Exhibit 10.70
SUBSCRIPTION AGREEMENT
SUBSCRIPTION AGREEMENT made as of this 27th day of December, 0000
xxxxxxx XxXxx Xxx.xxx, x Xxxxxx, Xxxxxx Xxxxxx corporation with its registered
office at 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxxxx, XX00000, Xxxxxx
Xxxxxx of America (the "Company"), and Asia Internet Assets Inc. (the
"Subscriber") with its office at Xx. 0, Xxxxxxx Xxx, #00-00, XXX Xxxxxxxx,
Xxxxxxxxx 000000. The parties hereto have agreed to enter into this Subscription
Agreement which shall supercede the Subscription Agreement dated 23rd March
2000.
WHEREAS, the Company desires to issue 5,000,000 shares of its common
stock, (the "Common Stock") at a price of $0.50 per Share on the terms and
conditions hereinafter set forth and Subscriber desires to acquire that number
of shares of Common Stock set forth on the signature page hereof (the "Shares");
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants hereinafter set forth, the parties hereto do hereby agree as follows:
I. SUBSCRIPTION FOR SHARES AND REPRESENTATIONS AND
WARRANTIES BY SUBSCRIBER
Subscriber hereby represents and warrants to the Company as follows:
1.1 Subject to the terms and conditions hereinafter set forth,
Subscriber hereby subscribes for and agrees to purchase from the Company the
Shares at a price equal to $0.50 per Share and the Company agrees to sell the
Shares to Subscriber for said purchase price subject to the Company's right to
sell to Subscriber such lesser number of Shares as it may, in its sole
discretion, deem necessary or desirable. The purchase price is payable, in U.S.
Dollars, by certified or bank check made payable to the Company, or by wire
transfer to the Company's account at such bank as shall be designated by the
Company, contemporaneously with the execution and delivery of this Subscription
Agreement. In exchange therefore, the Company will deliver certificate(s)
registered in the name of Subscriber representing the shares purchased and which
shall bear the customary restrictive legend on transferability pursuant to Rules
502 and 506 of Regulation D promulgated under the United States Securities Act
of 1933, as amended (the "Act"). The total purchase price is payable as follows:
i) $1,000,000 of the total purchase price has been paid to the designated bank
account ii) $1,000,000 of the total purchase price shall be paid to the
designated bank account by February 27, 2001; and iii) the remaining sum of
$500,000 shall be paid by March 30, 2001.
1.2 Subscriber recognizes and acknowledges that the purchase
of the Shares involves a high degree of risk in that (i) an investment in the
Company is highly speculative and only investors who can afford the loss of
their entire investment should consider investing in the Company and the Shares;
(ii) he may not be able to liquidate his investment; and (iii) in the event of a
disposition, an investor could sustain the loss of his entire investment.
1.3 Subscriber represents that he is an "accredited investor"
as such term in defined in Rule 501 of Regulation D promulgated under the Act,
as indicated by his responses below, and that he is able to bear the economic
risk of an investment in the Shares.
Accredited Investor Questionnaire: Please check all of the following that
apply to you:
____ (1) Any natural person whose individual
net worth, or joint net worth with that person's spouse, at the time of his
purchase exceeds $1,000,000;
____ (2) Any natural person who had an individual
income in excess of $200,000 in each of the two most recent years or joint
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 income level in the
current year;
____ (3) Any director, executive officer, or
general 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;
____ (4) 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 5076(b)(2)(ii);
____ (5) Any private business development company
as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;
____ (6) Any organization described in Section
501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar
business trust, or partnership, not formed for the specific purpose of acquiring
the securities offered, with total assets in excess of $5,000,000;
____ (7) Any bank as defined in Section 3(a)(2)
of the Act or any savings and loan association or other institution as defined
in Section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary
capacity;
____ (8) Any insurance company as defined in
Section 2(13) of the Act;
____ (9) 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;
____ (10) 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;
____ (11) Any plan established and maintained by a
state, its political subdivisions, or any agency or instrumentality of a state
or its political subdivisions, for the benefit of its employees, if such plan
has total assets in excess of $5,000,000;
____ (12) 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, if the employee benefit plan has
total assets in excess of $5,000,000, or if a self-directed plan, with
investment decisions made solely by person that are accredited investor; and
____ (13) Any entity in which all of the equity
owners are accredited investors.
