SUBSCRIPTION AGREEMENT
EXHIBIT
10.1
000
Xxxxxx Xxxxxx, Xxxxx 000
Xxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Fax:
(000) 000-0000
Attn:
Xxxxxxx Xxxx,
Chief
Financial Officer
This
Subscription Agreement (this “Agreement”)
is
being delivered to the purchaser identified on the signature page to this
Agreement (the “Subscriber”)
in
connection with its investment in Handheld Entertainment, Inc., a Delaware
corporation (the “Company”).
The
Company is conducting a private placement (the “Offering”)
of
shares of its common stock, $0.0001 par value per share (the “Shares”),
at a
purchase price of $1.66 per Share (the “Purchase
Price”).
1. SUBSCRIPTION
AND PURCHASE PRICE
(a) Subscription.
The
Subscriber hereby subscribes for and agrees to purchase the number of Shares
indicated on page 7 hereof on the terms and conditions described herein.
(b) Purchase
of Shares.
The
Subscriber understands and acknowledges that the purchase price to be remitted
to the Company in exchange for the Shares shall be set at $1.66 per Share
(which
was at least 100% of the closing bid price per Share on the Nasdaq Capital
Market on the date hereof), for an aggregate purchase price as set forth
on page
7 hereof (the “Aggregate
Purchase Price”).
The
Subscriber’s delivery of this Agreement to the Company shall be accompanied by
payment for the Shares subscribed for hereunder, payable in United States
dollars, by wire transfer of immediately available funds delivered
contemporaneously with the Subscriber’s delivery of this Agreement to the
Company in accordance with the instructions provided on Exhibit
A.
The
Subscriber understands and agrees that, subject to applicable laws, by executing
this Agreement, it is entering into a binding agreement. The Shares purchased
by
the Subscriber will be delivered by the Company as soon as practicable following
the date hereof.
2. INVESTOR’S
REPRESENTATIONS, WARRANTIES AND COVENANTS
The
Subscriber hereby acknowledges, agrees with and represents and warrants to
the
Company and its affiliates, as follows:
(a) The
Subscriber has full power and authority to enter into this Agreement, the
execution and delivery of which has been duly authorized, if applicable,
and
this Agreement constitutes a valid and legally binding obligation of the
Subscriber.
(b) The
Subscriber acknowledges its understanding that the Offering and sale of the
Shares is intended to be exempt from registration under the Securities Act
of
1933, as amended (the “Securities
Act”),
by
virtue of Section 4(2) of the Securities Act and the provisions of Regulation
D
promulgated thereunder (“Regulation
D”).
In
furtherance thereof, the Subscriber represents and warrants to the Company
and
its affiliates as follows:
(i) The
Subscriber realizes that the basis for the exemption from registration may
not
be available if, notwithstanding the Subscriber’s representations contained
herein, the Subscriber is merely acquiring the Shares for a fixed or
determinable period in the future, or for a market rise, or for sale if the
market does not rise. The Subscriber does not have any such
intention.
(ii) The
Subscriber realizes that the basis for exemption would not be available if
the
Offering is part of a plan or scheme to evade registration provisions of
the
Securities Act or any applicable state or federal securities laws.
(iii) The
Subscriber is acquiring the Shares solely for the Subscriber’s own beneficial
account, for investment purposes, and not with view towards, or resale in
connection with, any distribution of the Shares.
(iv) The
Subscriber has the financial ability to bear the economic risk of the
Subscriber’s investment, has adequate means for providing for its current needs
and contingencies, and has no need for liquidity with respect to an investment
in the Company.
(v) The
Subscriber and the Subscriber’s attorney, accountant, purchaser representative
and/or tax advisor, if any (collectively, the “Advisors”)
has
such knowledge and experience in financial and business matters as to be
capable
of evaluating the merits and risks of a prospective investment in the Shares.
If
other than an individual, the Subscriber also represents it has not been
organized solely for the purpose of acquiring the Shares.
(vi) The
Subscriber (together with its Advisors, if any) has received all documents
requested by the Subscriber, if any, has carefully reviewed them and understands
the information contained therein, prior to the execution of this
Agreement.
(c) The
Subscriber is not relying on the Company or any of its employees, agents,
sub-agents or advisors with respect to economic considerations involved in
this
investment. The Subscriber has relied on the advice of, or has consulted
with,
only its Advisors. Each Advisor, if any, is capable of evaluating the merits
and
risks of an investment in the Shares, and each Advisor, if any, has disclosed
to
the Subscriber in writing (a copy of which is annexed to this Agreement)
the
specific details of any and all past, present or future relationships, actual
or
contemplated, between the Advisor and the Company or any affiliate or sub-agent
thereof.
