CIRTRAN CORPORATION
SUBSCRIPTION AGREEMENT
CirTran Corporation
0000 Xxxxx 0000 Xxxx
Xxxx Xxxxxx Xxxx, Xxxx 00000
Gentlemen:
The undersigned subscriber or subscribers (the "Purchaser") desires to
purchase shares of Common Stock of CirTran Corporation, a Nevada corporation,
formerly known as Circuit Technology, Inc. (the "Company"), pursuant to the
terms and conditions of this Subscription Agreement (this Agreement).
1. Subscription. Purchaser hereby irrevocably subscribes for 15,333,333
shares (the Shares) of the restricted Common Stock of the Company upon the terms
and conditions of this Subscription Agreement, and at a purchase price of $.075
per Share, in the form of the consideration stated on the signature page hereof.
Purchaser agrees that this subscription shall be irrevocable.
2. Acceptance of Subscription. The Company shall have the right to accept
or reject this subscription in its sole discretion. This Subscription Agreement
shall be deemed null and void and of no further force or effect in the event the
Release is not executed and delivered by all parties thereto.
3. Representations, Warranties and Covenants of Purchaser. Purchaser hereby
represents and warrants to and covenants with the Company as follows:
(a) Purchaser is an "accredited investor" as such term is defined in
Rule 501(a) of Regulation D promulgated under the Securities Act of 1933,
as amended (the "Securities Act");
(b) Purchaser has examined the Company's Forms 10-Q, 10-K and 8-K
filed with the Securities and Exchange Commission (the SEC) (the SEC
Documents), has relied solely upon the SEC Documents and investigations
made by or on behalf of Purchaser or its representative in evaluating the
suitability of an investment in the Company, and recognizes that an
investment in the Company involves a high degree of risk;
(c) Purchaser has been advised that (i) there may not be a market for
the Shares; and (ii) it may not be possible to readily liquidate the
Shares. Purchaser understands that it may not offer for sale, sell, pledge,
hypothecate or otherwise transfer or dispose of its interest in the Shares
unless the Shares are registered under the Securities Act of 1933 and
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applicable state securities laws or the transfer is exempt from such
registration;
(d) Purchaser's overall commitment to investments which are not
readily marketable is not disproportionate to its net worth; its investment
in the Company will not cause such overall commitment to become excessive;
and it can afford to bear the loss of its entire investment in the Company;
(e) Purchaser has adequate means of providing for its current needs
and personal contingencies and has no need for liquidity in his investment
in the Company;
(f) Purchaser satisfies any special suitability or other applicable
requirements of its state of residence and/or the state in which the
transaction by which the Shares are exchanged occurs;
(g) Purchaser has such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risks of
an investment in the Company, or Purchaser has employed the services of an
independent investment advisor, attorney or accountant to read all of the
documents furnished or made available by the Company to it and to evaluate
the merits and risks of such an investment on Purchaser's behalf;
(h) Purchaser acknowledges that the Company has made available to
Acquirer the opportunity to ask questions of, and receive answers from,
representatives of the Company concerning the acquisition of the Shares,
the Company and the activities of the Company, and otherwise to obtain any
additional information, to the extent that the Company possesses such
information or could acquire it without unreasonable effort or expense,
necessary to verify the accuracy of the information contained in the SEC
Documents. Purchaser understands that the Company has been ready and
willing to answer any questions of Acquirer, but Purchaser does not require
any additional information concerning the foregoing;
(i) Purchaser hereby acknowledges that Purchaser has been advised that
the Shares have not been registered with the SEC. Purchaser represents that
the Shares are being acquired for Purchaser's own account, for investment
purposes only and not with a view towards distribution or resale to others.
Purchaser agrees that Purchaser will not attempt to sell, transfer, assign,
pledge or otherwise dispose of all or any portion of the Shares unless they
are registered under the Securities Act or unless in the opinion of counsel
satisfactory to the Company an exemption from such registration is
available. Purchaser understands that the Shares have not been registered
under the Securities Act by reason of a claimed exemption under the
provisions of the Securities Act which depends, in part, upon Purchaser's
investment intention;
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(j) Purchaser understands that no federal or state securities
administrator or agency has made any finding or determination relating to
the fairness of this investment and that no federal or state securities
administrator or agency has recommended or endorsed, or will recommend or
endorse, the offering of the Shares;
(k) The execution, delivery and performance by Purchaser of the
Subscription Agreement are within the powers of Purchaser, have been duly
authorized and will not constitute or result in a breach or default under,
or conflict with, any order, ruling or regulation of any court or other
tribunal or of any governmental commission or agency, or any agreement or
other undertaking, to which Purchaser is a party or by which Purchaser is
bound; and, if Purchaser is not an individual, will not violate any
provision of the charter documents, by-laws, indenture of trust,
partnership agreement or similar documents, as applicable, of Purchaser.
