EXHIBIT 10.10
[FORM OF]
SUBSCRIPTION AGREEMENT
IDC Technologies, Inc.
000 Xxxxxx Xxxxx, Xxxxx 000
Xxxxxx Xxxx, X.X. 00000
Gentlemen:
1. Pursuant to the terms of the offer made by IDC Technologies, Inc. (the
"Company"), the undersigned hereby tenders this subscription and applies for the
purchase of the number of units ("Units") of the Company set forth on the
signature page hereto, at a purchase price of US$100 per Unit, each Unit
consisting of (a) one share ("Shares") of Series A Preferred Stock, $.001 par
value per share (the "Preferred Stock") with a stated value of $100 per share
(the "Stated Value"), and (b) one hundred common stock purchase warrants (the
"Warrants"). Each Warrant entitles the holder to purchase one share of the
Company's common stock ("Warrant Shares") at an exercise price of US$.25 per
Warrant Share for a period of five years from issuance (the "Exercise Period").
The form of Warrant is annexed hereto as Exhibit A.
The Company is offering a minimum of 5,000 units ($500,000) and a maximum
of 30,000 units ($3,000,000) (the "Offering") at $100 per Unit.
The subscriber is sending: (1) an executed copy of this Subscription
Agreement, (2) a completed copy of the appropriate Confidential Purchaser
Questionnaire (for U.S. Individuals or Organizations), and (3) EITHER A CHECK IN
US FUNDS made out to "Gottbetter & Partners, LLP, as Escrow Agent" for the full
amount of the purchase price for the Units for which the undersigned is
subscribing to:
Gottbetter & Partners, LLP
000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxx X. Xxxxxxxxxx, Esq.
OR
The subscriber may WIRE TRANSFER immediately available U.S. funds for the
full amount of the purchase price of the Units for which the undersigned is
subscribing plus all wire transfer fees to:
Gottbetter & Partners, LLP
Xxxx Account
Citibank N.A.
000 Xxxxxxx Xxxxxx
Xxx Xxxx,X.X. 00000
ABA Routing No.: 000000000
Account No.: 00000000
Reference: (Your Name) for IDC Technologies, Inc.
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2. Representations and Warranties. In order to induce the Company to
accept this subscription, the undersigned hereby represents and warrants to, and
covenants with, the Company as follows:
(a) The undersigned has received and carefully reviewed such
information and documentation relating to the Company that the undersigned has
requested, and has also had full and complete access to the business plan and
financial statements of Xxxx Xxxxx Productions, Inc., a Delaware corporation.
(b) The undersigned has had a reasonable opportunity to ask
questions of and receive answers from the Company concerning the Company and the
Offering, and all such questions, if any, have been answered to the full
satisfaction of the undersigned;
(c) The undersigned has such knowledge and expertise in financial
and business matters that the undersigned is capable of evaluating the merits
and risks involved in an investment in the Units;
(d) The undersigned understands that the Company has determined that
the exemption from the registration provisions of the Securities Act of 1933, as
amended (the "Securities Act"), provided by Rule 506 of Regulation D is
applicable to the offer and sale of the Units, based, in part, upon the
representations, warranties and agreements made by the undersigned herein, and
in the Confidential Purchaser Questionnaire referred to above.
