SECURITIES SUBSCRIPTION AGREEMENT
THIS
SECURITIES SUBSCRIPTION AGREEMENT, dated as of September 27, 2006 ("Agreement"),
is
executed in reliance upon the exemption from registration afforded by Rule
506
promulgated under Regulation D by the Securities and Exchange Commission
("SEC"),
under
the Securities Act of 1933 (“Act”), as amended and/or under any other available
exemption from registration under the Act. Capitalized terms used herein and
not
defined shall have the meanings given to them in Rule 506 and Regulation
D.
This
Agreement has been executed and entered into by and between JRF
Investments VI
("Buyer"),
to
purchase certain securities of the Seller consisting of units comprised of
one
share of common stock and two warrants to purchase additional shares of common
stock (“Units”). Buyer hereby intends to subscribe to purchase 100,000
Units
from Resolve Staffing, Inc., a corporation organized under the laws of Nevada,
with executive offices at 0000 Xxxx Xxxxx, Xxxxxxxxxx, Xxxx 00000 (the “Seller”)
at a purchase price of $1.50 per Unit, with the aggregate purchase price
equaling $150,000.
Buyer
hereby represents and warrants to, and agrees with Seller:
THE
SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED WITH THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE
AND
ARE BEING ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY SECTION
3(b) OR SECTION 18 OF THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES
AND
REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT"), AND RULE 506 OF REGULATION
D PROMULGATED THEREUNDER.
THE
SECURITIES PURCHASED UNDER THIS AGREEMENT WILL BEAR A RESTRICTIVE LEGEND
REFLECTING THAT THE SHARES OF COMMON STOCK THAT ARE THE SUBJECT OF THIS
AGREEMENT ARE “RESTRICTED SECURITIES” WITHIN THE DEFINITION OF REGULATION D OF
THE 1933 ACT.
1.
Agreement
to Subscribe; Purchase Price.
(a)
Subscription.
The
undersigned Buyer hereby subscribes for and agrees to purchase the Seller's
Units consisting of shares of Seller’s common stock, par value $.0001 per share
(“Common Stock”), in the amount of 100,000
shares
at a price of $1.50 per share for a total aggregate purchase price of
$150,000
(“Purchase Price”), which Units also include certain Warrants as set forth in
that certain Warrant Agreement of even date herewith that has been entered
into
by and between the Seller and the Buyer.
(b)
Payment.
The
Purchase Price for the Units shall be delivered to the Seller on the date of
this Agreement, against the delivery to the Buyer of duly authorized shares
of
the Seller’s Common Stock, in the amount set forth above in Section 1(a) of this
Agreement and upon duly authorized delivery of the Warrant Agreement and Warrant
Certificates of even date herewith.
(c)
Closing.
Subject
to the satisfaction of the conditions set forth in Sections 7, 8 and 11 below,
the Closing of the transactions contemplated by this Agreement shall take place
(“Closing
Date”)
when
(i) Seller delivers the Common Stock to the Buyer, (ii) Seller executes this
Agreement, the Warrant Agreement and issues the Warrant Certificates and any
other transaction documents, including appropriate resolutions of its Board
of
Directors, and (iii) Buyer pays the Purchase Price for the Units as shown in
Section 1(a) of this Agreement.
2.
