SUBSCRIPTION AGREEMENT
Agreement, made this 25th day of September, 1998, by and between WORLD
WIDE DENTAL DISTRIBUTION CORP., a Florida corporation (the "Company"), and
WIRECOMM CONSULTING LTD., a Jersey Isle corporation (the "Subscriber").
In consideration of the mutual promises and covenants herein contained,
the parties hereto agree as follows:
ARTICLE I
SUBSCRIPTION
1.01 SUBSCRIPTION OFFER. Subject to the terms and conditions hereof
and to acceptance by the Company, Subscriber hereby offers to purchase 1,000,000
shares of Common Stock (the "Securities") at a price of $0.40 per share, for a
total purchase price of $400,000. The purchase price is payable within 365 days
following the date of execution hereof (the "Due Date"); however, Subscriber may
make partial payments prior to the Due Date. In the event the entire purchase
price is not paid by the Due Date, the Company shall issue to Subscriber, at
$0.40 per share, a number of shares equal to the amount of the purchase price
actually received from Subscriber pursuant to this Agreement divided by $0.40,
and Subscriber's right to acquire any additional Securities shall cease.
1.02 ACCEPTANCE OF SUBSCRIPTION. Any sale of Securities to
Subscriber shall not be deemed to occur until Subscriber's offer is accepted
in writing by the Company. Subscriber shall not have any recourse against
the Company if a purchase offer is rejected in whole or in part. The Company
shall reasonably notify Subscriber in writing of the acceptance of a purchase
offer. If the purchase offer is accepted, the Company will confirm in
writing Subscriber's purchase of the Securities. If the purchase offer is
rejected, the Company will promptly return to Subscriber, without deduction
or interest, all of the subscription price, together with all executed
documents tendered by Subscriber.
1.03 RESTRICTIONS ON SECURITIES. The Securities have not been
registered under the Securities Act of 1933, as amended (the "Act"), or any
applicable state securities laws and are being issued pursuant to Section 4(2)
of the Act and/or Rule 504 of Regulation D promulgated by the Securities and
Exchange Commission under the Act.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
2.01 STATUS OF SUBSCRIBER. Each individual shareholder of the
Subscriber is at least 21 years of age.
2.02 ACCESS TO INFORMATION. Because of Subscriber's preexisting
business or personal relationship with the Company or with the officers and
directors of the Company, or by reason of the business or financial
experience of Subscriber or its professional advisors who are unaffiliated
with and who are not compensated by the Company, or any affiliate thereof,
Subscriber has the capacity to protect its own interests in connection with
the offer and sale of the Securities. Subscriber has had access to all
material and relevant information necessary to enable Subscriber to make an
informed investment decision. All data requested by Subscriber from the
Company or its representatives concerning the business and financial
condition of the Company and the terms and conditions of the offering has
been furnished to Subscriber's satisfaction. Subscriber has had the
opportunity to ask questions of and receive answers from the Company
concerning the terms and conditions of this offering, and to obtain from the
Company any additional information which the Company possesses or can acquire
without unreasonable effort or expense that is necessary to verify the
accuracy of the information it has received.
Subscriber represents that it has received and retained the Company's
Offering Memorandum dated August 12, 1998 (the "Offering Memorandum"), and that
it has carefully read and understood all documents contained therein.
2.03 UNDERSTANDING OF INVESTMENT RISKS. Subscriber understands that
there is no market for the Securities and no assurance that a market will
develop, and that realization of the objectives of the Company is subject to
significant economic and business risks.
2.04 UNDERSTANDING OF NATURE OF SECURITIES. Subscriber understands
that:
(a) the Securities have not been registered under the Act or any state
securities laws;
(b) the Securities cannot be sold or transferred for value without
registration under the Act and applicable state laws or exemption therefrom;
(c) only the Company can register the Securities under the Act and
applicable state securities laws;
(d) the Company has not made any representations to Subscriber that
the Company will register the Securities under the Act or any applicable
state securities laws or with respect to compliance with any exemption
therefrom; and
(e) there may be stringent conditions for Subscriber's obtaining an
exemption for the resale of the Securities under the Act and any applicable
state securities laws.
2.05 INVESTMENT INTENT. Subscriber represents and warrants that:
(a) Subscriber is acquiring the Securities for the Subscriber's own
account and not for or on behalf of any other person;
(b) Subscriber is acquiring the Securities for investment and not for
distribution or with the intent to divide Subscriber's participation with others
or of reselling or otherwise distributing the Securities;
(c) neither Subscriber nor anyone acting on Subscriber's behalf has
paid any commission or other remuneration to any person in connection with the
purchase of the Securities; and
(d) Subscriber will not sell the Securities without registration under
the Act and any applicable state securities laws or exemption therefrom.
2.06 RESIDENCE OF SUBSCRIBER. The residence of Subscriber set forth
below is the true and correct residence of Subscriber and it has no present
intention of becoming a resident or domiciliary of any other state, country or
jurisdiction.
2.07 FURTHER ASSURANCES. Subscriber will execute and deliver to the
Company any document, or do any other act or thing, which the Company may
reasonably request in connection with the acquisition of the Securities.
