SUBSCRIPTION AGREEMENT
Exhibit
10.2
To: PRCOMPLETE
HOLDINGS INC.
00000 Xxx Xxxxxxx Xxxx. #000
Xxx Xxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxxx,
President
Gentlemen:
1. Subscription.
The
undersigned (the "Purchaser"), intending to be legally bound, hereby irrevocably
agrees to purchase from PrComplete Holdings Inc., a Nevada Corporation (the
“Company”), the number of shares, set forth on the Signature Page at the end of
this subscription Agreement (the “Agreement”) at a purchase price of $0.05 upon
the terms and conditions hereinafter set forth. This subscription is submitted
to the Company accordance with and subject to the terms and conditions described
in this Agreement and in the Confidential Private Placement Memorandum dated as
of June 20, 2008.
The
undersigned is delivering (i) the subscription payment made payable to
PrComplete Holdings Inc. (ii) two executed copies of the Signature page at the
end of this Agreement, and (iii) one executed copy of Purchaser Questionnaire
for Individuals (if appropriate), attached hereto as Exhibit II,
to:
PRCOMPLETE
HOLDINGS INC.
00000 Xxx
Xxxxxxx Xxxx. #000
Xxx
Xxxxxxx, XX 00000
Attn:
Xxxxxxx Xxxxxx, President
The
undersigned understands that the Shares are being issued pursuant to the
exemption from the registration requirements of the United States Securities Act
of 1933, as amended (the "Securities Act"), provided by Regulation D Rule 506 of
such Securities Act. As such, the Shares are only being offered and sold to
investors who qualify as “accredited investors," and a limited number of
sophisticated investors and the Company is relying on the representations made
by the undersigned in this Agreement that the undersigned qualifies as such an
accredited or sophisticated investor. The shares of common stock are "restricted
securities" for purposes of the United States securities laws and cannot be
transferred except as permitted under these laws.
2. Acceptance of
Subscription.
The Offering will be open until the
sale of all of the common shares.
Subject to applicable state securities laws, the Purchaser may not revoke any
subscription that such Purchaser delivers to the Company. However, the
undersigned understands and agrees that the Company, in its sole discretion, may
(i) reject the subscription of any Purchaser, whether or not qualified, in whole
or in, part, and (ii) may withdraw the Offering at any time prior to the
termination of the Offering. The Company shall have no obligation to
accept subscriptions in the order received. This subscription shall become
binding only if accepted by the Company.
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3. Memorandum.
The Purchaser hereby acknowledges
receipt of a copy of the Confidential Private Placement Memorandum dated June
20, 2008 (as, the "Memorandum").
4. Representations and
Warranties.
4.1. The
Company represents and warrants to, and agrees with the undersigned as follows,
in each case as of the date hereof and in all material respects as of the date
of any closing, except for any changes resulting solely from the
Offering:
(a) The
Company is duly organized, validly existing and in good standing under the laws
of the jurisdiction of its incorporation with full power and authority to own,
lease, license and use its properties and assets and to carry out the business
in which it is engaged as described in the Memorandum. The Company is in good
standing as a foreign corporation in every jurisdiction in which its ownership,
leasing, licensing or use of property or assets or the conduct of its business
makes such qualification necessary, except where the failure to be so qualified
would not have a material adverse effect on the Company.
(b) At the
date of the initial closing, the authorized capital stock of the Company will
consist of 500,000,000 shares of common stock, par value $.001 per share. At
such date, without taking into account the initial closing, there will be
outstanding no more than 1,200,000 shares of Common Stock, excluding
shares issued in connection with the Offering, shares issued upon exercise or
conversion of options, warrants or other rights outstanding as of the date of
the initial closing, in accordance with their terms as of such date, which terms
have been described properly in the Memorandum.
Each
outstanding share of Common Stock is validly authorized, validly issued, fully
paid and non-assessable, without any personal liability attaching to the
ownership thereof and has not been issued and is not or will not be owned or
held in violation of any preemptive rights of stockholders. There is no
commitment, plan or arrangement to issue, and no outstanding option, warrant or
other right calling for the issuance of, any share of capital stock of the
Company or any security or other instrument which by its terms is convertible
into, exercisable for or exchangeable for capital stock of the Company, except,
as may be described in the Memorandum. There is outstanding no security or other
instrument which by its terms is convertible into or exchangeable for capital
stock of the Company, except as may be described in the Memorandum
(c) There is
no litigation, arbitration, claim, governmental or other proceeding (formal or
informal), or investigation pending or, to the best knowledge of the officers of
the Company, threatened with respect to the Company, or any of its subsidiaries,
operations, businesses, properties or assets except as may be described in the
Memorandum or such as individually or in the aggregate do not now have and could
not reasonably be expected have a material adverse effect upon the operations,
business, properties or assets of the Company.