(d) The
Subscriber has carefully considered the potential risks relating to the Company
and a purchase of the Shares, and fully understands that the Shares are a
speculative investment that involve a high degree of risk of loss of the
Subscriber’s entire investment. Among other things, the Subscriber has carefully
considered each of the risks described under the heading “Risk Factors” in the
Company’s SEC Filings (as defined in Section 4(d) below), which risk factors are
incorporated herein by reference.
(e) The
Subscriber represents, warrants and agrees that it will not sell or otherwise
transfer the Shares without registration under the Securities Act or an
exemption therefrom, and fully understands and agrees that the Subscriber
must
bear the economic risk of its purchase because, among other reasons, the
Shares
have not been registered under the Securities Act or under the securities
laws
of any state and, therefore, cannot be resold, pledged, assigned or otherwise
disposed of unless they are subsequently registered under the Securities
Act and
under the applicable securities laws of such states, or an exemption from
such
registration is available. In particular, the Subscriber is aware that the
Shares are “restricted securities,” as such term is defined in Rule 144
promulgated under the Securities Act (“Rule
144”),
and
they may not be sold pursuant to Rule 144 unless all of the conditions of
Rule
144 are met. The Subscriber also understands that the Company is under no
obligation to register the Shares on behalf of the Subscriber or to assist
the
Subscriber in complying with any exemption from registration under the
Securities Act or applicable state securities laws. The Subscriber understands
that any sales or transfers of the Shares are further restricted by state
securities laws and the provisions of this Agreement.
(f) No
oral
or written representations or warranties have been made to the Subscriber
by the
Company or any of its officers, employees, agents, sub-agents, affiliates,
advisors or subsidiaries, other than any representations of the Company
contained herein, and in subscribing for the Shares, the Subscriber is not
relying upon any representations other than those contained herein.
(g) The
Subscriber’s overall commitment to investments that are not readily marketable
is not disproportionate to the Subscriber’s net worth, and an investment in the
Shares will not cause such overall commitment to become excessive.
(h) The
Subscriber understands and agrees that the certificates for the Shares shall
bear substantially the following legend until (i) such Shares shall have
been
registered under the Securities Act and effectively disposed of in accordance
with a registration statement that has been declared effective or (ii) in
the
opinion of counsel for the Company, such Shares may be sold without registration
under the Securities Act, as well as any applicable “blue sky” or state
securities laws:
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY
STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A
REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER THE
SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT THERE
IS
AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT.
ANY SUCH TRANSFER MAY ALSO BE SUBJECT TO COMPLIANCE WITH APPLICABLE STATE
SECURITIES LAWS.
(i) Neither
the U.S. Securities and Exchange Commission (the “SEC”)
nor
any state securities commission has approved the Shares or passed upon or
endorsed the merits of the Offering. There is no government or other insurance
covering any of the Shares.
(j) The
Subscriber and its Advisors, if any, have had a reasonable opportunity to
ask
questions of and receive answers from a person or persons acting on behalf
of
the Company concerning the Offering and the business, financial condition,
results of operations and prospects of the Company, and all such questions
have
been answered to the full satisfaction of the Subscriber and its Advisors,
if
any.
(k) The
Subscriber is unaware of, is in no way relying on, and did not become aware
of
the Offering through or as a result of, any form of general solicitation
or
general advertising including, without limitation, any article, notice,
advertisement or other communication published in any newspaper, magazine
or
similar media or broadcast over television or radio, or electronic mail over
the
Internet, in connection with the Offering and is not subscribing for Shares
and
did not become aware of the Offering through or as a result of any seminar
or
meeting to which the Subscriber was invited by, or any solicitation of a
subscription by, a person not previously known to the Subscriber in connection
with investments in securities generally.
(l) The
Subscriber has taken no action that would give rise to any claim by any person
for brokerage commissions, finders’ fees or the like relating to this Agreement
or the transactions contemplated hereby.
(m) The
Subscriber is not relying on the Company or any of its employees, agents,
or
advisors with respect to the legal, tax, economic and related considerations
of
an investment in the Shares, and the Subscriber has relied on the advice
of, or
has consulted with, only its own Advisors.
(n) The
Subscriber acknowledges that any estimates or forward-looking statements
or
projections furnished by the Company to the Subscriber, were prepared by
management of the Company in good faith, but that the attainment of any such
projections, estimates or forward-looking statements cannot be guaranteed
by the
Company or its management and should not be relied upon.
