SUBSCRIPTION AGREEMENT BOAZ HOLDINGS INC.
EXHIBIT
10.1
BOAZ
HOLDINGS INC.
The
undersigned hereby subscribes for 100 shares of common stock, $.001 par value
per share (the “Shares”) of Boaz Holdings Inc., a Delaware corporation (the
“Company”).
The
undersigned agrees to pay the aggregate subscription price of $1,000,000 for
the
Shares being purchased hereunder. The entire purchase price is due and payable
upon the submission of this Subscription Agreement and shall be payable to
the
order of the Company.
The
undersigned acknowledges that the Shares being purchased hereunder will not
be
registered under the Securities Act of 1933, as amended (the "Act"), or the
securities laws of any state, that absent an exemption from registration
contained in those laws, the Shares require registration, and that the Company's
reliance upon such exemption is based upon the undersigned's representations,
warranties, and agreements contained in this Subscription Agreement.
1. The
undersigned represents, warrants, and agrees as follows:
a.
The
undersigned agrees that this Subscription Agreement is and shall be irrevocable.
b.
The
undersigned has been given the opportunity to ask questions of, and receive
answers from, the Company concerning the terms and conditions of this offering
and to obtain such additional information, to the extent the Company possesses
such information or can acquire it without unreasonable effort or expense,
necessary to verify the accuracy of same as the undersigned reasonably desires
in order to evaluate the investment. The undersigned has had the opportunity
to
discuss any questions with his counsel or other advisor. Notwithstanding the
foregoing, the only information upon which the undersigned has relied is that
set forth herein. The undersigned has received no representations or warranties
from the Company, its employees, agents or attorneys in making this investment
decision other than as set forth herein. The undersigned does not desire to
receive any further information.
c.
The
undersigned is aware that the purchase of the Shares is a speculative investment
involving a high degree of risk, that there is no guarantee that the undersigned
will realize any gain from this investment, and that the undersigned could
lose
the total amount of this investment.
d.
The
undersigned understands that no federal or state agency has made any finding
or
determination regarding the fairness of the Shares for investment, or any
recommendation
or endorsement of the Shares.
e.
The
undersigned is purchasing the Shares for the undersigned's own account, with
the
intention of holding the Shares with no present intention of dividing or
allowing others to participate in this investment or of reselling or otherwise
participating, directly or indirectly, in a distribution of the Shares or the
securities underlying the Shares, and shall not make any sale, transfer, or
pledge thereof without registration under the Act and any applicable securities
laws of any state or unless an exemption from registration is available under
those laws.
f.
The
undersigned represents that if an individual, he has adequate means of providing
for his or her current needs and personal and family contingencies and has
no
need for liquidity in this investment in the Shares. The undersigned has no
reason to anticipate any material change in his or her personal financial
condition for the foreseeable future.
g.
The
undersigned is financially able to bear the economic risk of this investment,
including the ability to hold the Shares indefinitely, or to afford a complete
loss of his investment in the Shares. The
undersigned is an “Accredited Investor” as such term is defined under Regulation
D under the Securities Act of 1933.
h.
The
undersigned represents that the undersigned's overall commitment to investments
which are not readily marketable is not disproportionate to the undersigned's
net worth, and the undersigned's investment in the Shares will not cause such
overall commitment to become excessive. The undersigned understands that the
statutory basis on which the Shares are being sold to the undersigned and others
would not be available if the undersigned's present intention were to hold
the
Shares for a fixed period or until the occurrence of a certain event. The
undersigned realizes that in the view of the Securities and Exchange Commission
(the “Commission”), a purchase now with a present intent to resell by reason of
a foreseeable specific contingency or any anticipated change in the market
value, or in the condition of the Company, or that of the industry in which
the
business of the Company is engaged or in connection with a contemplated
liquidation, or settlement of any loan obtained by the undersigned for the
acquisition of the Shares, and for which such Shares may be pledged as security
or as donations to religious or charitable institutions for the purpose of
securing a deduction on an income tax return, would, in fact, represent a
purchase with an intent inconsistent with the undersigned's representations
to
the Company, and the Commission would then regard such sale as a sale for which
the exemption from registration is not available. The undersigned will not
pledge, transfer or assign this Subscription Agreement.
i.
