SUBSCRIPTION AGREEMENT
This SUBSCRIPTION AGREEMENT (the Agreement ) is made and entered
into this June 01, 2015 (the Effective Date ) by and between
ralliBox, Inc., located at 000 00XX XX, XXXXX, Xxxx 00000 (the
Company ) and Netherin Enterprises, LLC, located at 000 00XX XX,
XXXXX, Xxxx 00000 (the Subscriber ).
RECITALS
WHEREAS the Subscriber wishes to subscribe for 12,000,000 shares
(the Shares ) of the capital stock of ralliBox, Inc. at the
subscription price of $0.50 Dollars per share.
WHEREAS the Subscriber hereby acknowledges that the Company is
relying upon the accuracy and completeness of the representations
in this Agreement in complying with its obligations under applicable
federal and state securities laws.
WHEREAS it is the intention of the parties to the Agreement that
this subscription will be made pursuant to appropriate exemptions
(the Exemption ) from the registration and prospectus or equivalent
requirements of all rules, policies, notices, orders, and
legislation of any kind (collectively the Securities Rules ) of all
jurisdictions applicable to this subscription;
NOW THEREFORE, for the reasons set forth above, and in consideration
of the foregoing and of the mutual promises and covenants of the
Company and Subscriber contained herein, and for other good and
valuable consideration, the receipt of which is hereby acknowledged,
the Company and the Subscriber agree as follows:
I. REPRESENTATIONS AND WARRANTIES
The Subscriber represents and warrants to the Company, and
acknowledges that the Company is relying on these representations
and warranties to, among other things, ensure that it is complying
with all of the applicable Securities Rules, that:
i. The Subscriber is aware of the degree of risk associated with
the purchase of the Shares of the Company;
ii. The Subscriber is fully aware and understands that at any time
the Company may operate at a loss rather than a profit, and may do
so for an unforeseeable amount of time;
iii. The Subscriber has the financial means to meet all of the
obligations contemplated herein;
iv. The Subscriber has read and fully understands the terms,
conditions and effect of this Agreement, and all other documents
in connection therewith; 02
v. The Subscriber hereby confirms that he/she has reviewed or had
the opportunity to review, all documents, records, and books
pertaining to the investment in the Company;
vi. The Subscriber has in depth knowledge and experience in
financial and business matters pertaining to the subject matter
contained in this Agreement and is capable of evaluation the risks
of any investment in the Company;
vii. The offer to sell Shares was communicated to the Subscriber by
the Company in such a manner that the Subscriber was able to ask
questions of and receive answers from the Company concerning the
terms and conditions of this transaction and that at no time was
Subscriber presented with or solicited by any brochure, public
promotional meeting, newspaper or magazine article, radio or
television advertisement or any other form of advertising or general
solicitation;
viii. The Subscriber has determined that the purchase of the Shares
is a suitable investment;
ix. The Shares for which the Subscriber hereby subscribes are being
acquired solely for the Subscribers own account, for investment
purposes; and the Subscriber agrees that he/she will not sell or
otherwise transfer the Shares unless the Shares are registered
under the Act and qualified under applicable state securities
laws or unless, in the opinion of the Company, and exemption from
the registration requirements of the Act and such law is available;
x. The Subscriber has been advised to consult with the Subscribers
own attorney regarding legal matters concerning an investment in
the Company and has done so to the extent the Subscriber deems
necessary.
II. INDEMNIFICATION
The Subscriber hereby agrees to indemnify and hold harmless the
Company and any of its officers, directors, shareholders, employees,
agents or affiliates (collectively the Indemnified Parties and
individually an Indemnified Party ) who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, against losses, liabilities and
expenses of each Indemnified Party (including attorneys fees,
judgments, fines and amounts paid in settlement, payable as
incurred) incurred by such person or entity in connection with
such action, arbitration, suit or proceeding, by reason of or
arising from (i) any misrepresentation or misstatement of facts
or omission to represent or state facts made by the Subscriber,
including, without limitation, the information in this Agreement,
or (ii) litigation or other proceeding brought by the Subscriber
against one or more Indemnified Party in which the Indemnified
Party is the prevailing party.
III. PURCHASE BY AN ENTITY
The Subscriber is an entity (the Entity ) and the person authorized
to sign on behalf of such Entity is a duly appointed agent or
representative of the Entity and hereby warrants, that:
i. Such Entity is an existing entity, and has not been organized or
reorganized for the purpose of making this investment;
ii. The Entity is in good standing in the applicable jurisdiction
and that the Subscriber has the authority to execute this Agreement
and any other documents in connection with investment in the Shares
on the Entity s behalf;
iii. The Entity has the power, right, and authority to invest in the
Shares and enter into transactions contemplated herein, and the
investment is suitable and appropriate for the Entity and its
shareholders and beneficiaries;
iv. Any and all documents entered into and executed by the entity
in connection with the Company are valid and binding documents of
the Entity enforceable in accordance with their terms.
IV. MISCELLANEOUS
i. All notices or other communications given or made hereunder shall
be in writing and shall be delivered or mailed by registered or
certified mail, return receipt requested, postage prepaid, to the
Company at its registered head office address and to the
undersigned set forth on the signature page hereof; or by
electronic communication.
ii. This Agreement shall be governed by and construed in accordance
with the laws of the State of Utah and, to the extent it involves
any United States statute, in accordance with the laws of the
United States.
iii. This Agreement constitutes the entire agreement between the
Company and the Subscriber with respect to the subject matter
hereof and supersedes any prior or contemporaneous understanding,
representations, warranties or agreements, whether oral or written.
IN WITNESS WHEREOF, the parties have caused this Subscription
Agreement dated June 01, 2015 between ralliBox, Inc. and Netherin
Enterprises, LLC to be executed as of June 01, 2015
By: _____________________________ Signature of Subscriber
Xxxxx Xxxxxxx, Managing Member Netherin Enterprises, LLC
By: _____________________________ Signature of Company
Xxxxx Xxxxxxx, President ralliBox, Inc.
