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EXHIBIT 10.63
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SUBSCRIPTION AGREEMENT
SUBSCRIPTION AGREEMENT made as of this 23rd day of March, 0000 xxxxxxx
XxXxxXxx.xxx, x Xxxxxx, Xxxxxx Xxxxxx corporation with its registered office at
000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, XX 00000 U.S. (the "Company"), and
Asia Internet Assets Inc. (the "Subscriber") with its office at Xx. 0, Xxxxxxx
Xxx, #00-00, XXX Xxxxxxxx, Xxxxxxxxx 000000.
WHEREAS, the Company desires to issue 250,000 shares of its common
stock, (the "Common Stock") at a price of $10 per Share on the terms and
conditions hereinafter set forth and Subscriber desires to acquire that number
of shares of Common Stock set forth on the signature page hereof (the "Shares");
NOW, THEREFORE, for and in consideration of the premises and the
mutual covenants hereinafter set forth, the parties hereto do hereby agree as
follows:
I. SUBSCRIPTION FOR SHARES AND REPRESENTATIONS AND WARRANTIES BY
SUBSCRIBER
Subscriber hereby represents and warrants to the Company as follows:
1.1 Subject to the terms and conditions hereinafter set forth,
Subscriber hereby subscribes for and agrees to purchase from the Company the
Shares at a price equal to $10 per Share and the Company agrees to sell the
Shares to Subscriber for paid purchases price subject to the Company's right to
sell to Subscriber such lesser number of Shares as it may, in its sole
discretion, deem necessary or desirable. The purchase price is payable, in U.S.
Dollars, by certified or bank check made payable to the Company, or by wire
transfer to the Company's account at such bank as shall be designated by the
Company, contemporaneously with the execution and delivery of this Subscription
Agreement. In exchange therefore, the Company will deliver certificate(s)
registered in the name of Subscriber representing the shares purchased and which
shall bear the customary restrictive legend on transferability pursuant to Rules
502 and 506 of Regulation D promulgated under the United States Securities Act
of 1933, as amended (the "Act"). $1,250,000 of the total purchase price shall be
paid to the designated bank account by March 31, 2000 and the remaining sum of
$1,250,000 shall be paid within 30 days after the date of the first payment.
1.2 Subscriber recognizes and acknowledges that the purchase
of the Shares involves a high degree of risk in that (i) 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; (ii) he may not be able to liquidate his investment; and (iii) in the
event of a disposition, an investor could sustain the loss of his entire
investment.
1.3 Subscriber represents that he is an "accredited investor"
as such term is defined in Rule 501 of Regulation D promulgated under the Act,
as indicated by his responses
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below, and that he is able to bear the economic risk of an investment in
the Shares.
ACCREDITED INVESTOR QUESTIONNAIRE: Please check all of the following that apply
to you:
---- (1) Any natural person whose individual net worth, or
joint net worth with that person's spouse, at the time of his purchase exceeds
$1,000,000;
---- (2) Any natural person who had an individual income in
excess of $200,000 in each of the two most recent years or joint income with
that person's spouse in excess of $300,000 in each of those years and has a
reasonable expectation of reaching the same income level in the current year;
---- (3) Any director, executive officer, or general partner
of the issuer of the securities being offered or sold, or any director,
executive officer, or general partner of a general partner of that issuer;
---- (4) Any trust with total assets in excess of $5,000,000,
not formed for the specific purpose of acquiring the securities offered, whose
purchase is directed by a sophisticated person as described in Rule
5076(b)(2)(ii);
---- (5) Any private business development company as defined
in Section 202(a)(22) of the Investment Advisers Act of 1940;
---- (6) Any organization described in Section 501(c)(3) of
the Internal Revenue Code, corporation, Massachusetts or similar business
trust, or partnership, not formed for the specific purpose of acquiring the
securities offered, with total assets in excess of $3,000,000,
---- (7) Any bank as defined in Section 3(a)(2) of the Act or
any savings and loan association or other institution as defined in Section
3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity;
---- (8) Any insurance company as defined in Section 2(13) of
the Act;
---- (9) Any investment company registered under the
Investment Company Act of 1940 or a business development company as defined in
Section 2(a)(48) of that Act;
---- (10) Any Small Business Investment Company licensed by
the U.S. Small Business Administration under Section 301(c) or (d) of the Small
Business Investment Act of 1958;
---- (11) Any plan established and maintained by a state, its
political subdivisions, or any agency or instrumentality of a state or its
political subdivisions, for the benefit of its employees, if such plan has
total assets in excess of $5,000,000;
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---- (12) Any employee benefit plan within the meaning of the
Employee Retirement Income Security Act of 1974, if the investment decision is
made by a plan fiduciary, as defined in Section 3(21) of such Act, which is
either a bank, savings and loan association, insurance company, or registered
investment adviser, if the employee benefit plan has total assets in excess of
$5,000,000, or if a self-directed plan, with investment decisions made solely
by person that are accredited investor; and
---- (13) Any entity in which all of the equity owners are
accredited investors.
