THE SECURITIES DESCRIBED IN THIS AGREEMENT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE
SECURITIES LAWS OF ANY STATE, AND ARE OFFERED IN RELIANCE UPON THE
EXEMPTIONS FROM REGISTRATION PROVIDED BY RULE 504 PROMULGATED UNDER
REGULATION D OF THE 1933 ACT, AND EXEMPTIONS UNDER APPLICABLE STATE
LAWS. THESE SECURITIES HAVE NOT BEEN RECOMMENDED OR APPROVED BY AND
FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY, NOR
HAVE SUCH AUTHORITIES PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THESE SECURITIES ARE SPECULATIVE, AND AN INVESTMENT IN THE
SECURITIES OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
SUBSCRIPTION AGREEMENT
This Subscription Agreement is made by and between Lakota
Technologies, Inc., a Colorado corporation (the "Company") and HLKT
Holdings, LLC (the "Investor").
The parties hereto agree as follows:
Article 1
The Securities
Section 1.01. The Securities. The securities offered hereby
shall consist of that certain Lakota Technologies, Inc. 3%
Convertible Debenture Due August 27, 2000 (the "Debenture"), with a
principal face amount of $23,500.
Section 1.02. Purchase Price. The purchase price ("Purchase
Price") to be paid for the Debenture shall be the sum of Twenty
Three Thousand Five Hundred Dollars ($23,500).
Section 1.03. Closing Date. The purchase and sale of the
Debenture (hereinafter referred to as the "Closing") shall take
place at The Law Offices of M. Xxxxxxx Xxxxxx, 000 Xxxxxxx Xxxxxx
Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000 on or before August 31,
1999, or at such other time and location as the Investor and the
Company shall agree.
Section 1.04. Delivery. On or before the Closing, the
Investor shall deliver the Purchase Price to the Company and the
Company shall deliver to the Investor the Debenture as set forth
herein.
Section 1.05. Expenses. Irrespective of whether the Closing
is effected, the Company shall pay all costs and expenses that it
incurs with respect to the negotiation, execution, delivery, and
performance of this Agreement and the transactions contemplated
hereby, including without limitation, the cost of any required
filings under the Act, the Exchange Act or any "blue sky" laws,
rules and regulations.
Article II
Representations and Warranties
Section 2.01. Investor Representations and Warranties. The
undersigned Investor hereby makes each and every one of the
representations and warranties set forth below:
(a) Investor has the full right, power and authority to
enter into this Agreement and to carry out and consummate the
transactions contemplated herein. This Agreement constitutes the
legal, valid and binding obligation of the Investor.
(b) Investor is an "Accredited Investor" as that term is
defined in Section 501(a) of Regulation D promulgated under the
Securities Act of 1933, as amended (the "Act").
(c) Investor has the financial ability to bear the
economic risk of Investor's investment, can afford to sustain a
complete loss of such investment, has adequate means of providing
for Investor's current needs and personal contingencies and has no
need for liquidity in Investor's Investment in the Company.
(d) Investor will acquire the Debenture for Investor's own
account (or for the joint account of Investor and Investor's spouse
either in joint tenancy, tenancy by the 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 Investor has no present intention of distributing or selling to
others any of such interest or granting any participation therein,
other than pursuant to an effective registration statement under the
Act.
(e) Investor has been given the opportunity to ask
questions of and to receive answers from persons acting on the
Company's behalf concerning the terms and conditions of this
transaction and also has been given the opportunity to obtain any
additional information which the Company possesses or can acquire
without unreasonable effort or expense. As a result, the Investor
is cognizant of the financial condition, capitalization, use of
proceeds from this financing and the operations and financial
condition of the Company, has available full information concerning
its affairs and has been able to evaluate the merits and risks of
the investment in the Debenture.
(f) The funds provided for the Investor's purchase are
either separate property, community property over which the
signatory(ies) hereto has or have the right of control or are
otherwise funds as to which the undersigned has the sole right of
management.
(g) Investor is not an associated person or affiliate of
any member firm of the National Association of Securities Dealers,
Inc.
(h) Investor is a resident of the State of Colorado, and
was not solicited by the Company or its agents with respect to the
Investment.
Article III
Notices
Section 3.01. Notices. All notices provided for in this
Agreement shall be in writing signed by the party giving such
notice, and delivered personally or sent by overnight courier or
messenger or sent by registered or certified mail (air mail if
overseas), return receipt requested, or by telex, facsimile
transmission, telegram or similar means of communication. Notices
shall be deemed to have been received on the date of personal
delivery, telex, facsimile transmission, telegram or similar means
of communication, or if sent by overnight courier or messenger,
shall be deemed to have been received on the next delivery day after
deposit with the courier or messenger, or if sent by certified or
registered mail, return receipt requested, shall be deemed to have
been received on the third business day after the date of mailing.
Notices shall be sent to the addresses of record for the parties.
Article IV
Miscellaneous
Section 4.01.
(a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY THEREIN,
WITHOUT GIVING EFFECT TO THE RULES OF CONFLICTS OF LAW.
(b) This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
assigns.
(c) This Agreement represents the entire agreement between
the parties relating to the subject matter hereof, superseding any
and all prior to contemporaneous oral and prior written agreements
and understandings. This Agreement may not be modified or amended
nor may any right be waived except by a writing signed by the party
against whom the modification or waiver is sought to be enforced.
(d) The warranties, representations and covenants of the
Company and the Investors contained in or made pursuant to this
Agreement shall survive the execution and delivery of this Agreement
and the Closing.
(e) The captions and headings contained herein are solely for
convenience of reference and do not constitute a part of this
Agreement.
(f) This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement and as of the 27th day of August, 1999.
"Company" "Investor"
Lakota Technologies, Inc. HLKT Holdings, LLC
By: /s/Xxx Xxxxxxxx By:/s/Unknown
Its: President Its:
