SUBSCRIPTION AGREEMENT
EXHIBIT
10.3
THIS
SUBSCRIPTION AGREEMENT (“Agreement”) made as of this __ day of ___________,
2009, by and among KOPR RESOURCES CORP., a Delaware corporation (the “Company”),
and the undersigned subscriber of securities of the Company (the
“Subscriber”).
WHEREAS,
the Company intends to obtain subscriptions for the purchase and sale, in an
offering registered under the Securities Act of 1933, as amended (the “Act”), on
the Registration Statement on Form S-1 (the “Registration Statement”) filed with
the Securities and Exchange Commission (the “Offering”), consisting of 1,000,000
shares of the Company’s common stock, par value $0.001 (the “Shares”), on the
terms and conditions as set forth in the prospectus (the “Prospectus”) which is
a part of the Company’s Registration Statement, and the Subscriber desires to
acquire that number of Shares set forth on the signature page
hereof. This Agreement incorporates terms as defined by KOPR
RESOURCES CORP.'s Registration Statement.
NOW,
THEREFORE, for and in consideration of the promises and the mutual covenants
hereinafter set forth, the parties hereto do hereby agree as
follows:
1. Subscription
Procedure
1.1 Subject
to the terms and conditions set forth herein and in the Registration Statement,
the Subscriber hereby subscribes for and agrees to purchase from the Company
such number of Shares as is set forth upon the signature page hereof at a price
of $0.01 per Share (the “Purchase Price”). The Company agrees to sell
such Shares to the Subscriber for the Purchase Price.
1.2 The
subscription period will begin as of the date the Registration Statement is
declared effective by the Securities and Exchange Commission (“SEC”) and will
terminate 180 days thereafter, unless terminated earlier by the Company in its
sole and absolute discretion (the “Offering Period”). The Shares will
be offered as set forth in the Registration Statement. The
consummation of the Offering is subject to the satisfaction of the closing
conditions set forth in Section 5 of this Agreement.
1.3 The
Purchase Price will be held in escrow during the Offering Period and shall be
paid over to the Company at the closing of the purchase of the Shares in the
Offering pursuant to this Agreement (the “Closing”).
1.4 The
certificates for the Common Stock bearing the name of the Subscriber will be
delivered by the Company no later than twenty (20) days following the Closing of
the Offering. The Subscriber hereby authorizes and directs the
Company to deliver the Shares to be issued to the Subscriber pursuant to this
Agreement and delivered to the residential or business address indicated on the
signature page hereof.
1.5 This
executed Subscription Agreement shall be forwarded to:
Xxxxx XxXxxxx
Synergy Law Group, LLC
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxx,
XX 00000
1.6 The
Purchase Price for the Shares purchased hereunder shall be paid by check or wire
transfer (per instructions in the Prospectus) to KOPR RESOURCES
CORP.
1.7 The
Company may, in its sole discretion, reject any subscription, in whole or in
part, or terminate or withdraw the Offering in its entirety at any time prior to
Closing.
2.
Representations and
Covenants of Subscriber.
2.1 The
Subscriber recognizes that the purchase of Shares involves a high degree of risk
in that (i) the Company will likely need additional capital but has no assurance
of additional necessary capital; (ii) 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; (iii) an
investor may not be able to liquidate his or her investment; (iv) there is
currently no market for the Shares; (v) an investor could sustain the loss of
his or her entire investment; and (vi) the Company is and will be subject to
numerous other risks and uncertainties, including without limitation,
significant and material risks relating to the Company’s business, and the
industries and markets in which the Company will compete, as well as risks
associated with the Offering, and the other transactions contemplated herein, in
the Registration Statement, all as more fully set forth herein and in the
Registration Statement.
2.2 The
Subscriber represents that he or she is able to bear the economic risk of an
investment in the Shares.
2.3 The
Subscriber acknowledges that he or she has reviewed all of the documents
furnished or made available by the Company to evaluate the merits and risks of
such an investment and that he or she recognizes the highly speculative nature
of this investment.
2.4 The
Subscriber acknowledges receipt and careful review of the Prospectus, this
Agreement, and any other exhibits or attachments hereto and thereto
(collectively, the “Offering Documents”) and hereby represents that he, she or
it has been furnished or given access by the Company during the course of this
Offering with or to all information regarding the Company and its respective
financial condition and results of operations which the Subscriber had requested
or desired to know; that all documents which could be reasonably provided have
been made available for the Subscriber’s inspection and review; that the
Subscriber has been afforded the opportunity to ask questions of and receive
answers from duly authorized representatives of the Company concerning the terms
and conditions of the Offering, and any additional information which he, she or
it had requested.
