Exhibit 10.1
SUBSCRIPTION AGREEMENT
THIS SUBSCRIPTION AGREEMENT is made this [Date] by and between MAJESTIC
SAFE-T-PRODUCTS, LTD., a Maryland corporation (the "Company"), and [Name of
Investor], a [Type of Organization] (the "Subscriber").
WHEREAS, the Company is seeking an infusion of capital and is desirous
of potential investors; and
WHEREAS, the Subscriber is desirous of investing in the Company
pursuant to the terms of that certain offering (the "Offering") detailed in that
certain Prospectus dated ________ and constituting part of that certain
Registration Statement on Form SB-2 (the "Registration Statement") as declared
effective by the U.S. Securities and Exchange Commission (the "SEC") on [Date];
NOW, THEREFORE, in consideration of the promises and agreements set
forth herein, the parties, each intending to be legally bound hereby, do promise
and agree as follows:
1. Securities.
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(a) The undersigned Subscriber hereby subscribes for and agrees to purchase
shares (the "Shares") of the Company's common stock, par value $0.001 per share
(the "Common Stock") more fully described in the Prospectus which is
incorporated herein by reference.
(b) The Subscriber hereby encloses a check representing irrevocable payment
of $[amount] (the "Purchase Payment") made payable to "Mariner Investment Group
for the benefit of Majestic Safe-T-Products, Ltd. Escrow Account." Subscriber
hereby confirms that he has reviewed a copy of the Prospectus.
2. Representations and Warranties. In order to induce the Company to
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accept this Agreement, the Subscriber represents and warrants to, and
covenants and agrees with, the Company as follows.
(a) The Subscriber understands and agrees that unless properly revoked before
closing of a sale of the Shares to the Subscriber, this subscription will be
irrevocable and will survive the Subscriber's death, disability or insolvency,
except that the Subscriber will have no obligations in the event that this
Agreement is rejected in its entirety by the Company.
(b) The Subscriber understands and agrees that this Agreement and the payment
tendered in accordance herewith, may be accepted or rejected in whole or in part
in the sole and absolute discretion of the Company; the unaccepted remainder of
the payment to be refunded to the Subscriber in the event that the Company does
not accept the entire payment and if the Company accepts this Agreement in whole
or part and the Subscriber tenders the payment to the Company, then the
Subscriber will become a stockholder of the Company.
(c) The Subscriber has full power and authority to execute and deliver this
Agreement, and this Agreement has been duly executed and delivered by or on
behalf of the Subscriber and constitutes a legal, valid and binding obligation
of the Subscriber enforceable in accordance with its respective terms, except to
the extent such enforceability may be limited by the laws of bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditors' rights
generally or by general principles of equity.
(d) Neither the execution, delivery nor performance by the Subscriber of this
Agreement violates or conflicts with, creates (with or without the giving of
notice or the lapse of time, or both) a default under or a lien or encumbrance
upon any of the Subscriber's assets or properties pursuant to or requires the
consent, approval or order of any government or governmental agency or other
person or entity under (i) any note, indenture, lease, license or other material
agreement to which the Subscriber is a party or by which it or any of its assets
or properties is bound, or (ii) any statute, law, rule, regulation or court
decree binding upon or applicable to the Subscriber or its assets or properties.
If the Subscriber is not a natural person, the execution and delivery by the
Subscriber of this Agreement have been duly authorized by all necessary
corporate or other action on behalf of the Subscriber and such investment will
not constitute a breach or violation of, or default under, the charter or bylaws
or equivalent governing documents of the Subscriber.
(e) The Subscriber, if an individual, is at least 21 years of age and has full
legal capacity to enter into and perform his obligations under this Agreement.
The Subscriber, if signing this Agreement on behalf of an entity, has been duly
authorized by such entity to do so.
(f) The foregoing representations and warranties are true and accurate as of the
date hereof and will be true and accurate as of the date of delivery of this
Agreement to the Company and will survive such delivery. If at any time prior to
issuance of the Shares to the Subscriber, any representation and warranty of the
Subscriber is no longer true, the Subscriber promptly will give written notice
to the Company specifying which representations and warranties are not true and
the reason therefor, whereupon the Subscriber's subscription may be rejected or,
if previously accepted, such acceptance may be rescinded.
3. Attorney's Fees. In the event that it should become necessary for any party
entitled hereunder to bring suit against any other party to this Agreement for
enforcement of the covenants herein contained, the parties hereby covenant and
agree that the party who is found to be in violation of said covenants shall
also be liable for all reasonable attorney's fees and costs of court incurred by
the other parties hereto.
4. Mediation and Arbitration. All disputes arising or related to this Agreement
must exclusively be resolved first by mediation with a mediator selected by the
parties, with such mediation to be held in Houston, Texas. If such mediation
fails, then any such dispute shall be resolved by binding arbitration under the
commercial arbitration rules of the American Arbitration Association in effect
at the time the arbitration proceeding commences, except that (a) Texas law and
the federal arbitration act must govern construction and effect, (b) the locale
of any arbitration must be in Houston, Texas, and (c) the arbitrator must with
the award provide written findings of fact and conclusions of law. Any party may
seek from a court of competent jurisdiction any provisional remedy that may be
necessary to protect its rights or assets pending the selection of the
arbitrator or the arbitrator's determination of the merits of the controversy.
