SECURITIES SUBSCRIPTION AGREEMENT
Date:
November 10, 2004
1. High
Road
International, Inc. (the “Company”), represented by Xxxxx Xxxx, CEO &
President, 0000 X. Xx Xxxxxx Xxxx, Xxxxx X-000, Xxxxxxxxx, XX 00000 Telephone
000-000-0000, Fax 000-000-0000 has offered for sale and the undersigned
purchaser (the “Purchaser”) Xxxxxxxxx Xxxxx, hereby tenders this subscription
and applies for the purchase of a Convertible Debenture in the principal amount
of fifty thousand dollars in the form attached hereto as Exhibit A, (the
“Debenture” or the “Common Stock” or the “Shares” to be issued upon conversion)
of the Company, at the purchase price of $50,000.
Together
with this Subscription Agreement, the Purchaser is delivering to the Escrow
Agent pursuant to the Escrow Agreement attached hereto as Exhibit B, the full
amount of the purchase price for the Shares which is subscribing by wire
transfer to:
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Xxxxxx
Xxxxxxxxx, Attorney at Law
COLTAF
Account/U.S. Bank Colorado
ABA#
102 000 021/Acct# 103658600053
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2. The
Offering is being conducted in reliance upon the exemption from the registration
requirements of the Securities Act of 1933 (the Act) set forth in Rule 504
of
Regulation D promulgated under the Act and regulations of the State of
Texas.
3. Representations
and Warranties of Purchaser.
In order
to induce the Company to accept this subscription, the Purchaser hereby
represents and warrants to, and covenants with, the Company as
follows;
A. The
purchaser is purchasing the Debenture and the Common Stock to be issued upon
conversion for its own account for investment purposes and not with a view
towards distribution and has no present arrangement or intention to sell the
Common Stock;
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B.
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The
Purchaser acknowledges and agrees that the Debenture and the Common
Stock
has not been registered under the Act and may not be offered or sold
in
the United States or to U.S. Persons unless the Debentures or the
Shares
are registered under the Act or an exemption from the registration
requirements of the Act is available. The foregoing notwithstanding,
the
Shares issue upon conversion shall be free of stop transfer instructions
or restrictions and the Purchaser acknowledges that it is the Purchaser
responsibility to comply with all applicable state and federal securities
laws regarding resale of the
Shares;
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C. The
Purchaser is not an officer, director or affiliate (as that term is defined
in
Rule 403 under the Act) of the Company, and the Company shall not treat or
consider the Purchaser as an officer, director or affiliate.
D. Purchaser
is purchasing the Debenture and the Shares for its own account and Purchaser
is
qualified to purchase the Shares under the laws of the State of
Texas.
E. All
invitations, [ILLEGIBLE] and sales of or in respect of, the Debenture and any
of
the Shares, by Purchaser and any distribution by Purchaser of any documents
relating to the offer by it of any of the Shares will be in compliance with
the
applicable laws and regulations and will be made in such a manner that no
prospectus need be filed and no other filing need be made by Company with any
regularity authority or stock exchange in any country or any political
subdivision of any country;
F. The
Purchaser has received and carefully reviewed the Company’s Business Plan and
financial statements and has had the opportunity to ask and receive answers
to
any and all questions the Purchaser had with respect to the Company, its
Business Plan, Management and current financial condition;
G. The
Purchaser is an accredited investor as defined by Regulation D and has such
knowledge and expertise in financial and business matters that the Purchaser
is
capable of evaluating the merits and risks involved inh an investment in the
Debenture and Common Stock and acknowledges that an investment in the Debenture
and Common Stock entails a number of very significant risks and Purchaser is
able to withstand the total loss of its investment;
H. Except
as
set forth in this Agreement, no representations or warranties have been made
to
the Purchaser by the Company or any agent, employee or affiliate of the Company
and in entering into this transaction the Purchaser is not relying upon any
information, other than that contained in this Agreement, the Company’s
disclosure materials and the results of independent investigation by the
Purchaser;
I. The
Purchaser understands that the Debenture and the Common Stock is being offered
and sold to it in reliance on specific exemptions from the registration
requirements of the United States Federal and State securities laws and that
the
Company is relying upon the truth and accuracy of the representations,
warranties, agreements, acknowledgements and understandings of the Purchaser
set
forth herein in order to determine the applicability of such exemptions and
the
suitability of the Purchaser to aquire the Debenture and the Common Stock,
and
the Purchaser acknowledges that it is Purchaser’s responsibility to satisfy
itself as to the full observance by this Offering and the sale of the Common
Stock to Purchaser of the laws of any jurisdiction outside the United States
and
Purchaser has done so;
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J. The
Purchaser has full power and authority to execute and deliver this Agreement
and
to perform its obligations hereunder; and this Agreement is a legally binding
obligation of the Purchaser enforceable against the Purchaser in accordance
with
its terms; and
K. Purchaser
understands that in the view of the SEC the statutory basis for the exemption
claimed for the transaction would no be present if the Offering, although in
technical compliance with Regulation D, is part of a plan or scheme to evade
the
registration provisions of the 1933 Act and Purchaser [ILLEGIBLE] that its
purchase is not part of any [ILLEGIBLE] plan or scheme. Purchaser has no present
intention to sell the Common Stock.