(o) No
oral
or written representations have been made, or oral or written information
furnished, to the Subscriber or its Advisors, if any, in connection with
the
Offering that are in any way inconsistent with the information contained
herein.
(p) (For
ERISA plans only) The fiduciary of the ERISA plan (the “Plan”)
represents that such fiduciary has been informed of and understands the
Company’s investment objectives, policies and strategies, and that the decision
to invest “plan assets” (as such term is defined in ERISA) in the Company is
consistent with the provisions of ERISA that require diversification of plan
assets and impose other fiduciary responsibilities. The Subscriber or Plan
fiduciary (i) is responsible for the decision to invest in the Company; (ii)
is
independent of the Company and any of its affiliates; (iii) is qualified
to make
such investment decision; and (iv) in making such decision, the Subscriber
or
Plan fiduciary has not relied primarily on any advice or recommendation of
the
Company or any of its affiliates.
(q) The
Subscriber will indemnify and hold harmless the Company and its directors,
officers, employees, agents, advisors, affiliates and shareholders, and each
other person, if any, who controls any of the foregoing, from and against
any
and all loss, liability, claim, damage and expense whatsoever (including,
but
not limited to, any and all fees, costs and expenses whatsoever reasonably
incurred in investigating, preparing or defending against any claim, lawsuit,
administrative proceeding or investigation whether commenced or threatened)
(a
“Loss”)
arising out of or based upon any representation or warranty of the Subscriber
contained herein or in any document furnished by the Subscriber to the Company
in connection herewith being untrue in any material respect or any breach
or
failure by the Subscriber to comply with any covenant or agreement made by
the
Subscriber herein or therein; provided,
however,
that
the Subscriber shall not be liable for any Loss that
in
the aggregate exceeds the Aggregate Purchase Price tendered
hereunder.
(r) The
Subscriber is, and on each date on which the Subscriber continues to own
restricted securities from the Offering will be, an “Accredited Investor” as
defined in Rule 501(a) under the Securities Act. In general, an “Accredited
Investor” is deemed to be an institution with assets in excess of $5,000,000 or
individuals with net worth in excess of $1,000,000 or annual income exceeding
$200,000 or $300,000 jointly with his or her spouse.
(s) The
Subscriber, either alone or together with its representatives, has such
knowledge, sophistication and experience in business and financial matters
so as
to be capable of evaluating the merits and risks of the Offering, and has
so
evaluated the merits and risks of such investment. The Subscriber has not
authorized any person or entity to act as its Purchaser Representative (as
that
term is defined in Regulation D of the General Rules and Regulations under
the
Securities Act) in connection with the Offering. The Subscriber is able to
bear
the economic risk of an investment in the Shares and, at the present time,
is
able to afford a complete loss of such investment.
(t) The
Subscriber has reviewed, or had an opportunity to review, all of the SEC
Filings.
4. THE
COMPANY’S REPRESENTATIONS, WARRANTIES AND COVENANTS
The
Company hereby acknowledges, agrees with and represents, warrants and covenants
to the Subscriber, as follows:
(a) The
Company has the corporate power and authority to execute and deliver this
Agreement and to perform its obligations hereunder. This Agreement has been
duly
authorized, executed and delivered by the Company and is valid, binding and
enforceable against the Company in accordance with its terms.
(b) The
Shares to be issued to the Subscriber pursuant to this Agreement, when issued
and delivered in accordance with the terms of this Agreement, will be duly
and
validly issued and will be fully paid and non-assessable.
(c) Neither
the execution and delivery nor the performance of this Agreement by the Company
will conflict with the Company’s organizational materials, as amended to date,
or result in a breach of any terms or provisions of, or constitute a default
under, any material contract, agreement or instrument to which the Company
is a
party or by which the Company is bound.
(d) The
Company is subject to, and in full compliance with, the reporting requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended
(the
“Exchange
Act”).
The
Company has made available to the Subscriber through the XXXXX system a true
and
complete copy of (i) the Company’s Annual Report on Form 10-KSB for the fiscal
year ended December 31, 2006, (ii) the Company’s Quarterly Report on Form 10-QSB
for the fiscal period ended March 31, 2007 and (iii) each of the Company’s
Current Reports on Form 8-K filed since January 1, 2007 (collectively, the
“SEC
Filings”),
and
all such SEC Filings are incorporated herein by reference. The SEC Filings,
when
they were filed with the SEC (or, if any amendment with respect to any such
document was filed, when such amendment was filed), complied in all material
respects with the applicable requirements of the Exchange Act and the rules
and
regulations thereunder and did not, as of such date, contain an untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary in order to make the statements therein, in the light
of
the circumstances under which they were made, not misleading. All reports
and
statements required to be filed by the Company under the Securities Act and
the
Exchange Act have been filed, together with all exhibits required to be filed
therewith. The Company and each of its direct and indirect subsidiaries,
if any
(collectively, the “Subsidiaries”),
are
engaged in all material respects only in the business described in the SEC
Filings, and the SEC Filings contain a complete and accurate description
in all
material respects of the business of the Company and the
Subsidiaries.