2.08 NON-DISCLOSURE. Subscriber has not distributed any written
materials furnished to Subscriber by the Company to anyone other than the
Subscriber's professional advisors.
2.09 ABILITY TO BEAR ECONOMIC RISK. Subscriber is able to bear the
economic risk of an investment in the Securities and to maintain its investment
in the Securities for an indefinite period of time, and, further, could bear a
total loss of the investment and such loss would not materially affect its
operations.
2
2.10 AUTHORITY:
(a) Subscriber has enclosed with this Agreement appropriate evidence of
the authority of the individual executing this Agreement to act on its behalf
(i.e., a certified corporate resolution authorizing the signature and a copy
of the articles of incorporation).
(b) The individual executing this Subscription Agreement on behalf of
Subscriber has the full power and authority to do so and to make the
representations and warranties made herein on Subscriber's behalf and this
investment in the Company has been affirmatively authorized by Subscriber's
board of directors and is not prohibited by the governing documents of the
Subscriber.
ARTICLE III
MISCELLANEOUS PROVISIONS
3.01 CAPTIONS AND HEADINGS. The Article and Section headings throughout
this Agreement are for convenience of reference only and shall in no way be
deemed to define, limit or add to any provision of this Agreement.
3.02 ENTIRE AGREEMENT; AMENDMENT. This Agreement states the entire
agreement and understanding of the parties and shall supersede all prior
agreements and understandings. No amendment of the Agreement shall be made
without the express written consent of the parties.
3.03 SEVERABILITY. The invalidity or unenforceability of any particular
provision of this Agreement shall not affect any other provision hereof,
which shall be construed in all respects as if such invalid or unenforceable
provision were omitted.
3.04 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Ohio.
3.05 NOTICES. All notices, requests, demands, consents, and other
communications hereunder shall be transmitted in writing and shall be deemed
to have been duly given when hand delivered or sent by certified mail,
postage prepaid, with return receipt requested, addressed to the parties as
follows: to the Company, Attn: Xxxxxx X. Xxxxxxx, 00000 Xxxxxxx Xxxxxx, Xxxxx
000, Xxxxxxxx, Xxxx, 00000, and to Subscriber, at the address indicated
below. Any party may change its address for purposes of this Section by
giving notice as provided herein.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above written.
"Company"
World Wide Dental Distribution Corp.
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------
Xxxxxx X. Xxxxxxx, President
3
"Subscriber"
Name(s) exactly as you wish
your interest in the Company
to be registered WIRECOMM CONSULTING LTD.,
a Jersey Isle corporation
/s/ Xxxx X. Xxxxxxx
----------------------------------
Signature
XXXX X. XXXXXXX
----------------------------------
Print Name
Director
----------------------------------
Title
X.X. Xxx 000
Mailing Address ----------------------------------
0 Xxxxxxxxx Xxxxx
----------------------------------
Bath Street
----------------------------------
St. Helier
----------------------------------
Jersey JE2 4SU
Contact Telephone Number(s) (0) 00 00 0000 000000
-------------------------------
(2)
-------------------------------
Tax Identification Number N/A
----------------------------------
4
FIRST AMENDMENT TO
SUBSCRIPTION AGREEMENT
THIS FIRST AMENDMENT TO SUBSCRIPTION AGREEMENT ("Amendment") is made and
entered into as of this 26th day of August, 1999, by and between FULL POWER
GROUP, INC., a Florida corporation (f/k/a World Wide Dental
Distribution Corp.) (the "Company"), and WIRECOMM CONSULTING LTD., a Jersey
Isle corporation ("Subscriber").
WHEREAS, the Company and Subscriber entered into that certain
Subscription Agreement dated the 25th day of September, 1998 (the
"Subscription Agreement"), pursuant to which the Subscriber offered to
purchase up to 1,000,000 shares of the common stock, $0.001 par value per
share, of the Company (the "Securities") at a price of $0.40 per share,
subject to the Company's right to accept or reject Subscriber's offer to
purchase the Securities;
WHEREAS, the purchase price of the Securities was payable by the
Subscriber within 365 days of the execution of the Subscription Agreement
(the "Due Date"); and
WHEREAS, the Subscriber and the Company have agreed to extend the Due
Date to December 31, 1999.
NOW THEREFORE, the Company and the Subscriber hereby agree as follows:
The parties hereby amend the Subscription Agreement by deleting the
second sentence of Section 1.01 in its entirety and by substituting in its
place the following:
"The purchase price is payable on or before December 31, 1999 (the
"Due Date"): however, Subscriber may make partial payments prior to
the Due Date."
All other provisions of the Subscription Agreement shall continue in
full force and effect. This Amendment shall be governed by and construed in
accordance with the laws of the State of Ohio.
IN WITNESS WHEREOF, the parties have executed and delivered this
Amendment as of the date first above written.
FULL POWER GROUP, INC.
(f/k/a World Wide Dental Distribution Corp.)
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------
Xxxxxx X. Xxxxxxx, President
WIRECOMM CONSULTING LTD.
By: /s/ Xxxx X. Xxxxxxx
---------------------------------
Xxxx X. Xxxxxxx, Director