1.4 Subscriber acknowledges that he has prior investment experience,
including investment in non-listed securities, or he has employed the services
of an investment advisor, attorney or accountant to read all of the documents
furnished or made available by the Company to him and to all other prospective
investors of shares of Common Stock being offered by the Company and to
evaluate the merits and risks of such an investment on his behalf, and that he
recognizes the highly speculative nature of this investment.
1.5 Subscriber acknowledges that he has been furnished by the Company
during the course of this transaction with all information regarding the
Company which he had requested or desired to know; that all documents which
could be reasonably provided have been made available for his inspection and
review; that he has been afforded the opportunity to ask questions of and
receive answers from duly authorized officers or other representatives of the
Company concerning the terms and conditions of the offering, and any additional
information which he had requested.
1.6 Subscriber acknowledges that this offering of Shares has not been
reviewed by the United States Securities and Exchange Commission ("SEC")
because of the Company's representations that this is intended to be a
nonpublic offering pursuant to Sections 4(2) or 3(b) of the Act. The Subscriber
represents that the Shares are being purchased for his own account, for
investment and not for distribution or resale to others. Subscriber
acknowledges that the Shares have not been registered under the Act, or any
state or foreign securities laws, and may not be offered, sold or transferred
by the Subscriber unless registered under the Act and applicable state and
foreign securities laws, or an exemption from registration is available in the
opinion of Company counsel.
1.7 Subscriber understands that the Company will review this
Subscription Agreement and that the Company reserves the unrestricted right to
reject or limit any subscription and to close the offer at any time.
1.8 Subscriber hereby represents that the address of Subscriber
furnished by him at the end of this Subscription Agreement is the undersigned's
principal residence if he is an individual or its principal business address if
it is a corporation or other entity.
1.9 Subscriber hereby represents that, except as set forth in any
written material furnished by the Company to subscriber in connection with his
proposed investment, no
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representations or warranties have been made to Subscriber by the Company or
any agent, employee or affiliate of the Company and in entering into this
transaction, Subscriber is not relying on any information, other than that
contained in any such written material and the results of independent
investigation by Subscriber.
II. REPRESENTATIONS BY THE COMPANY
The Company represents and warrants to Subscriber as follows:
(a) The Company is a corporation duly organized, existing and
in good standing under the laws of the State of Nevada and has the corporate
power to conduct the business which it conducts and proposes to conduct.
(b) The execution, delivery and performance of this
Subscription Agreement by the Company has been duly approved by the Board of
Directors of the Company and all other actions required to authorize and effect
the offer and sale of the Shares has been duly taken and approved.
(c) The Shares have been duly and validly authorized and when
issued and paid for in accordance with the terms hereof, will be duly and
validly issued, fully paid and non-assessable.