(e) Any
information furnished by the Company in connection with the Offering is true
and
correct in all material respects as of its date.
(f) The
Company acknowledges and agrees that the Subscriber is acting solely in the
capacity of an arm’s length purchaser with respect to the Shares and the
transactions contemplated hereby. The Company further acknowledges that the
Subscriber is not acting as a financial advisor or fiduciary of the Company
(or
in any similar capacity) with respect to this Agreement and the transactions
contemplated hereby and any advice given by any Subscriber or any of their
respective representatives or agents in connection with this Agreement and
the
transactions contemplated hereby is merely incidental to the Subscriber’s
purchase of the Shares. The Company further represents to the Subscriber
that
the Company’s decision to enter into this Agreement has been based solely on the
independent evaluation of the transactions contemplated hereby by the Company
and its representatives.
(g) The
Company will indemnify and hold harmless the Subscriber and, where applicable,
its directors, officers, employees, agents, advisors and shareholders, from
and
against any and all loss, liability, claim, damage and expense whatsoever
(including, but not limited to, any and all fees, costs and expenses whatsoever
reasonably incurred in investigating, preparing or defending against any
claim,
lawsuit, administrative proceeding or investigation whether commenced or
threatened) arising out of or based upon any representation or warranty of
the
Company contained herein or in any document furnished by the Company to the
Subscriber in connection herewith being untrue in any material respect or
any
breach or failure by the Company to comply with any covenant or agreement
made
by the Company to the Subscriber in connection therewith.
5. USE
OF PROCEEDS
The
Company shall use the net proceeds from the Offering for general working
capital
purposes.
6. XXXXXXX
XXXXXXX PROHIBITION; INDEMNITY
(a) Until
the
date on which sales are permitted under Rule 144 of the Securities Act, the
Subscriber hereby agrees to (i) refrain from (A) engaging in any transactions
with respect to the capital stock of the Company or securities exercisable
or
convertible into or exchangeable for any shares of capital stock of the Company,
and (B) entering into any transaction that would have the same effect, or
entering into any swap, hedge or other arrangement that transfers, in whole
or
in part, any of the economic consequences of ownership of the capital stock
of
the Company and (ii) indemnify and hold harmless the Company and its respective
officers and directors, employees, agents, sub-agents, advisors and affiliates
and each other person, if any, who controls any of the foregoing, against
any
Loss arising out of or based upon any violation of this Section 6 by the
Subscriber.
(b) The
Subscriber further agrees that in the event of any dispute, action, suit
or
other proceeding arising out of or in connection with this Agreement brought
by
the Subscriber (or a transferee), the Subscriber (or transferee) shall pay
the
fees and expense of counsel to the Company. As used herein, the fees and
expenses of counsel shall be deemed to mean the full and actual costs reasonably
incurred in investigating, preparing or defending against any litigation
commenced or threatened or any claim whatsoever, calculated on the basis
of the
usual fee charged by attorneys performing such services, and the actual
out-of-pocket expenses incurred in the course of performing such investigation
and legal services.
7. NOTICES
TO SUBSCRIBERS
(a) THE
SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES
LAWS
OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM
THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THE SHARES
HAVE
NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION
OR
OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED
UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY
OF ANY
INFORMATION FURNISHED IN CONNECTION WITH THIS OFFERING. ANY REPRESENTATION
TO
THE CONTRARY IS UNLAWFUL.
(b) THE
SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY
NOT BE
TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT, AND
APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM. SUBSCRIBERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR
THE
FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF
TIME.
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8.
|
MISCELLANEOUS
PROVISIONS
|
(a) Legal
Fees.
Each of
the parties hereto shall be responsible to pay the costs and expenses of
their
own legal counsel in connection with the preparation and review of this
Agreement and related documentation.
(b) Modification.
Neither
this 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 waiver, modification, discharge or termination is sought.
(c) Survival.
The
representations, warranties and agreements of the Subscriber and the Company
made in this Agreement shall survive the execution and delivery of this
Agreement and the delivery of the Shares.
(d) Notices.
