Exhibit 99.1
Cach Foods, Inc.
Form SB-2
SUBSCRIPTION AGREEMENT
Llebpmac, Inc.
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
THIS SUBSCRIPTION AGREEMENT made this 1st day of September,
1998 by and between Llebpmac, Inc., a Nevada corporation (the
"Company"), and Xxxxxxxxx X. Xxxxxx (the "Subscriber"), who, for
and in consideration of the mutual promises and covenants set
forth herein, do hereto agree as follows:
1. Subscription. The Subscriber hereby subscribes for
$1,000,000 Shares (each Share comprising one share of $.001 pare
value Common Stock of the Company), and herewith tenders a
subscription to the Company in the amount of One Thousand Dollars
($1,000) which the Subscriber has tendered herewith as payment for
the Shares. This Subscription Agreement ("Subscription") is an
irrevocable offer by the Subscriber to subscribe for the
securities offered by the Company, and, subject to the terms
hereof, shall become a contract for the sale of said securities
upon acceptance thereof by the Company.
2. Acceptance. This Subscription Agreement is made subject to
the Company's discretionary right to accept or reject the
subscription herein, and the Subscriber will be notified upon
closing of the offering (the "Acceptance Date") whether the
subscription has been accepted. If the Company shall for any
reason reject this Subscription, the Subscription will be refunded
in full, without interest, and this Subscription Agreement shall
be null, void and of no effect. Acceptance of this subscription
by the Company will be evidenced by the execution hereof by an
officer of the Company.
3. Subscriber Representations. The Subscriber hereby represents
and warrants that:
(a) The Subscriber's representations in this Agreement are
complete and accurate to the best of the Subscriber's knowledge,
and the Company and any sales agent may rely upon them. The
Subscriber will notify the Company and any such agent immediately
if any material change occurs in any of this information before
the sale of the Shares.
(b) The Subscriber is [check which of the following apply]:
[_] an "accredited investor" as defined under Rule 501 of
Regulation D; or
[_] has, either alone or in conjunction with Subscriber's
purchaser representative(s) if any, such knowledge and experience
in financial and business matters as to be able to evaluate the
merits and risks of an investment herein.
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(c) The Subscriber is able to bear the economic risk of an
investment in the securities for an indefinite period of time, can
afford to risk the loss of the entire investment in the
securities, and will, after making an investment in the
securities, have sufficient means of providing for current needs
and possible future contingencies without reliance upon this
investment. Additionally, the Subscriber's overall commitment to
investments which are not readily marketable is not
disproportionate to the Subscriber's net worth and this
Subscription will not cause such overall commitment to become
excessive.
(d) The securities subscribed for herein will no be sol by the
Subscriber without registration under applicable securities acts
or a proper exemption from such registration. Further, the
Subscriber shall, in the event any of the securities subscribed
for herein are to be sold without registration, supply the Company
with satisfactory opinion of counsel, if requested, that an
exemption from such registration is available.
(e) The Subscriber understands and acknowledges that although the
securities being offered are being acquired for the Subscriber's
own account and risk, for investment purposes, and not on behalf
of any other person or with, or for resale in connection with, any
distribution thereof within the meaning of the Act, unless the
resale or other transfer of the securities has been registered
under the Act, or, in the opinion of counsel satisfactory to the
Company, if requested, is exempt from registration under the Act.
The Subscriber is aware that although there are substantial
restrictions on the transferability of the securities, there is
presently no public market for the securities and no assurance of
a future public market for the securities, and, accordingly, it is
unlikely that the Subscriber will be readily able to liquidate an
investment in the securities quickly in the event of an emergency.
(f) The Subscriber hereby agrees that he does not have the right
to cancel this Subscription Agreement, which shall survive the
death, disability, or the cessation of existence as a legal
entity, of the Subscriber. Further, the Subscriber agrees that he
does not have the right, and will not attempt, to transfer his
interest herein.
(g) The Subscriber has had access to any and all information
concerning the Company which the Subscriber and the Subscriber's
financial, tax and legal advisors required or considered necessary
to make a proper evaluation of this investment. In making the
decision solely upon their own independent investigations, and
fully understand that there are no guarantees, assurances or
promises in connection with any investment hereunder and
understand that the particular tax consequences arising from this
investment in the Company will depend upon the Subscriber's
individual circumstances. The Subscriber further understands that
no opinion is being given as to any securities matters involving
the Offering.
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(h) The Subscriber shall indemnify and hold the Company harmless
from all costs and expenses, including reasonable attorney's fees,
incurred by the Company as a result of a breach hereof by the
Subscriber. Further, all of the representations and warranties of
the Subscriber contained herein and all information furnished by
the Subscriber to the Company are true, correct and complete in
all respects, and the Subscriber agrees to notify the Company
immediately of any change in any representation, warranty or other
information set forth herein.
(i) The Subscriber also understands and agrees that stop transfer
instructions relating to the securities will be placed in the
Company's stock transfer ledger, and that the certificates
evidencing the securities sold will bear the legend in
substantially the following form:
"No sale, offer to sell, or transfer of the shares
represented by this certificate shall be made unless
a registration statement under the Federal
Securities Act of 1933, as amended, with respect to
such shares is then in effect or an exemption from
the registration requirements of said act is then in
fact applicable to said shares"
(j) The Subscriber has been given the unrestricted opportunity to
ask questions of, and receive answers from the Company, or persons
acting on its behalf, concerning the terms and conditions of, and
all other matters relating to the offering, and has been given the
unrestricted opportunity to obtain such additional information
with respect to the offering as he has desired, including, but not
limited to, any additional information necessary to verify the
accuracy of the information set forth in the attached
documentation. The undersigned has carefully read all material
identified as being attached hereto and has no further questions
with respect thereto.