(d) The
Company is not in violation of, or in default with respect to, any law, rule,
regulation, order, judgment or decree except as may be described in the
Memorandum or such as in the aggregate do not now have and will not in the
future have a material adverse effect upon the operations, business, properties
or assets of the Company; nor is the Company required to take any action in
order to avoid any such violation or default.
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(e) The
Company has all requisite power and authority (i) to execute, deliver and
perform its obligations under this Agreement, and (ii) to issue and sell the
shares in the Offering.
(f) No
consent, authorization, approval, order, license, certificate or permit of or
from, or declaration or filing with, any United States federal, state, local, or
other applicable governmental authority, or any court or any other tribunal, is
required by the Company for the execution, delivery or performance by the
Company of this Agreement or the issuance and sale of the shares, except such
filings and consents as may be required and have been or at the initial closing
will have been made or obtained under the laws of the United States federal and
state securities laws.
(g) The
execution, delivery and performance of this Agreement and the issuance of the
Shares will not violate or result in a breach of, or entitle any party (with or
without the giving of notice or the passage of time or both) to terminate or
call a default under any agreement or violate or result in a breach of any term
of the Company's Articles of Incorporation or Bylaws of, or violate any law,
rule, regulation, order, judgment or decree binding upon, the Company, or to
which any of its operations, businesses, properties or assets are subject, the
breach, termination or violation of which, or default under which, would have a
material adverse effect on the operations, business, properties or assets of the
Company.
(h) The
shares of common stock issuable in this Offering are validly authorized and, if
and when issued in accordance with the terms and conditions set forth in the
Memorandum and in this Agreement, will be validly issued, fully paid and
non-assessable without any personal liability attaching to the ownership
thereof, and will not be issued in violation of any preemptive or other rights
of stockholders.
(i) The
Memorandum and this Agreement do not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading. Without limiting the
generality of the foregoing, there has been no material adverse change in the
financial condition, results of operations, business, properties, assets,
liabilities, or, to the knowledge of the Company, future prospects of the
Company from the latest information set forth in the Memorandum.
4.2. The
undersigned hereby represents and warrants to, and agrees with, the Company as
follows:
(a) If a
natural person, the undersigned is: a bona fide resident of the state or
non-United States jurisdiction contained in the address set forth on the
Signature Page of this Agreement as the undersigned's home address; at least 21
years of age; and legally competent to execute this Agreement. If an entity, the
undersigned has its principal offices or principal place of business in the
state or non-United States jurisdiction contained in the address set forth on
the Signature Page of this Agreement, the individual signing on behalf of the
undersigned is duly authorized to execute this Agreement and this Agreement
constitutes the legal, valid and binding obligation of the undersigned
enforceable against the undersigned in accordance with its terms.
(b) The
undersigned has received, read carefully and is familiar with this Agreement and
the Memorandum.
(c) The
undersigned is familiar with the Company's business, plans and financial
condition, the terms of the Offering and any other matters relating to the
Offering, the undersigned has received all materials which have been requested
by the undersigned, has had a reasonable opportunity to ask questions of the
Company and its representatives, and the Company has answered all inquiries that
the undersigned or the undersigned's representatives have put to it. The
undersigned has had access to all additional information necessary to verify the
accuracy of the information set forth in this Agreement and the Memorandum and
any other materials furnished herewith, and have taken all the steps necessary
to evaluate the merits and risks of an investment as proposed
hereunder.
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(d) The
undersigned (or the undersigned's purchaser representative) has such knowledge
and experience in finance, securities, taxation, investments and other business
matters so as to be able to protect the interests of the undersigned in
connection with this transaction, and the undersigned's investment in the
Company hereunder is not material when compared to the undersigned's total
financial capacity.
(e) The
undersigned understands the various risks of an investment in the Company as
proposed herein and can afford to bear such risks, including, without
limitation, the risks of losing the entire investment.
(f) The
undersigned acknowledges that no market for the shares of common stock presently
exists and none may develop in the future and that the undersigned may find it
impossible to liquidate the investment at a time when it may be desirable to do
so, or at any other time.