4. Representations
of the Company.
The
Company represents and warrants:
A. The
Company is in full compliance, to the extent applicable, with all reporting
obligations under state and federal law;
B. The
execution, delivery and performance of this Agreement and the accumulation
of
the issuance of the Common Stock and the transactions contemplated by this
Agreement are within the Company’s corporate powers and have been duly
authorized by all necessary corporate and stockholder action on behalf of the
Company;
C. All
documents provided to the Purchaser do not contain any untrue statement of
a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statement therein to light of the circumstances under
which they were made, not misleading. Prior to signing this agreement the
Company shall have notified the Purchaser if there is any one group or entity
that owns greater than 10% of the outstanding common stock;
D. Intercontinental
Capital Corporation is the Placement Agents for this Subscription.
E.
The
Company agrees to and shall not make any offerings of common stock or securities
convertible into common stock below the market price, or announce a “reverse
split” for a period of sixty days, or for the terms of this offering without
prior written consent of the Purchaser.
F.
The
Company agrees that the purchaser shall have the first right of refusal
to any offerings at a discount to the market price for a period of sixty
days. Purchaser and Seller/Issuer agree that they are both sophisticated
with respect to this type of transaction and have both done their own
independent due-diligence and agree to hold intermediaries, placement agents,
financiers, and brokers harmless with respect to any litigation.
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G.
The
filing of SEC Form D/504 is to be the responsibility of the Issuing Company;
as
a courtesy please submit via fax a copy of the properly filled out and
filed Form D/504 within fifteen days of the completion of this offering to
the Placement Agents.
H.
The
Company is not subject to the reporting requirements of Section 13 or 15(d)
of
the Securities Exchange Act of 1934, as amended and was not subject to these
sections at the time of the sale.
I.
The
Company is not an Investment Company or a development stage company with no
specific business plan.
J.
Including the Debenture, the Company has raised less than $1,000,000 from all
sources during the past twelve months.
5.
Non-Binding
Until Acceptance.
The
Purchaser understands that this subscription is not binding upon the Company
until the Company accepts it, which acceptance is at the sole discretion of
the
Company and is to be evidenced by the Company’s execution of this Agreement
where indicated. This Agreement shall be null and void if the Company does
not
accept it as aforesaid. Upon acceptance by the Company and receipt of the total
purchase price, the Company will issue one or more certificates for the full
number of shares of Common Stock subscribed for.
6.
Non-Assignability.
Neither
this Agreement nor any of the rights of the Purchaser hereunder may be
transferred or assigned by the Purchaser.
7.
Governing
Law.
This
Agreement will be constituted and enforced in accordance with and governed
by
the laws of the State of Texas except for matters arising under the Act, without
reference to principles of conflict of law. Each of the parties consents to
the
exclusive jurisdiction of the federal courts whose districts encompass any
part of the State of Texas or the state courts of the State of Texas in
connection with any dispute arising under this Agreement and hereby waives,
to
the maximum extent permitted by law, any objection, including any objection
based on [Illegible], to the bringing of any such proceeding to such
jurisdictions. At Purchaser’s election, any dispute between the parties may be
arbitrated rather than litigated in the courts, before the American Arbitration
Association in Houston, Texas and pursuant to its rules. Upon demand made by
the
Holder to the Company, the Company agrees to submit to and participate in such
arbitration.
8.
Facsimile
Signatures.
Examination of this Agreement and delivery of signed copies thereof by facsimile
signatories from the parties hereto or their agents is acceptable to the parties
who waive any objections or defenses based upon lack of an original
signature.
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IN
WITNESS WHEREOF, the Purchaser has executed this Securities Subscription
Agreement on the date set forth below.
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/s/
Xxxxxxxxx Xxxxx
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Date:
11-12, 2004
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PURCHASER
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Print
Name(s) and Address as it appears on Corporate Records
XXXXXXXXX
XXXXX
0000
XXXXXX XXXXXX
XXXXXX,
XX 00000
Fax
Number for Confirmation of Acceptance: _____________
The
foregoing Subscription is accepted this 12 day of NOV, 2004 by:
High
Road
International, Inc.
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BY:
/s/ Xxxxx Xxxx
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CORP
SEAL
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Xxxxx
Xxxx, CEO & President
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