2.5 The
Subscriber acknowledges that this Offering of Shares may involve tax
consequences, and that the contents of the Offering Documents do not contain tax
advice or information. The Subscriber acknowledges that he, she or it
must retain his, her or its own professional advisors to evaluate the tax and
other consequences of an investment in the Shares.
2.6 The
Subscriber acknowledges that neither the SEC nor any state securities commission
has approved or disapproved of the Shares or passed upon the accuracy or
adequacy of the Prospectus.
2.7 The
Subscriber understands that the Company will review this Agreement, and the
Company reserves the unrestricted right to reject or limit any subscription and
to close the offering at any time.
2.8 The
Subscriber hereby represents that the address of the Subscriber furnished on the
signature page of this Agreement is the undersigned's principal residence if he
or she is an individual or its principal business address if it is a corporation
or other entity.
2.9 The
Subscriber hereby represents that, except as set forth in the Offering
Documents, no representations or warranties have been made to the Subscriber by
the Company or its agents, employees or affiliates and in entering into this
transaction, the Subscriber is not relying on any information, other than that
contained in the Offering Documents and the results of independent investigation
by the Subscriber.
2.10 If
the undersigned Subscriber is a partnership, corporation, trust or other entity,
such partnership, corporation, trust or other entity further represents and
warrants that: (i) it is authorized and otherwise duly qualified to purchase and
hold the Shares; and (ii) that this Agreement has been duly and validly
authorized, executed and delivered and constitutes the legal, binding and
enforceable obligation of the undersigned.
2.11 If
the Subscriber is not a United States person, such Subscriber hereby represents
that it has satisfied itself as to the full observance of the laws of its
jurisdiction in connection with any invitation to subscribe for the Shares or
any use of this Agreement, including (i) the legal requirements within its
jurisdiction for the purchase of the Shares, (ii) any foreign exchange
restrictions applicable to such purchase, (iii) any governmental or other
consents that may need to be obtained, and (iv) the income tax and other tax
consequences, if any, that may be relevant to the purchase, holding, redemption,
sale or transfer of the Shares. Such Subscriber's subscription and
payment for, and his or her or her continued beneficial ownership of the Shares,
will not violate any applicable securities or other laws of the Subscriber's
jurisdiction.
2
3.
Representations by the
Company.
Except as
set forth in the Registration Statement or any other items provided to
Subscriber, the Company represents and warrants to the Subscriber
that:
3.1 Organization and
Authority. The Company, and its respective subsidiaries, if
any (i) is a corporation validly existing and in good standing under the laws of
the jurisdiction of its incorporation, (ii) has all requisite corporate power
and authority to own, lease and operate its properties and to carry on its
business as presently conducted, and (iii) has all requisite corporate power and
authority to execute, deliver and perform their obligations under this Agreement
and the Offering Documents being executed and delivered by it in connection
herewith, and to consummate the transactions contemplated hereby and
thereby.
3.2 Qualifications. The
Company, and each of its respective subsidiaries, if any, is duly qualified to
do business as a foreign corporation and is in good standing in all
jurisdictions where such qualification is necessary and where failure to so
qualify could have a material adverse effect on the business, properties,
operations, condition (financial or other), results of operations or prospects
of the Company and its subsidiaries, taken as a whole or has the affect of
preventing the Company from performing any of its duties or obligations under
this Agreement. (a “Material Adverse Effect”).
3.3 Corporate
Authorization. The Offering Documents have been duly and
validly authorized by the Company. This Agreement, assuming due execution and
delivery by the Subscriber, when the Subscription Agreement is executed and
delivered by the Company, will be, valid and binding obligations of the Company,
enforceable in accordance with their respective terms, except as the
enforceability hereof and thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to or affecting creditors’ rights generally and general principles of
equity, regardless of whether enforcement is considered in a proceeding in
equity or at law.