The
undersigned represents that the funds provided for this investment are either
separate property of the undersigned, community property over which the
undersigned has the right of control, or are otherwise funds as to which the
undersigned has the sole right of management. The undersigned is purchasing
the
Shares with the funds of the undersigned and not with the funds of any other
person, firm, or entity and is acquiring the Shares for the undersigned's
account. No person other than the undersigned has any beneficial interest in
the
Shares being purchased hereunder.
j.
The
address shown under the undersigned's signature at the end of this Subscription
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.
l.
The
undersigned has such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of an investment in the
Shares.
m.
The
undersigned acknowledges that the certificates for the Shares which the
undersigned will receive will contain a legend substantially as follows:
“THE
SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF
1933, AS AMENDED (THE “1933 ACT”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED,
PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE 1933 ACT, OR
UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE
SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH SALE, TRANSFER,
ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS
DELIVERY REQUIREMENTS OF THE 1933 ACT.”
The
undersigned further acknowledges that a stop transfer order will be placed
upon
the certificates for the securities in accordance with the Act. The undersigned
further acknowledges that the Company is under no obligation to aid the
undersigned in obtaining any exemption from registration requirements. The
Shares and Warrants shall have piggy back registration rights should the company
file a registration statement within two years from the date hereof.
n.
The
undersigned represents that the investor is an “accredited investor” as that
term is defined under the Act.
3. The
Company has been duly and validly incorporated and is validly existing and
in
good standing as a corporation under the laws of the State of Delaware. The
Company represents that it has all requisite power and authority, and all
necessary authorizations, approvals and orders required as of the date hereof
to
own its properties and conduct its business and to enter into this Subscription
Agreement and to be bound by the provisions and conditions hereof.
4. Except
as
otherwise specifically provided for hereunder, no party shall be deemed to
have
waived any of his or its rights hereunder or under any other agreement,
instrument or papers signed by any of them with respect to the subject matter
hereof unless such waiver is in writing and signed by the party waiving said
right. Except as otherwise specifically provided for hereunder, no delay or
omission by any party in exercising any right with respect to the subject matter
hereof shall operate as a waiver of such right or of any such other right.
A
waiver on any one occasion with respect to the subject matter hereof shall
not
be construed as a bar to, or waiver of, any right or remedy on any future
occasion. All rights and remedies with respect to the subject matter hereof,
whether evidenced hereby or by any other agreement, instrument, or paper, will
be cumulative, and may be exercised separately or concurrently.
6.
The
parties have not made any representations or warranties with respect to the
subject matter hereof not set forth herein, and this Subscription Agreement,
together with any instruments or documents executed simultaneously herewith
in
connection with this offering, constitutes the entire agreement between them
with respect to the subject matter hereof. All understandings and agreements
heretofore had between the parties with respect to the subject matter hereof
are
merged in this Subscription Agreement and any such instruments and documents,
which alone fully and completely expresses their agreement.
7.
This
Subscription Agreement may not be changed, modified, extended, terminated or
discharged orally, but only by an agreement in writing, which is signed by
all
of the parties to this Subscription Agreement.
8.
The
parties agree to execute any and all such other further instruments and
documents, and to take any and all such further actions reasonably required
to
effectuate this Subscription Agreement and the intent and purposes hereof.
9.
This
Subscription Agreement shall be governed by and construed in accordance with
the
laws of the State of New York and the undersigned hereby consents to the
jurisdiction of the courts of the State of New York and the United States
District Courts situated therein.
EXECUTION
BY SUBSCRIBER
B&D
Food Corp.
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Title:
CEO
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