(k) The Subscriber knows that the securities subscribed for
herein are offered and sold pursuant to exemptions from
registration and the Securities Act of 1933, and state securities
law based, in part, on these warranties and representatives, which
are the very essence of this Subscription Agreement, and
constitute a material part of the bargained-for consideration
without which this Agreement would not have been executed.
(l) By reason of the Subscriber's business or financial
experience or the business or financial experience of professional
advisors who are unaffiliated with and who are not compensated by
the Company or any affiliate or selling agent of the Company,
directly or indirectly, the Subscriber has the capacity to protect
his own interest in connection with this transaction or has a pre-
existing personal or business relationship with the Company or one
or more of its officers, directors or controlling persons
consisting of personal or business contacts of a nature and
duration such as would enable a
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reasonably prudent purchaser to be aware of the
character, business acumen and general business and
financial circumstances of such person with whom such
relationship exists.
(m) This Agreement when fully executed and delivered to the
Company will constitute a valid and legally binding obligation of
the Subscriber, enforceable in accordance with its terms. The
Subscriber, if it is a partnership, joint venture, corporation,
trust or other entity, was not formed or organized for the
specific purpose of acquiring the Shares. The purchase of the
Shares by the Subscriber, if it is an entity investor, is a
permissible investment, declaration of trust or other similar
charter document, and has been duly approved by all requisite
action by the entity's owners, directors, officers or other
authorized managers. The person signing this document and all
documents necessary to consummate the purchase of the Shares has
all requisite authority to sign such document on behalf of the
Subscriber, if it is an entity investor.
(n) The Subscriber has not duplicated or distributed this
information to anyone other than his Purchaser Representative or
other personal advisors, and will not do so in the future.
(o) The Shares offered hereby were not offered to the Subscriber
by way of general solicitation or general advertising and at no
time was the Subscriber presented with or solicited by means of
any leaflet, public promotional meeting, circular, newspaper or
magazine article, radio or television advertisement.
4. Governing Law. This Subscription shall be governed by the
laws of the state of Nevada.
5. Entire Agreement. This Subscription Agreement together with
the other documents executed contemporaneously herewith,
constitute the entire agreement between the parties with respect
to the matters covered thereby, and may only be amended by a
writing executed by all parties hereto.
6. Survival of Representations. The representations,
warranties, acknowledgments and agreements made by the Subscriber
shall survive the acceptance of this Subscription and run in favor
of, and for the benefit of, the Company.
7. Power of Attorney of Spouse. If the Subscriber is a married
person, the Subscriber agrees to cause the Subscriber's spouse to
execute this Agreement at the space provided for that spouse's
signature immediately following the signature of the Subscriber,
and by such signature hereto said spouse certifies that said
spouse is the spouse of the person who signed this Agreement, that
said spouse has read and approves the provisions hereof and hereby
consents and agrees to this Agreement and agrees to be bound by
and accept such provision of this Agreement in lieu of all other
interests said spouse may have in the Company, whether such
interests be community property or otherwise. Said spouse grants
to the Subscriber irrevocable power of attorney to represent said
spouse in all matters connected with the Company to the end that,
in al cases, the Company may rely on any
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approval, direction, vote or action taken by the Subscriber, as
said spouse's attorney-in-fact. Such power of attorney is, and
shall be deemed to be, coupled with an interest so that the
authority granted hereby may be continue during the entire period
of the Company and regardless of the death or incapacity of the
spouse granting the same. Said spouse further agrees to execute,
acknowledge and deliver such other further instruments and
documents as may be required to evidence such power of attorney.
8. Waiver. No waiver or modification of any of the terms of
this Agreement shall be valid unless in writing. No waiver of a
breach of, or default under, any provision hereof shall be deemed
a waiver of such provision or of any subsequent breach or default
of the same or similar nature or of any other provision or
condition of this Agreement.
9. Counterparts. 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.
10. Notices. Except as otherwise required in this Agreement, any
notice required or permitted under this Agreement shall be given
in writing and shall be deemed effectively given upon personal
delivery or upon deposit with the United States Post Office, by
registered or certified mail, postage prepaid, addressed to the
last known address of the party.
11. Non-Assignability. The obligations of the Subscriber
hereunder shall not be delegated or assigned to any other party
without the prior written consent of the Company.
12. Expenses. Each party shall pay all of its costs and expenses
that it incurs with respect to the negotiation, execution and
delivery of this Agreement.
13. Form of Ownership. Please indicate the form of ownership
that the Subscriber desires for the Shares:
_X_ Individual
____ Joint Tenants with Right of Survivorship
____ Tenants in Common
____ Community Property
____ Trust
____ Corporation
____ Partnership
____ Other:_____________________________
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INDIVIDUAL(S) SIGN HERE:
SUBSCRIBER:
/s/ Xxxxxxxxx X. Xxxxxx 9/1/98
Signature Date
Xxxxxxxxx X. Xxxxxx
Print Name
000 Xxxxx 0xx Xxx.
Address
Pocatello ID 83201
City State Zip
###-##-#### 1,000,000
Social Security No. Number of Shares
Subscribed for Purchase
SPOUSE OF SUBSCRIBER:
_____________________________________
ORGANIZATION(S) SIGN HERE:
SUBSCRIBER:
________________________ __________
Print name of organization Date
By _____________________
Title ____________________
________________________
Address
________________________________________________
City State Zip
____________________
_____________________________
Federal ID Number (EIN) Number of Shares
Subscribed for Purchase
ACCEPTED:
Llebpmac, Inc.
By: /s/ Xxxxxxxxx X. Xxxxxx 9/1/98
Xxxxxxxxx X. Xxxxxx, President Date
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