3.4 Non-Contravention. The
execution and delivery of the Offering Documents by the Company, the issuance of
the Shares as contemplated by the Offering Documents, with or without the giving
of notice or the lapse of time, or both, will not (i) result in any violation of
any provision of the articles of incorporation or by-laws or similar instruments
of the Company or its respective subsidiaries, (ii) conflict with or result in a
breach by the Company or its respective subsidiaries of any of the
terms or provisions of, or constitute a default under, or result in the
modification of, or result in the creation or imposition of any lien, security
interest, charge or encumbrance upon any of the properties or assets of the
Company or its respective subsidiaries, pursuant to any agreements, instruments
or documents or any indenture, mortgage, deed of trust or other agreement or
instrument to which Company or any of its subsidiaries is a party or by which
Company or any of its subsidiaries or any of its properties or assets are bound
or affected, in any such case which would have a material adverse effect on the
business, properties, operations, condition (financial or other), results of
operations or prospects of the Company and its respective subsidiaries, taken as
a whole, or the validity or enforceability of, or the ability of the Company to
perform their obligations under, the Offering Documents, (iii) violate or
contravene any applicable law, rule or regulation or any applicable decree,
judgment or order of any court, United States federal or state regulatory body,
administrative agency or other governmental body having jurisdiction over
Company or any of its subsidiaries or any of its respective properties or assets
that would, except with respect to violations of federal and state securities
laws, have a Material Adverse Effect, or the validity or
enforceability of, or the ability of the Company to perform its obligations
under, the Offering Documents, (iv) have any material adverse effect on any
permit, certification, registration, approval, consent, license or franchise
necessary for the Company or its subsidiaries to own or lease and operate any of
its properties and to conduct any of its business or the ability of the Company
or its subsidiaries to make use thereof or (v) except for applicable
requirements of federal securities laws and state securities or blue-sky laws,
requiring filing with, or permit, authorization, consent or approval
of, any third party, public body or authority.
3
3.5 Information
Provided. The Company hereby represents and warrants to the
Subscriber that the information set forth in the Prospectus and any other
document provided by the Company (or the Company’s authorized representatives)
to the Subscriber in connection with the transactions contemplated by this
Agreement, does not contain any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements therein, in
the light of the circumstances under which they are made, not
misleading.
3.6 Events
Subsequent. Other than in the ordinary course of the Company’s
business, the Company has disclosed to the Subscriber:
(a) Any
sale, lease, transfer, license or assignment of any assets, tangible or
intangible, of the Company;
(b) Any
damage, destruction or property loss, whether or not covered by insurance,
affecting adversely the properties or business of the Company;
(c) Any
declaration or setting aside or payment of any dividend or distribution with
respect to the shares of capital stock of the Company or any redemption,
purchase or other acquisition of any such shares;
(d) Any
subjection to any lien on any of the assets, tangible or intangible, of the
Company other than in the ordinary course of business;
(e) Any
incurrence of indebtedness or liability or assumption of obligations by the
Company other than in the ordinary course of business;
(f) Any
waiver or release by the Company of any right of any material
value;
(g) Any
compensation or benefits paid to officers or directors of the
Company;
(h) Any
change made or authorized in the articles of incorporation or bylaws of the
Company, except standard corporate minutes pertaining to this transaction and
other items approved in the ordinary course of business;
(i) Any
loan to or other transaction with any officer, director or stockholder of the
Company giving rise to any claim or right of the Company against any such person
or of such person against the Company; or
(j) Any
material adverse change in the condition (financial or otherwise) of the
respective properties, assets, liabilities or business of the Company;
or
(k) Any
agreement, written or otherwise, to take any of the foregoing
actions.
3.7 Compliance with
Law. Neither the Company nor any of its respective
subsidiaries is in violation of or has any liability under any statute, law,
rule, regulation, ordinance, decision or order of any governmental agency or
body or any court, domestic or foreign, except where such violation or liability
would not individually or in the aggregate have a Material Adverse Effect and to
the knowledge of the Company there is no pending investigation that would
reasonably be expected to lead to such a claim.
3.8 Consents. The
Company has all necessary consents, approvals, authorizations, orders,
registrations, qualifications, licenses, filings and permits of, with and from
all applicable judicial, regulatory and other legal or governmental agencies and
bodies and all third parties, foreign and domestic (collectively, the
“Consents”), to own, lease and operate their respective properties and conduct
their respective businesses as are now being conducted and as disclosed in the
Prospectus, except where the failure to have any such Consent would not have a
Material Adverse Effect. Each such Consent is valid and in full force
and effect, and the Company has not received written notice of any investigation
or proceedings which results in or, if decided adversely to the Company, could
reasonably be expected to result in, the revocation of, or imposition of a
materially burdensome restriction on, any Consent.