1.4 Subscriber acknowledges that he has prior investment
experience, including investment in non-listed securities, or he has employed
the services of an investment advisor, attorney or accountant to read all of the
documents furnished or made available by the Company to him and to all other
prospective investors of shares of Common Stock being offered by the Company and
to evaluate the merits and risks of such an investment on his behalf, and that
he recognizes the highly speculative nature of this investment.
1.5 Subscriber acknowledges that he has been furnished by the
Company during the course of this transaction with all information regarding the
Company which he had requested or desired to
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know; that all documents which could be reasonably provided have been made
available for his inspection and review; that he has been afforded the
opportunity to ask questions of and receive answers from duly authorized
officers or other representatives of the Company concerning the terms and
conditions of the offering, and any additional information which he had
requested.
1.6 Subscriber acknowledges that this offering of Shares has
not been reviewed by the United States Securities and Exchange Commission
("SEC") because of the Company's representations that this is intended to be a
nonpublic offering pursuant to Sections 4(2) or 3(b) of the Act. The Subscriber
represents that the Shares are being purchased for his own account, for
investment and not for distribution or resale to others. Subscriber acknowledges
that the Shares have not been registered under the Act, or any state or foreign
securities laws, and may not be offered, sold or transferred by the Subscriber
unless registered under the Act and applicable state and foreign securities
laws, or an exemption from registration is available in the opinion of Company
counsel.
1.7 Subscriber understands that the Company will review this
Subscription Agreement and that the Company reserves the unrestricted right to
reject or limit any subscription and to close the offer at any time.
1.8 Subscriber hereby represents that the address of
Subscriber furnished by him at the end of this Subscription Agreement is the
undersigned's principal residence if he is an individual or its principal
business address if it is a corporation or other entity.
1.9 Subscriber hereby represents that, except as set forth in
any written material furnished by the Company to subscriber in connection with
his proposed investment, no representations or warranties have been made to
Subscriber by the Company or any agent, employee or affiliate of the Company and
in entering into this transaction, Subscriber is not relying on any information,
other than that contained in any such written material and the results of
independent investigation by Subscriber.
II. REPRESENTATIONS BY THE COMPANY
The Company represents and warrants to Subscriber as follows:
(a) The Company is a corporation duly organized, existing and
in good standing under the laws of the State of Nevada and has the corporate
power to conduct the business which it conducts and proposes to conduct.
(b) The execution, delivery and performance of this
Subscription Agreement by the Company has been duly approved by the Board of
Directors of the Company and all other actions required to authorize and effect
the offer and sale of the Shares has been duly taken and approved.
(c) The Shares have been duly and validly authorized and when
issued and paid for in accordance with the terms hereof, will be duly and
validly issued, fully paid and non-assessable.
(d) The Company has obtained all licenses, permits and other
governmental authorizations necessary to the conduct of its business; such
licenses, permits and other governmental authorizations are in full force and
effect; and the Company is in all material respects complying therewith.
(e) The Company knows of no pending or threatened legal or
governmental proceedings to which the Company is a party which could materially
adversely affect the business, property, financial condition or operations of
the Company.
(f) The Company is not in violation of or default under, nor
will the execution and delivery of this Subscription Agreement or the issuance
of the Shares, result in a violation of, or constitute a default under, the
certificate of incorporation or by-laws, in the performance or observance of any
material
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obligations, agreement, covenant or condition contained in any bond, debenture,
note or other evidence of indebtedness or in any material contract, indenture,
mortgage, loan agreement, lease, joint venture or other agreement or instrument
to which the Company is a party or by which it or any of its properties may be
bound or in violation of any material order, rule, regulation, writ, injunction,
or decree of any government, governmental instrumentality or court, domestic or
foreign.
