EXHIBIT 10.8
CAPITAL GROWTH SYSTEMS, INC.
SUBSCRIPTION AGREEMENT
Capital Growth Systems, Inc.
Attention: Xxxxxxx Xxxxxx
000 Xxxxx Xxxxxxxx Xxxxxx - Xxxxx 0000
Xxxxxxx, XX 00000
Gentlemen:
I. SUBSCRIPTION
The undersigned hereby offers and agrees to purchase 238,500 shares of
common stock (the "Shares") of the Company to be issued by Capital Growth
Systems, Inc., a Florida corporation (the "Company"), at a price of $0.0545 per
Share (the "Offering") for a total of $13,000. The undersigned will submit
payment in the form of a wire transfer or check to the Company or by paying or
causing to be paid accrued, unpaid legal fees of the Company of at least
$13,000.
II. OFFERING AND SALE OF SHARES
The offering price of the Shares has been determined arbitrarily by the
Company and is not the result of arm's-length negotiations. The undersigned has
agreed to invest these funds in the Company in order to provide the Company with
sufficient funds to cover legal and other fees estimated as necessary to bring
the Company current with respect to its periodic filings with the Securities and
Exchange Commission and to enable the Company to attract future capital in
connection with a potential reverse merger of another company into the Company.
III. ACCREDITATION
The Company is offering the Shares in the Offering only to the
undersigned. The undersigned understands that the Shares are not registered
under the Securities Act of 1933, as amended (the "Securities Act"), or the
securities acts of any states (the "Laws") and are being offered and sold in
reliance upon exemptions from registration under said Securities Act and Laws.
To enable the Company to determine the exemption(s) applicable to the
undersigned, the undersigned hereby warrants and represents as follows. PLEASE
INITIAL ALL STATEMENTS WHICH ARE APPLICABLE TO YOU. IF NONE ARE APPLICABLE, YOU
WILL BE ASSUMED TO HAVE INTENDED TO XXXX ONE OR MORE OF THE ACCREDITED INVESTOR
BOXES:
[_____] (a) The undersigned is an organization described in Section
501(c)(3) of the Internal Revenue Code, a corporation, a
Massachusetts or similar business trust, a partnership or
trust (if the trust's purchase of securities is directed by
a sophisticated person as described in Rule 506(b)(2)(ii)
of Regulation D under the Securities Act); (i) not formed
for the specific purpose of acquiring the securities
offered; (ii) with assets in excess of $5,000,000; and
(iii) has the power and authority to execute and comply
with the terms of this Subscription Agreement.
[_____] (b) The undersigned is an entity in which all of the equity own
ers meet the suitability standards set forth in (a) above
and as required in Rule 501 of Regulation D.
IV. OFFERING MATERIALS
The undersigned hereby acknowledges receipt of a copy of the Company's
filings with the Securities and Exchange Commission, the Company's business plan
and related documents, the Subscription Documents, including this Subscription
Agreement, and the Purchaser Questionnaire (together, the "Offering Documents").
V. REPRESENTATIONS AND WARRANTIES
The undersigned makes the following additional agreements,
representations, declarations, acknowledgments and warranties with the intent
that the same may be relied upon in determining his suitability as a purchaser
of Shares:
(1) The undersigned agrees that, in the event its principal place of
business changes from that represented in the Purchaser Questionnaire, it will
promptly notify the Company.
(2) The undersigned has received, read, understands and is fully
familiar with the Offering Documents.
(3) The Shares subscribed for herein will be acquired solely by and for
the account of the undersigned, for investment, and are not being purchased for
subdivision, fractionalization, resale or distribution; the undersigned has no
contract, undertaking, agreement or arrangement with any person to sell,
transfer or pledge all or any part of the Shares for which the undersigned
hereby subscribes, and the undersigned has no present plans or intentions to
enter into any such contract, undertaking or arrangement. In order to induce the
Company to issue and sell the Shares subscribed for hereby to the undersigned,
the undersigned agrees that the Company will have no obligation to recognize the
ownership, beneficial or otherwise, of such Shares by anyone but the
undersigned.