3.9 Intellectual
Property. The Company does not have any knowledge of any claim
that, or inquiry as to whether, any product, activity or operation of the
Company infringes upon or involves, or has resulted in the infringement of, any
trademarks, trade-names, service marks, patents, copyrights or other proprietary
rights of any other person, corporation or other entity; and no such proceedings
have been instituted, are pending or are threatened against the
Company. The Company: (i) owns or possesses all rights to use, option
and/or license, as the case may be, all patents, patent applications,
provisional patents, trademarks, service marks, trade names, trademark
registrations, service xxxx registrations, copyrights, licenses, formulae, mask
works, customer lists, internet domain names, know-how and other intellectual
property (including trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures, “Intellectual
Property”) necessary for the conduct of their respective businesses as being
conducted and as described in the Offering Memorandum and (ii) does not believe
that the conduct of their respective businesses does or will conflict with, and
have not received any notice of any claim of conflict with, any such right of
others, which conflict would have a Material Adverse Effect. All
Intellectual Property developed by and belonging to Company (including, without
limitation, that which is developed by consultants to Company which has not been
patented has been kept confidential so as, among other things, all such
information may be deemed proprietary to Company. To Company’s knowledge, there
is no infringement by third parties of any Intellectual
Property. There are no pending or, to Company’s knowledge, threatened
actions, suits, proceedings or claims by others challenging Company’s rights in
or to any Intellectual Property, and there are no facts which would form a
reasonable basis for any such claim. There is no pending or, to
Company’s knowledge, threatened action, suit, proceeding or claim by others that
Company infringes or otherwise violates any Intellectual Property rights of
others, in each case which would be reasonably likely to have a Material Adverse
Effect, and Company is not aware of any other fact which would form a reasonable
basis for any such claim.
4
3.10 Legal
Compliance. To the best knowledge of the Company, after due
investigation, no claim has been filed against the Company alleging a violation
of any applicable laws or regulations of foreign, federal, state and local
governments and all agencies thereof. The Company holds all of the
material permits, licenses, certificates or other authorizations of foreign,
federal, state or local governmental agencies required for its respective
business as presently conducted.
3.11 No SEC or NASD
Inquiries. The Company and none of its past or present
officers or directors are, or has ever been, the subject of any formal or
informal inquiry or investigation by the SEC or NASD.
3.12 Disclosure. The
representations and warranties and statements of fact made by the Company in
this Agreement are, as applicable, accurate, correct and complete and do not
contain any untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements and information contained herein
not false or misleading. The Company is and, at all times up to and
including consummation of the transactions contemplated by this Agreement, and
after giving effect to application of the net proceeds of the Offering, will not
be, subject to registration as an “investment company” under the Investment
Company Act of 1940, as amended (the “1940 Act”), and is not and will not be an
entity “controlled” by an “investment company” within the meaning of the 1940
Act. The Company will: (i) utilize the proceeds of the Offering in
accordance with the “Use of Proceeds” section of the Prospectus and (ii)
initially utilize the proceeds of the Offering in such a manner so as to cause
Company not to be subject to the 1940 Act, and will thereafter use its best
efforts to avoid Company becoming subject to the 0000 Xxx.
3.13 Securities Law
Compliance. Subject to the accuracy and completeness of the
representations and warranties of the Subscriber contained in this Agreement,
the Company has complied and will comply with all applicable federal and state
securities laws in connection with the offer, issuance and sale of the Shares
hereunder.
4. Covenants of the
Company. The Company covenants with the Subscriber as follows,
which covenants are for the benefit of the Subscriber and its, his or her
permitted assignees.
4.1 Securities
Compliance. The Company shall take all necessary action as may
be required or permitted by applicable law, rule and regulation, for the legal
and valid issuance of the Shares to the Subscriber, or their respective
subsequent holders.
4.2 Compliance with
Laws. The Company shall comply, and cause each Subsidiary to
comply, with all applicable laws, rules, regulations and orders, noncompliance
with which would be reasonably likely to have a Material Adverse
Effect.
4.3 Keeping of Records and Books
of Account. The Company shall keep and cause each Subsidiary
to keep adequate records and books of account, in which complete entries will be
made in accordance with GAAP consistently applied, reflecting all financial
transactions of the Company and its Subsidiaries.
4.4 Other
Agreements. The Company shall not enter into any agreement in
which the terms of such agreement would restrict or impair the right or ability
of the Company or any Subsidiary to perform its obligations under any Offering
Documents.