Buyer
Representations and Covenants;
In
connection with the purchase and sale of the Units, Buyer represents and
warrants to, and covenants and agrees with Seller as follows:
(a)
Buyer
is not, and on the closing date will not be, an affiliate of
Seller;
(b)
Buyer
is an “accredited investor” as defined in Rule 501 of Regulation D promulgated
under the 1933 Act and under Section 18 of the Act, and is purchasing the Units
and the securities comprising the Units for his own account and Buyer is
qualified to purchase the Units under the laws of the State of Buyer’s
residence.;
(c)
All
offers and sales of any of the Units by Buyer shall be made in compliance with
any applicable securities laws of any applicable jurisdiction and in accordance
with Rule 506, as applicable, of Regulation D or pursuant to any other available
exemption from registration;
(d)
Buyer
understand that the Units, the Common Stock, the Warrant Agreement, Warrant
Certificates and Warrant Shares are not registered under the 1933 Act and are
being offered and sold to the Buyer in reliance on specific exemptions from
the
registration requirements of Federal and State securities laws, and that Seller
is relying upon the truth and accuracy of the representations, warranties,
agreements, acknowledgments and understandings of Buyer set forth herein and
in
all other collateral documents required by this transaction in order to
determine the applicability of such exemptions and the suitability of Buyer
to
acquire the Units;
(e)
Buyer
shall comply with Rule 506 promulgated under Regulation D;
(f)
Buyer
has the full right, power and authority to enter into this Agreement and to
consummate the transaction contemplated herein. This Agreement has been duly
authorized, validly executed and delivered on behalf of Buyer and is a valid
and
binding agreement in accordance with its terms, subject to general principles
of
equity and to bankruptcy or other laws affecting the enforcement of creditors'
rights generally;
(g)
As to
any Buyer that is a corporations, the execution and delivery of this Agreement
and the consummation of the purchase of the Units and the transactions
contemplated by this Agreement do not and will not conflict with or result
in a
breach by Buyer of any of the terms or provisions of, or constitute a default
under, the articles of incorporation or by-laws (or similar constitutive
documents) of Buyer or any indenture, mortgage, deed of trust, or other material
agreement or instrument to which Buyer is a party or by which it or any of
its
properties or assets are bound, or any existing applicable law, rule or
regulation of the United States or any State thereof or any applicable decree,
judgment or order of any Federal or State court, Federal or State regulatory
body, administrative agency or other United States governmental body having
jurisdiction over Buyer or any of its properties or assets;
(h)
All
invitations, offers and sales of or in respect of, any of the Units, by Buyer
and any distribution by Buyer of any documents relating to any invitation,
offer
or sale by them of any of the Units will be in compliance with applicable laws
and regulations, will be made in such a manner that no prospectus need be filed
and no other filing need be made by Seller with any regulatory authority or
stock exchange in any country or any political sub-division of any country,
and
Buyer will make no misrepresentations nor omissions of material fact in the
invitation, offer or resale of the Units;
(i)
The
Buyer (or others for whom it is contracting hereunder) has been advised to
consult his own legal and tax advisors with respect to applicable resale
restrictions and applicable tax considerations and he (or others for whom it
is
contracting hereunder) is solely responsible (and the Seller is not in any
way
responsible) for compliance with applicable resale restrictions and applicable
tax legislation;
(j)
Buyer
understands that no Federal or State or foreign government agency has passed
on
or made any recommendation or endorsement of an investment in the
Units;
(k)
Buyer
has had an opportunity to receive and review all material information and
financial data and to discuss with the officers of Seller, all matters relating
to the securities, financial condition, operations and prospects of Seller
and
any questions raised by Buyer have been answered to Buyer's
satisfaction.
(l)
Buyer
acknowledges that the purchase of the Units involves a high degree of risk.
Buyer has such knowledge and experience in financial and business matters that
he is capable of evaluating the merits and risks of purchasing the Units. Buyer
understands that the Units are not being registered under the 1933 Act, or
under
any state securities laws, and therefore Buyer must bear the economic risk
of
this investment for an indefinite period of time;
(m)
The
Buyer is not a "10-percent Shareholder" (as defined in Section 871(h)(3)(B)
of
the U.S. Internal Revenue Code) of Seller; and
3.
Seller
Representations and Covenants.
(a)
Seller is a corporation duly organized and validly existing under the laws
of
the State of Nevada and is in good standing under such laws with its principal
executive office located in the State of Ohio. The Seller has all requisite
corporate power and authority to own, lease and operate its properties and
assets, and to carry on its business as presently conducted. The Seller is
qualified to do business as a foreign corporation in each jurisdiction in which
the ownership of its property or the nature of its business requires such
qualification, except where failure to so qualify would not have a material
adverse effect on the Seller.
(b)
There
are 50,000,000 shares of Seller's Common Stock, $.0001 par value per share
("Common
Stock")
authorized and approximately 16,000,000 shares outstanding as of September
26,
2006. All issued and outstanding shares of Common Stock have been authorized
and
validly issued and are fully paid and non-assessable. There are no shares of
preferred stock outstanding at the date of this Agreement. There are 851,320
warrants with a strike price of $.75. The warrants expire in June, 2007.
(c)
The
execution and delivery of this Agreement do not, and the consummation of the
transactions contemplated hereby will not, conflict with, or result in any
violation of, or default (with or without notice or lapse of time, or both),
or
give rise to a right of termination, cancellation or acceleration of any
obligation or to a loss of a material benefit, under, any provision of the
Articles of Incorporation, and any amendments thereto, By-Laws, Stockholders
Agreements and any amendments thereto of the Seller or any material mortgage,
indenture, lease or other agreement or instrument, permit, concession,
franchise, license, judgment, order, decree, statute, law ordinance, rule or
regulation applicable to the Seller, its properties or assets. There is no
action, suit or proceeding pending, or to the knowledge of the Seller,
threatened against the Seller, before any court or arbitrator or any government
body, agency or official, which would have a material adverse affect on Seller=s
operations or financial condition.