(e) Except as set forth herein, no representations or warranties
have been made to the undersigned by the Company or any agent, employee or
affiliate of the Company and in entering into this transaction the undersigned
is not relying upon any information, other than the results of independent
investigation by the undersigned;
(f) The undersigned has full power and authority to execute and
deliver this Subscription Agreement and to perform the obligations of the
undersigned hereunder and this Subscription Agreement is a legally binding
obligation of the undersigned in accordance with its terms;
(g) Regulation D
(i) The undersigned understands and acknowledges that (A) none
of the shares of Preferred Stock, the shares of common stock issuable upon
conversion of the Preferred Stock or the Warrant shares (collectively the
"Securities") have been registered under the Securities Act or the securities
laws of any state, based upon an exemption from such registration requirements
for non-public offerings pursuant to Rule 506 of Regulation D under the
Securities Act; (B) the Securities are and will be "restricted securities", as
said term is defined in Rule 144 of the Rules and Regulations promulgated under
the Securities Act; (C) the Securities may not be sold or otherwise transferred
unless they have been first registered under the Securities Act and/or all
applicable state securities laws, or unless exemptions from such registration
provisions are available with respect to said resale or transfer; and (D) other
than as set forth in this Subscription Agreement between the Company and the
undersigned, the Company is under no obligation to register the Securities under
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the Securities Act or any state securities law, or to take any action to make
any exemption from any such registration provisions available.
(ii) The undersigned will not sell or otherwise transfer any
of the Securities, or any interest therein, unless and until (A) said Securities
shall have first been registered under the Securities Act and/or all applicable
state securities laws; or (B) the undersigned shall have first delivered to the
Company a written opinion of counsel (which counsel and opinion (in form and
substance) shall be reasonably satisfactory to the Company), to the effect that
the proposed sale or transfer is exempt from the registration provisions of the
Securities Act and all applicable state securities laws.
(iii) The undersigned is acquiring the Securities for its own
account for investment purposes only and not with a view to or for distributing
or reselling such Securities or any part thereof or interest therein, without
prejudice, however, to the undersigned's right, subject to the provisions of
this Subscription Agreement, at all times to sell or otherwise dispose of all or
any part of such Securities pursuant to an effective registration statement
under the Securities Act and in compliance with applicable federal and state
securities laws or under an exemption from such registration.
(iv) At the time the undersigned was offered the Securities,
it was, and at the date hereof it is, and it will be, an "accredited investor"
as defined in Rule 501(a) under the Securities Act.
(v) The undersigned has such knowledge, sophistication and
experience in business and financial matters so as to be capable of evaluating
the merits and risks of the prospective investment in the Securities, and has so
evaluated the merits and risks of such investment.
(vi) The undersigned is able to bear the economic risk of an
investment in the Securities and, at the present time, is able to afford a
complete loss of such investment.
(vii) The undersigned understands that no federal or state
agency has approved or disapproved the Securities, passed upon or endorsed the
merits of the Offering thereof, or made any finding or determination as to the
appropriateness of the Securities for investment.
(viii) The undersigned understands that the certificates
representing the Securities will bear a legend in substantially the following
form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND MAY NOT BE SOLD,
TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN ABSENCE OF
(I) AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT
OR (II) AN OPINION OF COMPANY COUNSEL THAT SUCH REGISTRATION IS NOT
REQUIRED.
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3. The Company has agreed to file, as soon as practicable following the
closing of the Offering, a registration statement on Form SB-2 (the
"Registration Statement") or such other form as shall be available registering
the Warrant Shares and the common shares issuable upon conversion of the
Preferred Stock.
4. The Company has represented that at all times while any shares of the
Preferred Stock are issued and outstanding, it shall own tangible, unencumbered
assets with a value equal to or greater than the aggregate stated value of all
such outstanding shares of Preferred Stock.
5. The Preferred Stock pays an 8% cumulative dividend, ranks senior to the
Company's common stock as to distribution of assets upon liquidation,
dissolution or winding up of the Company and automatically converts after 2
years into the Company's common stock at the rate of $.25 of Stated Value per
share. The holder of the Preferred Stock can convert all or part of the holder's
Preferred Stock at the same rate at any time prior to the automatic conversion
date.