Any
party may send any notice, request, demand, claim or other communication
hereunder to the Subscriber at the address set forth on the signature page
of
this Agreement or to the Company at the address set forth above using any
means
(including personal delivery, expedited courier, messenger service, fax,
ordinary mail or electronic mail), but no such notice, request, demand, claim
or
other communication will be deemed to have been duly given unless and until
it
actually is received by the intended recipient. Any party may change the
address
to which notices, requests, demands, claims and other communications hereunder
are to be delivered by giving the other parties written notice in the manner
herein set forth.
(e) Binding
Effect.
Except
as otherwise provided herein, this Agreement shall be binding upon, and inure
to
the benefit of, the parties to this Agreement and their heirs, executors,
administrators, successors, legal representatives and assigns. If the Subscriber
is more than one person or entity, the obligation of the Subscriber shall
be
joint and several and the agreements, representations, warranties and
acknowledgments contained herein shall be deemed to be made by, and be binding
upon, each such person or entity and his or its heirs, executors,
administrators, successors, legal representatives and assigns. This 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.
(f) Assignability.
This
Agreement is not transferable or assignable by the Subscriber.
(g) Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws
of the
State of New York, without giving effect to conflicts of law
principles.
(h) Jurisdiction
and Venue.
The
Company and the Subscriber hereby agree that any dispute which may arise
between
them arising out of or in connection with this Agreement shall be adjudicated
before a court located in New York City, New York, and they hereby submit
to the
exclusive jurisdiction of the federal and state courts of the State of New
York
located in New York City 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 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, postage prepaid, in care of the address set forth
herein or such other address as either party shall furnish in writing to
the
other.
(i) 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.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
ALL
SUBSCRIBERS MUST COMPLETE THIS PAGE
IN
WITNESS WHEREOF, the Subscriber has executed this Agreement on the
25th
day of
May 2007.
|
150,602
|
x
$ 1.66 for each Share
|
=
249,999.32 .
|
||
|
Shares
subscribed for
|
Purchase Price
|
Aggregate
Purchase Price
|
Manner
in
which Title is to be held (Please Check One):
|
1.
|
X
|
Individual
|
7.
|
___
|
Trust/Estate/Pension
or Profit sharing Plan
Date
Opened:______________
|
|
2.
|
___
|
Joint
Tenants with Right of Survivorship
|
8.
|
___
|
As
a Custodian for
________________________________
Under
the Uniform Gift to Minors Act of the State of
________________________________
|
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3.
|
___
|
Community
Property
|
9.
|
___
|
Married
with Separate Property
|
|
4.
|
___
|
Tenants
in Common
|
10.
|
___
|
Xxxxx
|
|
5.
|
___
|
Corporation/Partnership/
Limited Liability Company
|
11.
|
___
|
Tenants
by the Entirety
|
|
6.
|
___
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XXX
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ALTERNATIVE
DISTRIBUTION INFORMATION
To
direct
distribution to a party other than the registered owner, complete the
information below. YOU MUST COMPLETE THIS SECTION IF THIS IS AN XXX
INVESTMENT.
Name
of
Firm (Bank, Brokerage, Custodian):
Account
Name:
Account
Number:
Representative
Name:
Representative
Phone Number:
Address:
City,
State, Zip:
IF
MORE
THAN ONE SUBSCRIBER, EACH SUBSCRIBER MUST SIGN.
INDIVIDUAL
SUBSCRIBERS MUST COMPLETE THIS PAGE 8.
SUBSCRIBERS
WHICH ARE ENTITIES MUST COMPLETE PAGE 9.
EXECUTION
BY NATURAL PERSONS
|
XXXX
XXXX
Exact
Name in Which Title is to be Held
|
||
|
XXXX
XXXX
Name
(Please Print)
|
_________________________________
Name
of Additional Purchaser
|
|
|
_________________________________
Residence:
Number and Street
|
_________________________________
Address
of Additional Purchaser
|
|
|
_________________________________
City,
State and Zip Code
|
_________________________________
City,
State and Zip Code
|
|
|
_________________________________
Social
Security Number
|
_________________________________
Social
Security Number
|
|
|
_________________________________
Telephone
Number
|
_________________________________
Telephone
Number
|
|
|
_________________________________
Fax
Number (if available)
|
________________________________
Fax
Number (if available)
|
|
|
_________________________________
E-Mail
(if available)
|
________________________________
E-Mail
(if available)
|
|
|
/s/
XXXX
XXXX
(Signature)
|
________________________________
(Signature
of Additional Purchaser)
|
|
|
ACCEPTED
this 25th day of May 2007, on behalf of the Company.
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||
|
By:
/s/
Xxxx
Oscodar
Name: Xxxx Oscodar
Title: CEO
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||
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