5
4.5 Use of
Proceeds. The Company will use the net proceeds from the sale
of the Shares for the purposes set forth in the Prospectus under the section
titled “Use of Proceeds”.
5.
Closing
Conditions
5.1 Conditions Precedent to the
Obligation of the Company to Close and to Sell the Shares. The
obligation hereunder of the Company to close and issue and sell the Shares to
the Subscriber at the Closing Date is subject to the satisfaction or waiver, at
or before the Closing of the conditions set forth below. These
conditions are for the Company's sole benefit and may be waived by the Company
at any time in its sole discretion.
(a) Accuracy of the Subscriber’s
Representations and Warranties. The representations and
warranties of the Subscriber shall be true and correct in all material respects
as of the date when made and as of the Closing Date as though made at that time,
except for representations and warranties that are expressly made as of a
particular date, which shall be true and correct in all material respects as of
such date.
(b) Performance by the
Subscriber. The Subscriber shall have performed, satisfied and
complied in all material respects with all covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the
Subscriber at or prior to the Closing Date.
(c) No
Injunction. No statute, rule, regulation, executive order,
decree, ruling or injunction shall have been enacted, entered, promulgated or
endorsed by any court or governmental authority of competent jurisdiction which
prohibits the consummation of any of the transactions contemplated by this
Agreement.
(d) Delivery of Purchase
Price. The Subscriber shall have delivered to the Company the
purchase price for the Shares to be purchased by the Subscriber.
(e) Delivery of this
Agreement. This Agreement has been duly executed and delivered
by the Subscriber.
5.2 Conditions Precedent to the
Obligation of the Subscriber to Close and to Purchase the
Shares. The obligation hereunder of the Subscriber to purchase
the Shares and consummate the transactions contemplated by this Agreement is
subject to the satisfaction or waiver, at or before the Closing Date, of each of
the conditions set forth below. These conditions are for the
Subscriber’s sole benefit and may be waived by the Subscriber at any time in its
sole discretion.
(a) Accuracy of the Company's
Representations and Warranties. Each of the representations
and warranties of the Company in this Agreement shall be true and correct in all
respects as of the Closing Date, except for representations and warranties that
speak as of a particular date, which shall be true and correct in all material
respects as of such date.
(b) Performance by the
Company. The Company shall have performed, satisfied and
complied in all material respects with all covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the
Company at or prior to the Closing Date.
(c) No
Injunction. No statute, rule, regulation, executive order,
decree, ruling or injunction shall have been enacted, entered, promulgated or
endorsed by any court or governmental authority of competent jurisdiction which
prohibits the consummation of any of the transactions contemplated by this
Agreement.
(d) No Proceedings or
Litigation. No action, suit or proceeding before any
arbitrator or any governmental authority shall have been commenced, and no
investigation by any governmental authority shall have been threatened, against
the Company or any Subsidiary, or any of the officers, directors or affiliates
of the Company or any Subsidiary seeking to restrain, prevent or change the
transactions contemplated by this Agreement, or seeking damages in connection
with such transactions.
6
(e) Shares. Within
a reasonable period of time after the Closing the Company shall deliver to the
Subscriber certificates representing the Shares (in such denominations as the
Subscriber may request).
(f) Material Adverse
Effect. No Material Adverse Effect shall have occurred at or
before the Closing Date.
(g) Minimum Investment
Amount. Pursuant to the Prospectus, the Company shall have
received the Offering Amount..
6.
Miscellaneous.
6.1 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 KOPR RESOURCES CORP., 000 Xxxx Xxxxxx, Xxxxxxx, XX
00000, Attention: Xxxxxx Xxxxxxxxxx, President and Chief Executive
Officer, with a copy to (which shall not constitute notice) Synergy Law Group,
L.L.C., 000 Xxxx Xxxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxx 00000, Attention: Xxxxxx
Xxxxxxx, Esq., and to the Subscriber at the address indicated on the signature
page of this Agreement. Notices shall be deemed to have been given
three (3) business days after the date of mailing, except notices of change of
address, which shall be deemed to have been given when received.
6.2 This
Agreement may be amended through a written instrument signed by the Subscriber
and the Company; provided, however, that the terms of Section 4 of this
Agreement may be amended without the consent or approval of the Subscriber so
long as such amendment applies in the same fashion to the subscription
agreements of all of the other subscribers for Shares in the
Offering
6.3 This
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 Agreement sets forth the entire agreement and
understanding between the parties as to the subject matter hereof and merges and
supersedes all prior discussions, agreements and understandings of any and every
nature among them.
