STOCK SUBSCRIPTION AGREEMENT
EXHIBIT 10.1
This Stock Subscription Agreement, dated as of , (this “AGREEMENT”) is entered into by and among Paragon Financial Corporation, a Delaware corporation, (the “COMPANY”) and (the “SUBSCRIBER”). This Agreement relates to the Company’s private offering of the Company’s $0.0001 par value common stock to accredited investors of at least $100,000.00 (the “Minimum Subscription Amount”) and up to a maximum of $500,000.00 (referred to as the “Offering”). The parties, intending to be legally bound, hereby agree as follows:
4. | NO ESCROW AFTER MINIMUM OFFERING AMOUNT IS RAISED. Once the Company has received the Minimum Subscription Amount, the Company intends to use the proceeds received from the Offering thus far in the manner set forth in the use of proceeds section of the offering memorandum. |
0000 Xxxxxxxx Xxxxxxx Xxxxx · Xxxxx Xxxxx Xxxxx, XX 00000 · Phone (000) 000-0000 · Fax (000) 000-0000
(b) | CORPORATE POWER. Company has all requisite legal and corporate power to enter into, execute and deliver this Agreement, the Warrant and the Registration Rights Agreement in the form attached hereto as EXHIBIT B. This Agreement, the Warrant, and the Registration Rights Agreement will be valid and binding obligations of Company, enforceable in accordance with their terms, except as the same may be limited by bankruptcy, insolvency, moratorium, and other laws of general application affecting the enforcement of creditors’ rights. |
(c) | AUTHORIZATION. |
(d) | GOVERNMENT CONSENT, ETC. No consent, approval, order or authorization of, or designation, registration, declaration or filing with, any federal, state, local or other governmental authority on the part of Company is required in connection with the valid execution and delivery of this Agreement, the Warrant, the Registration Rights Agreement or the offer, sale or issuance of the Securities, other than, if required, filings or qualifications under the Florida Securities Laws or other applicable blue sky laws, which filings or qualifications, if required, will be timely filed or obtained by Company. |
7. | REPRESENTATIONS AND WARRANTIES BY PURCHASER. Purchaser represents and warrants to Company as of the Closing Date as follows: |
(a) | INVESTMENT INTENT: AUTHORITY. This Agreement is made with Purchaser in reliance upon Purchaser’s representation to Company, evidenced by Purchaser’s execution of this Agreement, that Purchaser is acquiring the Securities for investment for Purchaser’s own account, not as nominee or agent, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933, as amended, (the “SECURITIES ACT”) or Florida Law. Purchaser has the full right, power, authority and capacity to enter into and perform this Agreement and the Agreement will constitute a valid and binding obligation upon Purchaser, except as the same may be limited by bankruptcy, insolvency, moratorium, and other laws of general application affecting the enforcement of creditors’ rights. |
(b) | SECURITIES NOT REGISTERED. Purchaser understands and acknowledges that the offering of the Securities pursuant to this Agreement will not be registered under the Securities Act or qualified under the Florida Law on the grounds that the offering and sale of securities contemplated by this Agreement are exempt from registration under the Securities Act and exempt from qualification pursuant to Florida Law, and that Company’s reliance upon such exemptions is predicated upon Purchaser’s representations set forth in this Agreement. Purchaser acknowledges and understands that the resale of the Securities may be restricted indefinitely unless the Securities are subsequently registered under the Securities Act and qualified under the Florida Law or an exemption from such registration and such qualification is available. Purchaser acknowledges that Company is under no obligation to effect any registration with respect to the Securities or to file for or comply with any exemption from registration. |
(a) | REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Company contained in Section 4 shall be true and correct on and as of the Closing. |
(a) | REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Purchaser contained in Section 5 shall be true and correct on and as of the Closing. |
10. | MISCELLANEOUS. |
(a) | WAIVERS AND AMENDMENTS. Any provision of this Agreement may be amended, waived or modified upon the written consent of Company and Purchaser. |
(b) | GOVERNING LAW. This Agreement, and the Warrant and all actions arising out of or in connection with this Agreement, and the Warrant shall be governed by and construed in accordance with the laws of the State of Florida, without regard to the conflicts of law provisions of the State of Florida or of any other state. The parties acknowledge and agree that the exclusive venue and jurisdiction of any dispute arising out of this Agreement shall be a federal or state court located in the County of Xxxxx, Florida. |
(d) | SURVIVAL. The representations, warranties, covenants and agreements made herein shall survive the execution and delivery of this Agreement. |
(e) | EXPENSES. Each Party shall pay its own fees and expenses in connection with the preparation, execution and delivery of this Agreement. |
Subscriber: |
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or at such other address or number as Subscriber shall have furnished to Company in writing, or if to Company, at 0000 Xxxxxxxx Xxxxxxx Xxxxx Xxxxx Xxxxx Xxxxx, Xxxxxxx 00000 or at such other address or number as Company shall have furnished to Subscriber in writing.