(4) The undersigned agrees that it will not transfer the Shares, or any
interest therein, unless and until the Company shall have consented thereto
(which consent may be withheld in the absolute discretion of the Company). The
undersigned acknowledges that the Shares must be held for a minimum period of
one year and may not be sold, transferred, pledged or otherwise disposed of
without registration under the Securities Act or the Laws unless an exemption
from registration is available. Further, the undersigned shall provide, if the
Company so requires, an opinion of counsel satisfactory to the Company, that the
intended disposition will not violate the Securities Act or any applicable state
securities law or the rules and regulations of the Securities and Exchange
Commission or of any state securities commission promulgated under such
statutes.
(5) The Shares have not and will not be registered under the Securities
Act and cannot be sold or transferred without compliance with the registration
provisions of said Securities Act or compliance with exemptions, if any,
available thereunder. The undersigned understands that the Company does not have
any obligation or intention to register the Shares under any federal or state
securities act or law.
(6) The undersigned expressly represents that: (a) it, alone or with
its Purchaser Representative (if applicable), has such knowledge and experience
in financial and business matters, in general, and in investments of the type
described in the Offering Documents, in particular, and that it is capable of
evaluating the merits, risks and other facets of the subject investment; (b) its
financial condition is such that it has no need for liquidity with respect to
its investment in the Shares to satisfy any existing or contemplated undertaking
or indebtedness; (c) it is able to bear the economic risk of its investment in
the Shares for an indefinite period of time, including the risk of losing all of
its investment; (d) it has either secured independent tax
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advice with respect to its investment in the Shares, upon which it, alone or
with its Purchaser Representative (if applicable), is relying, or it is
sufficiently familiar with the income taxation of corporations that it deemed
such independent advice to be unnecessary; (e) it has participated in other
privately placed investments and/or it, alone or with its Purchaser
Representative (if applicable), has such knowledge and experience in business
and financial matters, has the capacity to protect its own interest in
investments like the subject investment, and is capable of evaluating the risks,
merits and other facets of the subject investment.
(7) The undersigned acknowledges that the Company has made all
available documents pertaining to the investment opportunity described in the
Offering Documents available to the undersigned, and/or its Purchaser
Representative (if applicable), and has allowed the undersigned an opportunity
to ask questions and receive answers thereto and to verify and clarify any
information contained in the Offering Documents or related documents.
(8) In evaluating the suitability of an investment in the Company, the
undersigned, having been delivered a copy of the Offering Documents,
acknowledges that it has relied solely upon the Offering Documents, documents
and materials submitted therewith, and independent investigations made by the
undersigned in making the decision to purchase the Shares subscribed for herein,
and acknowledges that no representations or agreements (oral or written), other
than those set forth in the Offering Documents, have been made to the
undersigned with respect thereto. The undersigned acknowledges that the Offering
Documents supersede any prior information submitted to it regarding the
investment opportunity described in the Offering Documents.
(9) The undersigned was not induced to invest by any form of general
solicitation or general advertising including, but not limited to, the
following: (i) any advertisement, article, notice or other communication
published in any newspaper, magazine or similar media or broadcast over the
television or radio; and (ii) any seminar or meeting whose attendees had been
invited by any general solicitation or general advertising.
(10) The undersigned expressly acknowledges that: (a) the Shares are
speculative investments that involve a high degree of risk of loss of the entire
investment of the undersigned in the Company; (b) no federal or state agency has
reviewed or passed upon the adequacy or accuracy of the information set forth in
the Offering Documents, or made any finding or determination as to the fairness
for investment, or any recommendation or endorsement of the Shares as an
investment; and (c) there are restrictions on the transferability of the Shares;
there will be no public market for the Shares and, accordingly, it may not be
possible for the undersigned to liquidate its investment in the Shares.
(11) All information that the undersigned has provided concerning
itself and its financial condition is correct and complete as of the date set
forth on the subscription page hereof, and if there should be any material
change in such information prior to the acceptance of his subscription for the
Shares that it is purchasing, it will immediately provide such information to
the Company.
VI. LEGEND REQUIREMENTS
IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS
AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR
STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING
AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS
DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND
RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS,
PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT
THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME.