(g) The
undersigned has been advised by the Company that none of the shares of common
stock has been registered under the Securities Act, that the common stock will
be issued on the basis of the statutory exemption provided by Rule 506 of the
Securities Act or Regulation D promulgated thereunder, or both, relating to
transactions by an issuer not involving any public offering and under similar
exemptions under certain state securities laws; that this transaction has not
been reviewed by, passed on or submitted to any federal or state agency or
self-regulatory organization where an exemption is being relied upon; and that
the Company's reliance thereon is based in part upon the representations made by
the undersigned in this Agreement.
(h) The
undersigned acknowledges that the undersigned has been informed by the Company
of or is otherwise familiar with, the nature of the limitations imposed by the
Securities Act and the rules and regulations thereunder on the transfer of the
shares of common stock. In particular, the undersigned agrees that no sale,
assignment or transfer of any of the shares of common stock shall be valid or
effective, and the Company shall not be required to give any effect to such a
sale, assignment or transfer, unless (i) the sale, assignment or transfer of
such shares of common stock is registered under the Securities Act, it being
understood that the shares of common stock are not currently registered for sale
and that the Company has no obligation or intention to so register the shares of
common stock, except as contemplated by the terms of this Agreement or (ii) such
shares of common stock is sold, assigned or transferred in accordance with all
the requirements and limitations of Rule 144 under the Securities Act (it being
understood that Rule 144 is not available at the present time for the sale of
the shares of common stock), or (iii) such sale, assignment or transfer is
otherwise exempt from registration under the Securities Act, including
Regulation S promulgated thereunder. The undersigned further understands that an
opinion of counsel and other documents may be required to transfer the shares of
common stock.
(i) The
undersigned acknowledges that the shares of common stock shall be subject to a
stop transfer order and the certificate or certificates evidencing any shares of
common stock shall bear the following or a substantially similar legend or such
other legend as may appear on the forms of shares of common stock and such other
legends as may be required by state blue sky laws:
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THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933 (THE "ACT") OR. APPLICABLE STATE SECURITIES
LAWS, AND SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH SALE OR TRANSFER IS EXEMPT FROM SUCH REGISTRATION
REQUIREMENTS OF THE ACT AND APPLICABLE STATE SECURITIES LAWS.
(j) The
undersigned will acquire the shares of common stock for the undersigned's own
account (or for the joint account of the undersigned and the undersigned's
spouse either in joint tenancy, tenancy by 'he entirety or tenancy in common)
for investment and not with a view to the sale or distribution thereof or the
granting of any participation therein, and has no present intention of
distributing or selling to others any of such interest or granting any
participation therein.
(k) No
representation, guarantee or warranty has been made to the undersigned by any
broker, the Company, any of the officers, directors, stockholders, partners,
employees or agents of either of them, or any other persons, whether expressly
or by implication, that:
(I) the
Company or the undersigned will realize any given percentage of profits and/or
amount or type of consideration, profit or loss as a result of the Company's
activities or the undersigned's investment in the Company; or
(II) the past
performance or experience of the management of the Company, or of any other
person, will in any way indicate the predictable results of the ownership of the
shares of common stock or of the Company's activities.
(l) No oral
or written representations have been made other than as stated in the
Memorandum, and no oral or written information furnished to the undersigned or
the undersigned's advisor(s) in connection with the Offering were in any way
inconsistent with the information stated in the Memorandum.
(m) The
undersigned is not subscribing for the Shares as a result of or subsequent to
any advertisement, article, notice or other communication published in any
newspaper, magazine or similar media or broadcast over television or radio, or
presented at any seminar or meeting, or any solicitation of a subscription by a
person other than a representative of the Company with which the undersigned had
a pre-existing relationship in connection with investments in securities
generally.
(n) The
undersigned is not relying on the Company with respect to the tax and other
economic considerations of an investment.
(o) The
undersigned understands that the net; proceeds from all subscriptions paid and
accepted pursuant to the Offering (after deduction for commissions, discounts
and expenses of the Offering) will be used in all material respects for the
purposes set forth in the Memorandum.
(p) Without
limiting any of the undersigned's other representations and warranties
hereunder, the undersigned acknowledges that the undersigned has reviewed and is
aware of the risk factors described in the Memorandum.
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(q) The
undersigned acknowledges that the representations, warranties and agreements
made by the undersigned herein shall survive the execution and delivery of this
Agreement and the purchase of the Shares.
(r) The
undersigned has consulted his own financial, legal and tax advisors with respect
to the economic, legal and tax consequences of an investment in the Shares and
has not relied on the Memorandum or the Company, its officers, directors or
professional advisors for advice as to such consequences.