(d)
The
Seller is subject to the reporting requirements of Sections 13 or 15(d) of
the
Securities and Exchange Act. The securities that comprise the Units when issued,
will be issued in compliance with all applicable U.S. federal and state
securities laws. The execution and delivery by the Seller of this Agreement
and
the issuance of the Common Stock will not contravene or constitute a default
under any provision of applicable law or regulation. The Seller is in compliance
with and conforms with, and will continue to comply with and conform with,
all
securities laws, state and federal, ordinances, rules, regulations, orders,
restrictions and all other legal requirements of any domestic or foreign
government or any instrumentality thereof having jurisdiction over the conduct
of its businesses or the ownership of its properties, including but not limited
to all laws concerning investor relations, public relations, disclosures under
the securities laws and broker-dealers statutes and laws.
(e)
There
is no material fact known to the Seller that has not been publicly disclosed
by
the Seller or disclosed in writing to the Buyer which could reasonably be
expected to have a material adverse effect on the condition (financial or
otherwise) or on the earnings, business affairs, properties or assets of the
Seller, or could reasonably be expected to materially and adversely affect
the
ability of the Seller to perform its obligations pursuant to this Agreement.
The
information furnished by the Seller to Buyer for purposes of or in connection
with this Agreement or any transaction contemplated hereby does not contain
any
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements contained therein, in light of the circumstances
under which they are made, not misleading.
(f)
No
consent, approval or authorization of or designation, declaration or filing
with
any governmental authority on the part of the Seller is required in connection
with the valid execution and delivery of this Agreement, or the offer, sale
or
issuance of the Common Stock, Warrants or Warrant Shares, or the consummation
of
any other transaction contemplated hereby, except the filing with the SEC and
certain other states of a Form D Notice of Sale of Securities.
(g)
There
is no action, proceeding or investigation pending, or to the Seller's knowledge,
threatened, against the Seller which might result, either individually or in
the
aggregate, in any material adverse change in the business, prospects,
conditions, affairs or operations of the Seller. The Seller is not a party
to or
subject to the provisions of any order, writ, injunction, judgment or decree
of
any court or government agency or instrumentality. There is no action, suit
proceeding or investigation by the Seller currently pending or which the Seller
intends to initiate. The SEC has not issued any order suspending trading in
the
Seller's Common Stock and the Seller is not under investigation by the SEC
or
the National Association of Securities Dealers, and there are no proceedings
pending or threatened before either regulatory body.
(h)
There
are no other material outstanding debt or equity securities presently
convertible into Common Stock.
(j)
The
issuance, sale and delivery of the Units and the securities comprising the
Units
have been duly authorized by all required corporate action on the part of the
Seller, and when issued, sold and delivered in accordance with the terms hereof
and thereof for the consideration expressed herein and therein, will be duly
and
validly issued, fully paid and non-assessable. There are no pre-emptive rights
of any shareholder of Seller.
(k)
This
Agreement has been duly authorized, validly executed and delivered on behalf
of
Seller and is a valid and binding agreement in accordance with its terms,
subject to general principles of equity and to bankruptcy or other laws
affecting the enforcement of creditors' rights generally. The Seller has all
requisite right, power and authority to execute and deliver this Agreement
and
to consummate the transactions contemplated hereby. All corporate action on
the
part of the Seller, its directors and shareholders necessary for the
authorization, execution, delivery and performance of this Agreement and the
Common Stock has been taken. Upon their issuance to the Buyer, the Common Stock
will be validly issued and non-assessable, and will be free of any liens or
encumbrances.
4.
Exemption;
Reliance on Representations.
Buyer
understands that the offer and sale of the Units and the securities comprising
the Units are not being registered under the 1933 Act. Seller and Buyer are
relying on the rules governing offers and sales made pursuant to Rule 506
promulgated under Regulation D as well as any other available exemption from
registration.
5.
Delivery
Instructions.
The
shares of Common Stock being purchased as Units offered by the Seller shall
be
delivered to the Buyer, and the Purchase Price, shall be delivered to the
Seller.
6.
Conditions
To Seller's Obligation To Sell.