VII. INDEMNIFICATION
The undersigned hereby agrees to indemnify the Company, its directors,
officers, agents and employees, and hold each of them harmless against any and
all loss, damage, liability or expense, including reasonable attorneys' fees,
which they or any of them may suffer, sustain or incur by reason of or in
connection with any misrepresentation or breach of warranty or agreement made by
the undersigned thereto, or in connection with the sale or distribution by the
undersigned of the Shares purchased by the undersigned pursuant hereto in
violation of the Securities Act or any other applicable law.
VIII. ACCEPTANCE AND REVOCATION
The undersigned understands and agrees that this subscription may be
accepted or rejected by the Company, in whole or in part, in its sole and
absolute discretion, and if accepted, the Shares purchased pursuant hereto will
be issued only in the name of the undersigned. The undersigned hereby
acknowledges and agrees that this Subscription Agreement may not be canceled,
revoked or withdrawn, and that this Subscription Agreement and the documents
submitted herewith shall survive: (a) changes in the transactions, documents and
instruments described in the Offering Documents that are not material; and (b)
the death or disability of the undersigned.
IX. MISCELLANEOUS
The undersigned hereby intends that the undersigned's signature hereon
shall constitute a subscription to the Company for the Shares specified on the
signature page of this Subscription Agreement.
This Subscription Agreement, and the representations and warranties
contained herein shall be binding upon the, executors, administrators and other
successors of the undersigned. This Subscription Agreement shall be governed by
the laws of the State of Illinois.
[THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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CAPITAL GROWTH SYSTEMS, INC.
SIGNATURE PAGE
The undersigned hereby subscribes for the Shares of Common Stock in the
amount of the Purchaser's Investment as indicated below, acknowledges that the
information contained in the Purchaser Questionnaire is true and correct and
agrees to be bound by the terms of the Subscription Agreement to which this
signature page is a part.
PLEASE NOTE THAT ONE OR MORE BRACKETS ON PAGE 1 MUST BE INITIALED IN ORDER FOR
THIS SUBSCRIPTION TO BE CONSIDERED.
EXECUTED this 1st day of October, 2003, at Chicago, Illinois.
238,500 Shares subscribed for at $0.0545 per Share, payable either
-------------- directly to the Company or by payment of legal bills of the
Company in said amount.
Cash Subscription Amount: $ 13,000
---------
GRANDER, LLC
--------------------------------- -------------------------------------
(Employer I.D. Number)
By: /s/ Xxx Xxxxxxxxx
----------------------------
(Signature of Subscriber) 000 XXXXX XXXXXXXX XXXXXX, XXXXX 0000
XXXXXXX, XX 00000
-------------------------------------
Its: Manager (Address of Subscriber)
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ACCEPTANCE
Accepted this 1st day of October, 2003 at Chicago, Illinois.
CAPITAL GROWTH SYSTEMS, INC.
By: /s/ Xxxxxxx Xxxxxx
-----------------------------
Xxxxxxx Xxxxxx
-----------------------------
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[TO BE COMPLETED ONLY IF THE INTERESTS ARE TO BE HELD
IN NAME OF A LIMITED LIABILITY COMPANY]
LIMITED LIABILITY COMPANY CERTIFICATE
CERTIFICATE OF: GRANDER, LLC
---------------------------------------------------------------
(Name of Limited Liability Company)
The undersigned, constituting all requisite signatories of Grander, LLC
an Illinois limited liability company (the "Company"), hereby certify as
follows:
1. That the Company commenced business on __________________, _____ and
was established pursuant to an operating agreement dated _______________ (the
"Agreement").
2. That a true and correct copy of the Agreement is attached hereto and
that, as of the date hereof, the Agreement has not been amended (except as to
any attached amendments) or revoked and is still in full force and effect.
3. That the requisite members of the Company have determined that an
investment in Capital Growth Systems, Inc. is of benefit to the Company and have
determined to make such investment on behalf of the Company and have full power
and authority to do so and thereby bind the Company.
IN WITNESS WHEREOF, we have executed this certificate as the requisite
members of the Company this 1st day of October, 2003, and declare that it is
truthful and correct.
By: /s/ Xxx Xxxxxxxxx
--------------------------
Manager
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