(h) No commission or finder's fee will be payable by the
Company in connection with the sale of the Shares.
III. MISCELLANEOUS
3.1 Any notice or other communication given hereunder shall be
deemed sufficient if in writing and sent by registered or certified mail, return
receipt requested, addressed to the Company, at its address set forth above, and
to Subscriber at his address indicated on the last page of this Subscription
Agreement. Notices shall be deemed to have been given on the date of mailing,
except notices of change of address, which shall be deemed to have been given
when received.
3.2 This Subscription Agreement shall not be changed, modified
or amended except by a writing signed by the parties to be charged, and this
Subscription Agreement may not be discharged except by performance in accordance
with its terms or by a writing signed by the party to be charged.
3.3 This Subscription Agreement shall be binding upon and
inure to the benefit of the parties hereto and to their respective heirs, legal
representatives, successors and assigns. This Subscription Agreement sets forth
the entire agreement and understanding between the parties as to the subject
matter thereof and merges and supersedes all prior discussions, agreements and
understandings of any and every nature among them.
3.4 Notwithstanding the place where this Subscription
Agreement may be executed by any of the parties hereto, the parties expressly
agree that all the terms and provisions hereof shall be construed in accordance
with and governed by the laws of the State of New York. The parties hereby agree
that any dispute which may arise between them arising out of or in connection
with this Subscription Agreement shall be adjudicated before a court located in
New York City and they hereby submit to the exclusive jurisdiction of the courts
of the State of New York located in New York, New York and of the federal courts
in the Southern District of New York with respect to any action or legal
proceeding commenced by any party, and irrevocably waive any objection they now
or hereafter may have respecting the venue of any such action or proceeding
brought in such a court or respecting the fact that such court is an
inconvenient forum, relating to or arising out of this Subscription Agreement or
any acts or omissions relating to the sale of the securities hereunder, and
consent to the service of process in any such action or legal proceeding by
means of registered or certified mail, return receipt requested, in care of the
address set forth below or such other address as the undersigned shall furnish
in writing to the other.
3.5 This Subscription Agreement may be executed in
counterparts. Upon the execution and delivery of this Subscription Agreement by
Subscriber, this Subscription Agreement shall become a binding obligation of
Subscriber with respect to the purchase of the Shares as herein provided;
subject, however, to the right hereby reserved to the Company to enter into the
same agreements with other subscribers and to add and/or to delete other persons
as subscribers.
3.6 The holding of any provision of this Subscription
Agreement to be invalid or unenforceable by a court of competent jurisdiction
shall not affect any other provision of this Subscription Agreement, which shall
remain in full force and effect.
3.7 It is agreed that a waiver by either party of a breach of
any provision of this Subscription Agreement shall not operate, or be construed,
as a waiver of any subsequent breach by that same party.
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3.8 The parties agree to execute and deliver all such further
documents, agreements and instruments and take such other and further action as
may be necessary or appropriate to carry out the purposes and intent of this
Subscription Agreement.
IN WITNESS WHEREOF, the parties have executed this Subscription
Agreement as of the day and year first written above.
ASIA INTERNET ASSETS INC ------------------------------------
Name of Subscriber Signature of Subscriber(s)
Xxxxxx Xx (Director)
Business Address of Subscriber(s)
Xx. 0, Xxxxxxx Xxx,
#00-00, XXX Xxxxxxxx,
Xxxxxxxxx 000000
Number of Shares Subscribed For : 5,000,000 SHARES
Subscription Accepted:
/s/ X.X. Xxxx
----------------------------
By: X.X.Xxxx (Chairman)
MyWeb Xxx.xxx
Date:
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