The signatures on the Subscription Agreement are genuine; and the
signatory, if Purchaser is an individual, has legal competence and capacity
to execute the same, or, if Purchaser is not an individual, the signatory
has been duly authorized to execute the same; and the Subscription
Agreement constitutes the legal, valid and binding obligation of Purchaser,
enforceable in accordance with its terms;
(l) Purchaser acknowledges that no general solicitation or general
advertising (including communications published in any newspaper, magazine
or other broadcast) has been received by him and that no public
solicitation or advertisement with respect to the offering of the Shares
has been made to him;
(m) Purchaser has relied solely upon the advice of his own tax and
legal advisors with respect to the tax and other legal aspects of this
investment;
(n) Purchaser acknowledges that the Shares have not been recommended
by any Federal or state securities commission or regulatory authority. 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. 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. These Shares are
subject to restrictions on transferability and resale and may not be
transferred or resold except as permitted under the Securities Act, and the
applicable state securities laws, pursuant to registration or exemption
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therefrom. Investors should be aware that they will be required to bear the
financial risks of this investment for an indefinite period of time;
The foregoing representations and warranties are true and accurate as of
the date hereof, shall be true and accurate as of the date of delivery of this
Subscription Agreement and accompanying documents to the Company and shall
survive the delivery of the Shares. If, in any respect, those representations
and warranties shall not be true and accurate prior to acceptance or rejection
of this subscription by the Company pursuant to paragraph 2, the undersigned
shall immediately give written notice to the Company specifying which
representations and warranties are not true and accurate and the reason
therefor. Purchaser agrees that the foregoing representations and warranties may
be used as a defense in any actions relating to the Company, and that it is only
on the basis of such representations and warranties that the Company may be
willing to accept Purchaser's subscription for Shares.
4. Indemnification. Purchaser acknowledges that he understands the meaning
and legal consequences of the representations, warranties and covenants in
paragraph 3 hereof and that the Company has relied upon such representations,
warranties and covenants, and he hereby agrees to indemnify and hold harmless
the Company and any of its officers, directors, controlling persons, agents and
employees, who is or may be a party or is or may be threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of or
arising from any actual or alleged misrepresentation or misstatement of facts or
omission to represent or state facts made or alleged to have been made by the
undersigned to the Company (or any agent or representative of the Company), or
omitted or alleged to have been omitted by the undersigned, concerning the
undersigned or the undersigned's authority to invest or financial position in
connection with the issuance of the Shares, against losses, damages, liabilities
or expenses for which the Company or any officer, director or controlling person
of the Company has not otherwise been reimbursed (including attorney's fees,
judgments, fines and amounts paid in settlement) actually and reasonably
incurred by the Company or such officer, director or controlling person in
connection with such action, suit or proceeding. Notwithstanding the foregoing,
however, no representation, warranty, covenant, acknowledgment or agreement made
herein by Purchaser shall in any manner be deemed to constitute a waiver of any
rights granted to Purchaser under Federal or state securities laws. All
representations, warranties and covenants contained in this Subscription
Agreement and the indemnification contained in this paragraph 4 shall survive
the acceptance of this subscription.
5. Restrictions on Transfer. Purchaser understands and agrees that the
Shares acquired pursuant to this subscription are being offered pursuant to
Section 4(2) of the Securities Act thereunder and that such Shares and any
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interests therein, may not be offered, sold, transferred, pledged or otherwise
disposed of except pursuant to (i) an effective registration statement under the
Securities Act and any applicable state securities laws or (ii) an exemption
from registration under such act and such laws which, in the opinion of counsel
for the holder of such Shares, which counsel and opinion are reasonably
satisfactory to counsel for the Company, is available. Purchaser also
understands and agrees that the following legend shall appear on all
certificates representing such Shares and that the Company may give appropriate
instructions to the transfer agent for the Shares to enforce such restrictions:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE
STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED
WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD,
MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES
UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE
SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES
ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWS.
6. Modification. Neither this Subscription Agreement nor any provision
hereof shall be waived, modified, changed, discharged or terminated except by an
instrument in writing signed by the party against whom any waiver, modification,
change, discharge or termination is sought.
7. Notices. All notices, requests, consents and other communications
hereunder shall be in writing and shall be deemed to have been duly made when
delivered, or mailed by registered or certified mail, return receipt requested:
(a) If to Purchaser, to the address set forth on the signature page of
this Subscription Agreement; or
(b) If to the Company, to the address set forth on the first page of
this Subscription Agreement, or at such other address as Purchaser or the
Company may hereafter have advised the other.
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8. Binding Effect. Except as otherwise provided herein, this Subscription
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their heirs, executors, administrators, successors, legal representatives
and assigns. If Purchaser is more than one person, the obligation of such
Acquirer shall be joint and several and the agreements, representations,
warranties, covenants and acknowledgments herein contained shall be deemed to be
made by and be binding upon each such person and his heirs, executors,
administrators, successors, legal representatives and assigns.
9. Entire Agreement. This Subscription Agreement contains the entire
agreement of the parties with respect to the matters set forth herein and there
are no representations, covenants or other agreements except as stated or
referred to herein or as are embodied in the Agreement.
10. Assignability. This Subscription Agreement is not transferable or
assignable by the undersigned or any successor thereto.
11. Applicable Law. This Subscription Agreement shall be governed by and
construed in accordance with the laws of the State of Utah, without reference to
the principles thereof relating to conflicts of law.
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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of
the 10th day of January, 2002.
If Purchaser is an INDIVIDUAL, or if acquired as JOINT TENANTS, as TENANTS IN
COMMON, or as COMMUNITY PROPERTY by more than one individual:
------------------------------------------
(Signature of Acquirer)
Xxxxx X. Xxxxxxxx
------------------------------------------
(Name Typed or Printed)
---------------------------- ---------------------------
Mailing Address Residence Address
(if not residence)
---------------------------- ---------------------------
City, State and Zip Code City, State and Zip Code
----------------------------
Social Security Number of Acquirer
Consideration Paid for Shares :
-----------------------------
Cancellation of $1,150,000 in principal amount of Company debt
Accepted as of the ___________
day of ______________, 2002
CIRTRAN CORPORATION
By:__________________________
Title:_________________________