5. Indemnification.
The Purchaser understands the meaning
and legal consequences of the representations and warranties contained in
Section 4.2, and agrees to indemnify and hold harmless the Company and each
member, officer, employee, agent or representative thereof against any and all
loss, damage or liability due to or arising out of a breach of any
representation or warranty, or breach or failure to comply with any covenant, of
the Purchaser, whether contained in the Memorandum or this Subscription
Agreement. Notwithstanding any of the representations, warranties,
acknowledgments or agreements made herein by the Purchaser, the Purchaser does
not thereby or in any other manner waive any rights granted to the Purchaser
under federal or state securities laws.
6. Provisions of Certain State
Laws.
IN
MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF
THE ISSUER AND THE TERMS OF THE OFFERING INCLUDING THE MERITS AND RISKS
INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE
SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING
AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED TIE ADEQUACY OF THIS
DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THESE
SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT
BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION
OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO
BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF
TIME.
THE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE NEW YORK UNIFORM SECURITIES ACT
AND, THEREFORE, CANNOT BE RESOLD UNLESS THEY ARE REGISTERED UNDER THE ACT OR
UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
7. Additional
Information.
The Purchaser hereby acknowledges and agrees that the Company may make or cause
to be made such further inquiry and obtain such additional information as they
may deem appropriate, with regard to the suitability of the
undersigned.
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8. Irrevocability; Binding
Effect.
The Purchaser hereby acknowledges and agrees that the Subscription hereunder is
irrevocable, that the Purchaser is not entitled to cancel, terminate or revoke
this Subscription. Agreement or any agreements of the undersigned
thereunder and that this Subscription Agreement and such other agreements shall
survive the death or disability of the Purchaser and shall be binding upon and
inure to the benefit of the parties and their heirs, executors, administrators,
successors, legal representatives and assigns. If the Purchaser is
more than one person, the obligations of the Purchaser hereunder shall be joint
and several and the agreements, representations, warranties and acknowledgments
herein contained shall be deemed to be made by and be binding upon each such
person and his heirs, executors, legal representatives and assigns.
9. Modification.
Neither this Subscription Agreement nor any provisions hereof shall be waived,
modified, discharged or terminated except by an instrument in writing signed by
the party against whom any such waiver, modification, discharge or termination
is sought.
10. Notices.
Any notice, demand or other
communication which any party hereto may be required, or may elect, to give to
any other party hereunder shall be sufficiently given if (a) deposited, postage
prepaid, in a United States mail box, stamped registered or certified mail,
return receipt requested, addressed to such address as may be listed on the
books of the Company, or (b) delivered personally at such address.
11. Counterparts.
This Subscription Agreement may be
executed through the use of separate signature pages or in any number of
counterparts, and each such counterpart shall, for all purposes, constitute one
agreement binding on all parties, notwithstanding that all parties are not
signatories to the same counterpart.
12. Entire
Agreement.
This Subscription Agreement contains
the entire agreement of the parties with respect to the subject matter hereof
and there are no representations, covenants or other agreements except as stated
or referred to herein.
13. Severability.
Each provision of this Subscription
Agreement is intended to be severable from every other provision, and the
invalidity or illegality of any Portion hereof shall not affect the validity or
legality of the remainder hereof.
14. Assignability.
This
Subscription Agreement is not transferable or assignable by the
Purchaser.
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15. Applicable
Law.
This Subscription Agreement shall be governed by and construed in accordance
with the laws of the State of Nevada as applied to residents of that State
executing contracts wholly to be performed in that State.
16. Choice of
Jurisdiction.
The parties agree that any action or
proceeding arising, directly, indirectly or otherwise, in connection with, out
of or from this Subscription Agreement, any breach hereof or any transaction
covered hereby shall be resolved within the County, City and State of Nevada.
Accordingly, the parties consent and submit to the jurisdiction of the United
States federal and state courts located within the County, City and State of
Nevada.
IN WITNESS THEREOF, the
undersigned exercises and agrees to be bound by this Subscription Agreement by
executing the Signature Page attached hereto on the date therein
indicated.
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SUBSCRIPTION
AGREEMENT SIGNATURE PAGE
By
executing this Signature Page, the undersigned hereby executes, adopts and
agrees to all terms, conditions and representations of this Subscription
Agreement and acknowledges all requirements are met by the purchaser to purchase
shares of Common Stock in the Company.