6.4 Notwithstanding
the place where this 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
Delaware.
6.5 This
Agreement may be executed in counterparts. It shall not be binding
upon the Company unless and until it is accepted by the Company. Upon
the execution and delivery of this Agreement by the Subscriber, this Agreement
shall become a binding obligation of the Subscriber with respect to the purchase
of 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.
6.6 The
holding of any provision of this Agreement to be invalid or unenforceable by a
court of competent jurisdiction shall not affect any other provision of this
Agreement, which shall remain in full force and effect.
6.7 It
is agreed that a waiver by either party of a breach of any provision of this
Agreement shall not operate, or be construed, as a waiver of any subsequent
breach by that same party.
6.8 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 Agreement.
6.9 Specific
Performance. The Company and the Subscriber acknowledge and agree
that irreparable damage would occur in the event that any of the provisions of
this Agreement or the other Offering Documents are not performed in accordance
with their specific terms or are otherwise breached. It is
accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent or cure breaches of the provisions of this Agreement or
the other Offering Documents and to enforce specifically the terms and
provisions hereof or thereof, this being in addition to any other remedy to
which any of them may be entitled by law or equity.
7
6.10 Survival. The
representations, warranties and covenants of the Company and the Subscriber
shall survive the execution and delivery hereof and the Subscription Closing
until the second anniversary of the Closing Date.
6.11 The
obligation of the Subscriber hereunder is several and not joint with the
obligations of any other subscribers for the purchase of Shares in the Offering
(the “Other Subscribers”), and the Subscriber shall not be responsible in any
way for the performance of the obligations of any Other
Subscribers. Nothing contained herein or in any other agreement or
document delivered at the Closing, and no action taken by the Subscriber
pursuant hereto, shall be deemed to constitute the Subscriber and the Other
Subscribers as a partnership, an association, a joint venture or any other kind
of entity, or create a presumption that the Subscriber and the Other Subscribers
are in any way acting in concert with respect to such obligations or the
transactions contemplated by this Agreement. The Subscriber shall be
entitled to protect and enforce the Subscriber’s rights, including without
limitation the rights arising out of this Agreement, and it shall not be
necessary for any Other Subscriber to be joined as an additional party in any
proceeding for such purpose. The language used in this Agreement will
be deemed to be the language chosen by the parties to express their mutual
intent, and no rules of strict construction will be applied against any
party. The Subscriber is not acting as part of a “group” (as that
term is used in Section 13(d) of the 0000 Xxx) in negotiating and entering into
this Agreement or purchasing the Shares. The Company hereby confirms
that it understands and agrees that the Subscriber is not acting as part of any
such group.
[SIGNATURE
PAGE FOLLOWS]
8
SIGNATURE
PAGE
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and year
first written above.
|
Number
of Shares Subscribed For:
|
Total
Amount of Subscription:
|
|
|
_____________________
|
x
$0.01
|
$_______________________
|
|
per
Share
|
||
|
Print
Full Legal Name of Subscriber
|
Print
Full Legal Name of Co-Subscriber
(if
applicable)
|
|
|
Signature
of (or on behalf of) Subscriber
|
Signature
of (or on behalf of) Co-Subscriber
(if
applicable)
|
|
|
Name:
Title:
|
||
|
Address
of Subscriber:
|
Address
of Co-Subscriber (if applicable):
|
|
|
Social
Security or Taxpayer Identification
Number
of Subscriber
|
Social
Security or Taxpayer Identification
Number
of Co-Subscriber (if
applicable)
|
|
TYPE
OF
OWNERSHIP:
|
|||||
|
¨ Partnership
|
|||||
|
¨
|
Individual
|
¨
|
Joint
Tenants
|
||
|
with
Rights
of
Survivorship
|
¨ Trust
|
||||
|
¨
|
Corporation
|
¨
|
LLC
|
Date
of Trust:
|
|
|
¨
|
Other:
|
Name
of Trustee:
|
|||
|
Mail
to:
Xxxxx
XxXxxxx
Synergy
Law Group, LLC
000
Xxxx Xxxxxxxx Xxxxxx
Xxxxx
000
Xxxxxxx,
XX 00000
|
|||||
9
|
Subscription
Agreed to and Accepted:
|
|
|
By:
|
|
|
Xxxxxx
Xxxxxxxxxx
|
|
|
President
and Chief Executive
Officer
|
|
10
