to venue.
(b) Counterparts. This
Agreement may be executed in any number of counterparts, including facsimile
signatures, each of which when so executed and delivered will be deemed an
original, and all of which together shall constitute one and the same
agreement.
(c) Amendments and
Waivers. This Agreement may be amended and the observance of
any term of this Agreement may be waived, only with the written consent of the
Company and the Purchaser.
(d) Severability. If
any provision of this Agreement is determined by any court of competent
jurisdiction to be invalid, illegal or unenforceable in any respect, such
provision will be enforced to the maximum extent possible given the intent of
the parties hereto. If such clause or provision cannot be so
enforced, such provision shall be stricken from this Agreement and the remainder
of this Agreement shall be enforced as if such invalid, illegal or unenforceable
clause or provision had (to the extent not enforceable) never been contained in
this Agreement. Notwithstanding the forgoing, if the value of this
Agreement based upon the substantial benefit of the bargain for any party is
materially impaired, which determination as made by the presiding court or
arbitrator of competent jurisdiction shall be binding, then both parties agree
to substitute such provision(s) through good faith negotiations.
(e) Entire
Agreement. This Agreement, together with all the Exhibits
hereto, constitute the entire agreement and understanding of the parties with
respect to the subject matter of this Agreement, and supersede any and all prior
understandings and agreements, whether oral or written, between or among the
parties hereto with respect to the specific subject matter hereof.
(f) Adjustments for Stock
Splits, Etc. Wherever in this Agreement there is a reference
to a specific number of shares of Common Stock of the Company of any class or
series, then, upon the occurrence of any subdivision, combination or stock
dividend of such class or series of stock, the specific number of shares so
referenced in this Agreement shall automatically be proportionally adjusted to
reflect the affect on the outstanding shares of such class or series of stock by
such subdivision, combination or stock dividend.
(g) Third
Parties. Nothing in this Agreement, express or implied, is
intended to confer upon any person, other than the parties hereto and their
successors and assigns, any rights or remedies under or by reason of this
Agreement.
Executed
this 22nd day of April, 2009.
PURCHASER:
PENDLE
PROPERTIES LIMITED,
an Isle
of Man corporation
By By
X.
Xxxxxxxxx,
Director
X. Xxxxxxx, Director
SUBSCRIPTION
ACCEPTED:
RAHAXI
INC.,
a Nevada
corporation
By:_______________________________
Name:
Xxxx Xxxx, President