Number of
Shares Subscribed at: per
Share: ___________________________________
Aggregate
Purchase Price: $
________________________________________________________
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Type
of ownership:
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Individual
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(xxxx
one)
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Joint
Tenants
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Tenants
by the Entirety
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||
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Tenants
in Common
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Subscribing
as Corporation or Partnership
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Other
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IN WITNESS WHEREOF, the undersigned
Purchaser has executed this Signature Page this __________day of
__________________________, 2008.
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Exact
Name in which Shares are to be Registered
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Exact
Name in which Shares are to be Registered
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Signature
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Signature
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Print
Name
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Print
Name
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Tax
Identification Number
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Tax
Identification Number
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Mailing
Address
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Mailing
Address
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Residence
Phone Number
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Residence
Phone Number
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Work
Phone Number
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Work
Phone Number
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E-mail
Address
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E-mail
Address
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ACCEPTANCE OF
SUBSCRIPTION
PrComplete
Holdings Inc., Inc. hereby accepts the subscription of ________________Shares
consisting of ______________________, as of the ____________day of
_________________, 2008.
PRCOMPLETE
HOLDINGS INC.
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By:
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Name:
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Title:
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Exhibit II to Subscription
Agreement
PURCHASER
QUESTIONNAIRE FOR INDIVIDUALS
Purpose
of this Questionnaire.
Shares of stock in PrComplete Holdings Inc., a Nevada corporation (the
"Company'), are being offered without registration under the Securities Act of
1933, as amended (the "Securities Act"), or the securities laws of certain
states, in reliance on the private offering exemption contained in Section 4(2)
of the Securities Act and on Regulation D of the Securities and Exchange
Commission thereunder ("Regulation D"), and in reliance on similar exemptions
under certain applicable state laws. The purpose of this Purchaser Questionnaire
is to assure the Company that the proposed purchaser meets the standards imposed
for the application of such exemptions including, but not limited to, whether
the proposed purchaser qualifies as an "accredited investor" as defined in Rule
501 under the Act or a “sophisticated investor” as defined in Rule 506 under the
Act, your answers will at all times be kept strictly confidential. However, by
signing this purchaser Questionnaire you agree that the Company may present this
Purchaser Questionnaire to such parties as the Company may deem appropriate if
called upon under the law to establish the availability of any exemption from
registration of the private placement or if the contents hereof are relevant to
any issue in any action, suit or proceeding to which the Company is a party or
by which it may be bound. The undersigned realizes that this Purchaser
Questionnaire does not constitute an offer by the Company to sell Shares but is
a request for information.
THE
COMPANY WILL NOT OFFER OR SELL SHARES TO ANY INDIVIDUAL WHO HAS NOT FILLED OUT,
AS THOROUGHLY AS POSSIBLE, A PROSPECTIVE PURCHASER QUESTIONNAIRE.
Instructions:
One (1)
copy of this Questionnaire should be completed, signed, dated and delivered
to:
PRCOMPLETE
HOLDINGS INC.
00000 Xxx
Xxxxxxx Xxxx. #000
Xxx
Xxxxxxx, XX 00000
Attn:
Xxxxxxx Xxxxxx, President
Please contact Xxxxxxx Xxxxxx at
(000)000-0000 if
you have any questions with respect to the Questionnaire.
PLEASE ANSWER ALL QUESTIONS.
If the appropriate answer is "None" or "Not Applicable," so state. Please print
or type your answers to all questions. Attach additional sheets if necessary to
complete your answers to any item.
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I.
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General
Information:
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Name
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Date
of Birth
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Residence
Address
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Business
Address
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Home
Telephone No.
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Business
Telephone No
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E-mail
Address
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Preferred
Mailing Address
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________
Business or
_________ Home (check one)
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Social
Security Number
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Marital
Status
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By
signing this Questionnaire I hereby confirm the following
statements:
I am
aware that the offering of Common Stock will involve securities that are not
transferable and for which no market exists, thereby requiring my investment to
be maintained for an indefinite period of time.
I
acknowledge that any delivery to me of the Private Placement Memorandum relating
to the shares of Common Stock prior to the determination by the Company of my
suitability as an investor, shall not constitute an offer of such shares until
such determination of suitability shall be made, and I agree that I shall
promptly return the Private Placement Memorandum to the Company upon
request.
My
answers to the foregoing questions are, and were on any date (if any) that I
previously subscribed for shares in the Company, true and complete to the best
of my information and belief and were true on any date that I previously as of,
and I will promptly notify the Company of any changes in the information I have
provided.
[SIGNATURES
FOLLOW ON SUBSEQUENT PAGE]
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Executed:
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Date:
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Place:
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(Printed
Name)
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(Signature)
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(Printed
Name of Joint Subscriber)
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(Signature
of Joint Subscriber)
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13