(d) The Company has obtained all licenses, permits and other
governmental authorizations necessary to the conduct of its business; such
licenses, permits and other governmental authorizations are in full force and
effect; and the Company is in all material respects complying therewith.
(e) The Company knows of no pending or threatened legal or
governmental proceedings to which the Company is a party which could materially
adversely affect the business, property, financial condition or operations of
the Company.
(f) The Company is not in violation of or default under, nor
will the execution and delivery of this Subscription Agreement or the issuance
of the Shares, result in a violation of, or constitute a default under, the
certificate of incorporation or by-laws, in the performance or observance of any
material obligations, agreement, covenant or condition contained in any bond,
debenture, note or other evidence of indebtedness or in any material contract,
indenture, mortgage, loan agreement, lease, joint venture or other agreement or
instrument to which the Company is a party or by which it or any of its
properties may be bound or in violation of any material order, rule,
regulation, writ, injunction, or decree of any government, governmental
instrumentality or court, domestic or foreign.
(h) No commission or finder's fee will be payable by the
Company in connection with the sale of the Shares.
III. MISCELLANEOUS
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3.1 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 its address set forth above,
and to Subscriber at his address indicated on the last page of this
Subscription Agreement. Notices shall be deemed to have been given on the date
of mailing, except notices of change of address, which shall be deemed to have
been given when received.
3.2 This Subscription Agreement shall not be changed, modified or
amended except by a writing signed by the parties to be charged, and this
Subscription Agreement may not be discharged except by performance in
accordance with its terms or by a writing signed by the party to be charged.
3.3 This Subscription 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 Subscription Agreement sets forth
the entire agreement and understanding between the parties as to the subject
matter thereof and merges and supersedes all prior discussions, agreements and
understandings of any and every nature among them.
3.4 Notwithstanding the place where this Subscription 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 New York. The parties hereby agree that any dispute
which may arise between them arising out of or in connection with this
Subscription Agreement shall be adjudicated before a court located in New York
City and they hereby submit to the exclusive jurisdiction of the courts of the
State of New York located in New York, New York and of the federal courts in
the Southern District of New York with respect to any action or legal
proceeding commenced by any party, and irrevocably waive any objection they now
or hereafter may have respecting the venue of any such action or proceeding
brought in such a court or respecting the fact that such court is an
inconvenient forum, relating to or arising out of this Subscription Agreement
or any acts or omissions relating to the sale of the securities hereunder, and
consent to the service of process in any such action or legal proceeding by
means of registered or certified mail, return receipt requested, in case of the
address set forth below or such other address as the undersigned shall furnish
in writing to the other.
3.5 This Subscription Agreement may be executed in counterparts. Upon
the execution and delivery of this Subscription Agreement by Subscriber, this
Subscription Agreement shall become a binding obligation of Subscriber with
respect to the purchase of the 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.
3.6 The holding of any provision of this Subscription Agreement to be
invalid or unenforceable by a court of competent jurisdiction shall not affect
any other provision of this Subscription Agreement, which shall remain in full
force and effect.
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3.7 It is agreed that a waiver by either party of a breach of any
provision of this Subscription Agreement shall not operate, or be construed, as
a waiver of any subsequent breach by that same party.
3.8 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
Subscription Agreement.
IN WITNESS WHEREOF, the parties have executed this Subscription
Agreement as of the day and year first written above.
ASIA INTERNET ASSETS INC. /s/ Xxxxxx Xx
Name of Subscriber --------------------------------
Signature of Subscriber(s)
Xxxxxx Xx (Director)
Business Address of Subscriber(s)
Xx. 0, Xxxxxxx Xxx,
#00-00, XXX Xxxxxxxx,
Xxxxxxxxx 000000
Number of Shares Subscribed For: 250,000 shares
Subscription Accepted:
/s/ X.X. Xxxx
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By: X.X. Xxxx (Chairman)
MyWeb Xxx.xxx
Date:
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