Seller's obligation to sell the Units is conditioned upon:
(a)
The
receipt and acceptance by Seller of this Agreement as executed by
Buyer.
(b)
All
of the representations and warranties of the Buyer contained in this Agreement
shall be true and correct on the Closing Date with the same force and effect
as
if made on and as of the Closing Date. The Buyer shall have performed or
complied with all agreements and satisfied all conditions on its part to be
performed, complied with or satisfied at or prior to the Closing
Date.
(c)
No
order asserting that the transactions contemplated by this Agreement are subject
to the registration requirements of the Act shall have been issued, and no
proceedings for that purpose shall have been commenced or shall be pending
or,
to the knowledge of the Seller, be contemplated. No stop order suspending the
sale of the Common Stock or Common Stock shall have been issued, and no
proceedings for that purpose shall have been commenced or shall be pending
or,
to the knowledge of the Seller, be contemplated.
7.
Conditions
To Buyer' Obligation To Purchase.
Buyer'
obligation to purchase the Units is conditioned upon:
(a)
The
confirmation of receipt and acceptance by Seller of this Agreement as evidenced
by execution of this Agreement by a duly authorized officer of
Seller.
(b)
Delivery of the Common Stock, the Warrant Agreement and the Warrant Certificates
to the Buyer.
8.
Miscellaneous.
(a)
Entire Agreement. This Agreement, constitutes the entire agreement between
the
parties, and neither party shall be liable or bound to the other in any manner
by any warranties, representations or covenants except as specifically set
forth
herein. Any previous agreement among the parties related to the transactions
described herein is superseded hereby. The terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the restrictive
successors and assigns of the parties hereto. Nothing in this Agreement, express
or implied, is intended to confer upon any party, other than the parties hereto,
and their respective successors and assigns, any rights, remedies, obligations
or liabilities under or by reason of this Agreement, except as expressly
provided herein.
(b)
Survival. All representations and warranties contained in this Agreement by
Seller and Buyer shall survive the closing of the transactions contemplated
by
this Agreement.
(c)
Governing Law. This Agreement shall be construed in accordance with the laws
of
Nevada applicable to contracts made and wholly to be performed within the State
of Nevada and shall be binding upon the successors and assigns of each party
hereto. Buyer and Seller hereby mutually waive trial by jury and consent to
exclusive jurisdiction and venue in the courts of the State of Ohio. At the
Seller's election, any dispute between the parties may be arbitrated rather
than
litigated in the courts, before the arbitration board of the American
Arbitration Association in Ohio and pursuant to its rules. Upon demand made
by
the Seller to the Buyer or any one of them, such Buyer(s) agree to submit to
and
participate in such arbitration. This Agreement may be executed in counterparts,
and the facsimile transmission of an executed counterpart to this Agreement
shall be effective as an original.
(d)
Seller Indemnification. Seller agrees to indemnify and hold Buyer harmless
from
any and all claims, damages and liabilities arising from Seller's breach of
its
representations and/or covenants set forth herein.
(e)
Buyer’ Indemnification. Buyer agrees to indemnify and hold Seller harmless from
any and all claims, damages and liabilities arising from Buyer' breach of their
representations and warranties set forth in this Agreement.
(f)
Form
D. Seller shall filed a Form D with the SEC and all filings required by any
applicable state securities regulatory agencies upon the Closing of this
transaction.
(h)
Notices. All notices, requests, consents and other communications hereunder
shall be in writing, shall be delivered by hand or sent by Fedex for next day
delivery. Each such notice or other communication shall for all purposes of
this
Escrow Agreement be treated as effective or having been given when delivered,
if
delivered personally, or, if sent by overnight express mail service, 1 day
after
the same has been depos-ited with the Fedex. All such notices must also be
sent
by facsimile on the same day to the parties as follows:
If
to
Seller: Resolve
Staffing, Inc.
0000
Xxxx
Xxxxx
Xxxxxxxxxx,
XX 00000
Attn:
Xxx
Xxxxxxxx, President
Phone:
000-000-0000
Fax:
000-000-0000
If
to
Buyer: See
Page
1 of this Agreement
(i)
Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
IN
WITNESS WHEREOF, the undersigned has executed this Agreement as of the date
first set forth above.
Official
Signatory of Seller:
By:
_/r/Xxx
Heineman_
Xxx
Xxxxxxxx, President
Signatory
of Buyer:
By:
/s/ Xxxx X. Xxx
Xxxx
X.
Xxx, JRF Investments VI
