Exhibit 10.17
EXHIBIT "B"
SUBSCRIPTION AGREEMENT
June 2, 1997
Synergistic Holdings Corp.
00 Xxxxx Xxxxx
Xxxxxxxxx, Xxx Xxxx 00000
Gentlemen:
A. Subscription. The undersigned hereby subscribes for
25,000 shares of Series C Preferred Stock (the "Stock") of Synergistic
Holdings Corp., a Delaware corporation (the "Company").
B. Acceptance of Subscription. The undersigned is tendering
payment for the subscribed for Stock by check in the amount of $25,000 to the
order of Synergistic Holdings Corp. All funds received from the undersigned
for Stock will be held in a segregated account by the Company until June 15,
1997 (the "Closing") or earlier termination of the offering.
This Subscription Agreement, together with the check, should
be delivered to Synergistic Holdings Corp., 00 Xxxxx Xxxxx, Xxxxxxxxx, Xxx
Xxxx 00000, Attention: Xxxxxxxxx Xxxxx. If this subscription is rejected by
the Company, the amount tendered by the investor shall be promptly returned in
full to the undersigned by the Company, without interest or deduction, and
this Subscription Agreement shall be null and void and of no further force or
effect. The Company shall have the right to reject this subscription, in whole
or in part.
C. Amendment of Certificate of Incorporation. By no later
than December 31, 1997, the Company hereby agrees to amend its Certificate of
Incorporation to increase the number of shares of the Company's common stock,
$0.01 par value per share (the "Common Stock") which it is authorized to issue
to have available a sufficient number of authorized Common Stock to issue upon
conversion of the Series C Preferred Stock. In the event that such amendment
has not been approved by the Company's Board of Directors and shareholders by
December 31, 1997, the Company agrees to pay the undersigned $1,000,000.00.
D. Representations and Warranties of the Undersigned. The
undersigned hereby represents and warrants to the Company that the undersigned
has received and had the opportunity to review the Company's 10-QSB for the
quarterly period ended January 31, 1997 and certain other financial
information relating to the Company. The undersigned has also had the
opportunity to ask questions of and to receive answers from the Company and
its representatives, with respect to the Company and the terms and conditions
of this offering. The undersigned and the undersigned's representatives, if
any, have been offered access to the books and records of the Company. All
materials and information requested by the undersigned and the undersigned's
representatives, if any, including any information requested to verify any
information furnished, have been made available to the undersigned.
E. Representations and Warranties of the Company.
1. The Company has been duly and validly incorporated
and is validly existing and in good standing as a corporation under the laws of
the State of Delaware. The Company has all requisite power and authority to
enter into this Subscription Agreement and to be bound by the provisions and
conditions hereof.
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2. All corporate action required to be taken by the
Company prior to the issuance and
sale of the Stock has been taken; and the Stock when issued shall be duly and
validly issued.
F. Further Documents. The parties agree to execute any and
all such further instruments and documents, and to take any and all such
further actions reasonably required to effectuate this Subscription Agreement
and the intent and purposes hereof.
G. Assignability. This Subscription Agreement is not
transferrable or assignable by the undersigned.
H. Applicable Law. This Subscription Agreement shall be
governed by and construed in accordance with the internal laws of the State of
New York, applicable to contracts made and to be performed wholly within that
state, without regard to the conflict of law rules thereof.
I. Modification. This Subscription Agreement may not be
amended, modified or terminated except by an instrument in writing signed by all
parties hereto.
J. Counterparts. This Subscription Agreement may be executed
through the use of separate signature pages or in any number of counterparts,
and each of such counterparts shall, for all purposes, constitute one
agreement binding on all parties, notwithstanding that all parties are not
signatories to the same counterpart.
IN WITNESS WHEREOF, the undersigned has executed this
Subscription Agreement this 2nd day of June 1997.
XXXXXXX MANAGEMENT, LLC
By: /s/ Xxxxxx Xxxxx
-------------------------------
Name: Xxxxxx Xxxxx, O.D.
Title: Managing Member
Tax I.D. No. 00-0000000
ACCEPTED:
SYNERGISTIC HOLDINGS CORP.
By: /s/ Xxxxxxxxx Xxxxx
-----------------------------
Name: Xxxxxxxxx Xxxxx
Title: Chief Executive Officer
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