6. The undersigned 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 Subscription Agreement where indicated. This Subscription Agreement shall
be null and void if the Company does not accept it as aforesaid. Notwithstanding
the foregoing, the Company may not accept any subscriptions unless and until it
has completed and closed a merger agreement with Xxxx Xxxxx Productions, Inc. in
the form annexed hereto as Exhibit B. The undersigned further understands that
the first $500,000 of offering proceeds will be placed in escrow with Gottbetter
& Partners, LLP, the escrow agent. In the event the Company does not receive
offering proceeds of at least $500,000 within the 90 day offering period, the
offering will not be completed and all offering proceeds will thereafter be
(promptly returned to investors without interest or deduction.
7. In conjunction with the Offering, an existing holder of $1,000,000 of
Xxxx Xxxxx Productions, Inc. debt will convert all of such debt into Company
units that are identical to the Units, at the same price paid by subscribers in
the offering.
8. The undersigned understands that the Company may, in its sole
discretion, reject this subscription, in whole or in part, and/or reduce this
subscription in any amount and to any extent, whether or not pro rata reductions
are made of any other investor's subscription.
9. The undersigned agrees to indemnify the Company and hold it harmless
from and against any and all losses, damages, liabilities, costs and expenses
which it may sustain or incur in connection with the breach by the undersigned
of any representation, warranty or covenant made by the undersigned.
10. Neither this Subscription Agreement nor any of the rights of the
undersigned hereunder may be transferred or assigned by the undersigned.
11. Except as otherwise provided herein, this Subscription Agreement (i)
may only be modified by a written instrument executed by the undersigned and the
Company; (ii) sets forth the entire agreement of the undersigned and the Company
with respect to the subject matter hereof; (iii) shall be governed by the laws
of the State of New York applicable to contracts made and to be wholly performed
therein; and (iv) shall inure to the benefit of, and be binding upon the Company
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and the undersigned and their respective heirs, legal representatives,
successors and permitted assigns.
12. Unless the context otherwise requires, all personal pronouns used in
this Subscription Agreement, whether in the masculine, feminine or neuter
gender, shall include all other genders.
13. All notices or other communications hereunder shall be in writing and
shall be deemed to have been duly given if delivered personally or mailed by
certified or registered mail, return receipt requested, postage prepaid, as
follows: if to the undersigned, to the address set forth on the signature page
hereto; and if to the Company, to IDC Technologies, Inc., 000 Xxxxxx Xxxxx Xxxxx
000, Xxxxxx Xxxx, Xxxxx Xxxxxxxx 00000, Attention: President or to such other
address as the Company or the undersigned shall have designated to the other by
like notice.
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SIGNATURE PAGE
IN WITNESS WHEREOF, the undersigned has executed this Subscription
Agreement this ______ day of _________________ 2003.
Number of Units Subscribed for _________________________________
-
ORGANIZATION SIGNATURE: INDIVIDUAL SIGNATURE:
__________________________________ ______________________________________
Print name of Organization Signature
By: _______________________________ ______________________________________
Name: Print Name
Title:
______________________________________
Additional Signature of Joint Owner
_______________________________________
Print Name
(ALLSUBSCRIBERS SHOULD PLEASE PRINT INFORMATION BELOW EXACTLY
AS YOU WISH IT TO APPEAR IN THE RECORDS OF
THE COMPANY)
____________________________________ ______________________________________
Name Social Security Number of Individual
or other Taxpayer I.D. Number
Address: Address for notices if different:
____________________________________ ______________________________________
Number and Street Number and Street
____________________________________ ______________________________________
City State Zip Code City State Zip Code
Please check the box to indicate form of ownership (if applicable):
TENANTS-IN-COMMON JOINT TENANTS WITH RIGHT OF COMMUNITY PROPERTY
(Both Parties must SURVIVORSHIP (Both Parties must sign
sign above) (Both Parties must sign above) above)
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ACCEPTANCE OF SUBSCRIPTION
The foregoing subscription is hereby accepted by IDC Technologies, Inc.
this ____ day of __________________, 2003, for __________________________ Units.
IDC TECHNOLOGIES, INC.
By: _____________________________
Name:
Title:
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