(c) | COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall be deemed to constitute one instrument. |
COMPANY: | ||
PARAGON FINANCIAL CORPORATION | ||
By: |
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Name: | Xxxx X. Xxxxxx | |
Title: | Chairman & CEO |
SUBSCRIBER: | ||
By: | ||
Printed Name: |
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EXHIBIT A
Warrant No.
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, OR TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED OFFER, SALE, OR TRANSFER.
PARAGON FINANCIAL CORPORATION
STOCK PURCHASE WARRANT
THIS WARRANT is issued this day of , 200 , by PARAGON FINANCIAL CORPORATION, a Delaware corporation (the “Company”), to , an individual, and any subsequent assignee or transferee hereinafter referred to collectively as “Holder” or “Holders”.
2. TERM. Subject to the terms and conditions set forth herein, this Warrant shall be exercisable in whole or in part at any time and from time to time from the date hereof until 5:00 p.m. Ponte Vedra Beach, Florida time on December 31, 2007 (the “Expiration Date”) and shall be void thereafter.
Upon exercise of this Warrant as aforesaid, the person entitled to receive the Warrant Shares issuable upon such exercise shall be treated for all purposes as the holder of record of such shares as of the close of business on the date of exercise. As promptly as practicable on or after such date, and in any event within ten (10) business days thereafter, the Company shall execute and deliver to the Holder of this Warrant a certificate or certificates for the total number of whole Warrant Shares for which this Warrant is being exercised, in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Warrant Shares, the Company, at its expense, will issue to the Holder a new Warrant covering the number of Warrant Shares with respect to which this Warrant shall not have been exercised, which new Warrant shall be identical to this Warrant except for the number of shares.
5. COVENANTS AND CONDITIONS. The above provisions are subject to the following:
(a) Neither this Warrant nor the Warrant Shares have been registered under the Securities Act or any state securities laws (“Blue Sky Laws”). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred without (i) an effective registration statement for such Warrant under the Securities Act and such applicable Blue Sky Laws, or (ii) an opinion of counsel reasonably satisfactory to the Company that registration is not required under the Securities Act or under any applicable Blue Sky Laws. Transfer of the Warrant Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant and the certificates representing such Shares shall bear substantially the following legend:
THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY REGISTRATION UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER.
The Holder and the Company agree to execute such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Company Common Stock issued upon exercise hereof with applicable federal and state securities laws, including compliance with applicable exemptions from the registration requirements of such laws.
(b) The Company covenants and agrees that all Warrant Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefore, be legally and validly issued and outstanding, fully paid and nonassessable. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant.
11. NOTICE OF CERTAIN EVENTS. In case:
(a) the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive any dividend or other distribution, or any right to subscribe for or purchase any shares of capital stock of any class, or to receive any other rights; or
(b) of any capital reorganization, any reclassification of shares of capital stock of the Company (other than a subdivision or combination of outstanding shares of Common Stock to which Section 9 applies), or any consolidation or merger of the Company or the sale or transfer of all or substantially all of the assets of the Company; or
(c) of any voluntary dissolution, liquidation, or winding up of the Company;
then the Company shall mail (at least ten (10) days prior to the applicable date referred to in subclause (x) or in subclause (y) below, as the case may be), to the Holder at the address set forth in the Company’s stock records, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, or rights, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, or rights are to be determined, or (y) the date on which such reclassification, capital reorganization, consolidation, merger, sale, transfer, dissolution, liquidation, or winding up is expected to become effective, and, if applicable, the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reclassification, capital reorganization, consolidation, merger, sale, transfer, dissolution, liquidation, or winding up.
IN WITNESS WHEREOF, Paragon Financial Corporation has caused this Warrant to be executed by its duly authorized officer this day of , 200 .
PARAGON FINANCIAL CORPORATION | ||
By: |
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Name: | Xxxx X. Xxxxxx | |
Title: | Chairman & CEO |
HOLDER: | ||
By: | ||
Printed Name: |
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