The exercise of such arbitration rights by any party will not preclude the
exercise of any self-help remedies (including without limitation, setoff rights)
or the exercise of any non-judicial foreclosure rights. An arbitration award may
be entered in any court having jurisdiction.
5. Benefit. All the terms and provisions of this Agreement shall be
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binding upon and inure to the benefit of and be enforceable by the parties
hereto, and their respective heirs, executors, administrators, personal
representatives, successors and permitted assigns.
6. Notices. All notices, requests, demands, and other communications hereunder
shall be in writing and delivered personally or sent by registered or certified
United States mail, return receipt requested with postage prepaid, or by
telecopy or e-mail, at the addresses provided herein. Any party hereto may
change its address upon 10 days' written notice to any other party hereto.
7. Construction. Words of any gender used in this Agreement shall be held and
construed to include any other gender, and words in the singular number shall be
held to include the plural, and vice versa, unless the context requires
otherwise. In addition, the pronouns used in this Agreement shall be understood
and construed to apply whether the party referred to is an individual,
partnership, joint venture, corporation or an individual or individuals doing
business under a firm or trade name, and the masculine, feminine and neuter
pronouns shall each include the other and may be used interchangeably with the
same meaning.
8. Waiver. No course of dealing on the part of any party hereto or its agents,
or any failure or delay by any such party with respect to exercising any right,
power or privilege of such party under this Agreement or any instrument referred
to herein shall operate as a waiver thereof, and any single or partial exercise
of any such right, power or privilege shall not preclude any later exercise
thereof or any exercise of any other right, power or privilege hereunder or
thereunder.
9. Cumulative Rights. The rights and remedies of any party under this
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Agreement and the instruments executed or to be executed in connection herewith,
or any of them, shall be cumulative and the exercise or partial exercise of any
such right or remedy shall not preclude the exercise of any other right or
remedy.
10. Invalidity. In the event any one or more of the provisions contained in this
Agreement or in any instrument referred to herein or executed in connection
herewith shall, for any reason, be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality, or unenforceability shall not
affect the other provisions of this Agreement or any such other instrument.
11. Headings. The headings used in this Agreement are for convenience and
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reference only and in no way define, limit, simplify or describe the scope or
intent of this Agreement, and do not effect or constitute a part of this
Agreement.
12. Multiple Counterparts. This Agreement may be executed in one or
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more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
13. Governing Law; Jurisdiction. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas, without regard to
any conflicts of laws provisions thereof. Each party hereby irrevocably submits
to the personal jurisdiction of the United States District Court for Xxxxxx
County, Texas, as well as of the District Courts of the State of Texas in Xxxxxx
County, Texas over any suit, action or proceeding arising out of or relating to
this Agreement. Each party hereby irrevocably waives, to the fullest extent
permitted by law, any objection which it may now or hereafter have to the laying
of the venue of any such mediation, arbitration, suit, action or proceeding
brought in any such county and any claim that any such mediation, arbitration,
suit, action or proceeding brought in such county has been brought in an
inconvenient forum.
14. Perfection of Title. The parties hereto shall do all other acts and
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things that may be reasonably necessary or proper, fully or more fully, to
evidence, complete or perfect this Agreement, and to carry out the intent of
this Agreement.
15. Entire Agreement. This instrument contains the entire understanding
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of the parties with respect to the subject matter hereof, and may not be changed
orally, but only by an instrument in writing signed by the party against whom
enforcement of any waiver, change, modification, extension, or discharge is
sought.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
dates indicated.
INTENTIONALLY LEFT BLANK
TYPE OF OWNERSHIP
(Check One)
Individual (one signature required)
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JointTenant with Right of Survivorship(both parties must sign)
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Tenants in Common (both parties must sign)
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Community Property (one signature required if interest held in one name,
i.e., managing spouse, two signatures required if interest
held in both names).
Trust
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Corporation
Partnership
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Please print here the exact name
(registration) investor desires for the Shares.
SIGNATURE PAGE
FOR INDIVIDUAL INVESTOR
Signature
Social Security Number
Print or Type Name
Residence Address:
Mailing Address:
Executed at _____________________, this _____ day of _________________, 200___.
SIGNATURE PAGE
FOR CORPORATE OR PARTNERSHIP INVESTOR
Name of Corporation or Partnership (Please Print or Type)
By
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Signature of Authorized Agent
Title:
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Taxpayer Identification Number:
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Address of Principal Offices:
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Mailing Address, if Different:
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Attention:
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Executed at _____________________, this _____ day of _________________, 200___.
SIGNATURE PAGE
FOR TRUST INVESTOR
Name of Trust (Please Print or Type)
Name of Trustee (Please Print or Type)
By
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Trustee's Signature
Date Trust was Formed:
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Taxpayer Identification Number:
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Trustee's Address:
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Attention:
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Executed at ____________________, this _____ day of _________________, 200___.
SUBSCRIPTION ACCEPTED:
MARINER INVESTMENT GROUP on behalf of
MAJESTIC SAFE-T-PRODUCTS, LTD.
By
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Xxx X. Xxxxx, Xx., President
Date: , 200____.
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