EXHIBIT 10.15
CONCENTRAX, INC.
SUBSCRIPTION AGREEMENT
1. Subscription. Subject to the terms and conditions hereof,
___________________, the undersigned Investor ("Investor") hereby subscribes to
purchase ____________ ( ) Units of Concentrax, Inc, a Nevada corporation (the
"Company"), with each Unit consisting of 10 shares of the Company's Common Stock
and 10 Common Stock Purchase Warrants at a purchase price of Two Dollars and
Seventy Cents ($2.70) per Unit for a total consideration of ________Dollars ($
). The Common Stock Purchase Warrants are exercisable into shares of our Common
Stock on a one for one basis at an exercise price of the higher of $0.35 per
share or 55% of the 20 day average bid and ask price on the Over the Counter
Bulletin Board for an exercise beginning the date of issuance, and extending two
years from the effective date of the Company's next Registration Statement.
2. Private Placement. The parties acknowledge that this offering has been made
and this Subscription Agreement has been entered into as a private placement
negotiated between the parties.
3. Knowledge of Financial and Business Status of Company. Investor acknowledges
that he has investigated the Company immediately prior to this investment and
has reviewed the current financial condition of the Company and its revised
business plan. Investor is aware that the Company needs operating capital.
4. Piggyback Registration Rights. The Company intends to file a registration
statement with the Securities and Exchange Commission under the Securities Act
of 1933 for the registration of these securities, which it plans to do
immediately upon the full subscription of this offering. At the time of full
subscription, the Company will: (i) file the registration statement; and (ii)
automatically include all Units (shares of Common Stock and shares to cover the
exercise of all Common Stock Purchase Units into shares of Common Stock)
purchased in this offering. The registration will be made on Form SB-2.
5. Representations and Warranties. In consideration of the sale of the Units,
intending to be legally bound and intending the Company to rely thereupon,
Investor hereby represents, warrants, and covenants, to the Company as follows:
(a) Neither the Company nor any person acting on behalf of the Company has
offered to sell, offered for sale or sold the Units by means of general
solicitation or general advertising. Investor has not received, paid or given,
directly or indirectly, any commission or remuneration for or on account of any
sale or the solicitation of any sale of the Units.
(b) Company represents and warrants that the Units being issued herein, and the
constituent securities making up the Units, are restricted under Rule 144,
unless Subscriber has an opportunity to and exercises his piggyback registration
rights, which shall be automatic in the event of full subscription of this
offering.
(c) Investor has been offered full access to all underlying documents in
connection with this transaction as well as such other information as Investor
has deemed necessary or appropriate for a prudent and knowledgeable investor to
evaluate the purchase of the Investor acknowledges that the Company has made
available. to Investor the opportunity to obtain additional information from, to
ask questions of, and receive satisfactory answers from the
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officers of the Company concerning the terms and conditions of the private
placement and to verify the information given. Investor is satisfied that there
is no material information concerning the condition, properties, operations and
prospects of the Company of which Investor is unaware. In making his or her
investment decision, Investor has relied solely upon his or her independent
investigation of the investment.
(d) Investor is aware that an investment in the Units is a highly speculative
investment which involves a substantial degree of risk. Investor warrants that
he/she has such sufficient requisite knowledge and experience in business and
financial matters that Investor is capable of evaluating the merits and risks of
an investment in the Company, which is a start-up business. Investor understands
that the Company is relying on Investor's representations for the purposes of
confirming Investor's suitability as an investor in the Company.
(e) Investor is aware that neither the Units nor their constituent securities
have been registered under the Securities Act of 1933 (the "Act"), and that
Investor must therefore bear the economic risk of the investment indefinitely
because neither the Units nor the constituent securities thereof can be sold
unless subsequently registered under the Act or under an available exemption
from registration. Investor agrees not to sell his Units or the constituent
securities thereof without registration under the Act and applicable state
securities laws unless in a transaction exempt therefrom.
(f) The Units and the constituent securities thereof for which Investor hereby
subscribes are being acquired for investment purposes, solely for Investor's own
account and not on behalf of other persons, and not with a view to or for the
resale, distribution, subdivision, or fractionalization thereof; Investor has no
present plans to enter into any contract, undertaking, agreement, or arrangement
for any such resale, distribution, subdivision, or fractionalization thereof.
Investor agrees that he or she will not sell, assign, pledge, give, transfer or
otherwise dispose of any or all of the Units or the constituent securities
thereof or any interest therein unless and until Investor has complied with all
applicable provisions of federal and state securities laws.
(g) Investor has reviewed his or her financial condition and commitments. Based
upon such review, Investor is satisfied that he or she has adequate means of
providing for his or her financial needs and possible contingencies as well as
those of any dependents, and that he or she does not have any current or
foreseeable future need for liquidity of the funds being utilized in the
purchase of the Units. Investor is capable of bearing the economic risk of the
investment in the Units and the constituent securities thereof for the
indefinite future. At this time, Investor has assets or sources of income which,
if taken together, are more than sufficient so that Investor could bear the risk
of loss of its, his or her entire investment in the Units and their constituent
securities.
(h) Investor is aware that this transaction is a "private placement" and has not
been reviewed by the United States Securities and Exchange Commission or by any
state securities authorities. No agency, federal or state, has passed upon the
fairness or merits of this investment.
(i) Neither this Subscription Agreement nor Investor's rights hereunder, may be
assigned, sold or transferred in any manner and this Subscription Agreement may
not be altered, amended or revoked without the prior written consent of the
President of the Company.
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(j) Investor is a bona fide resident of the state set forth next to Investor's
signature, such state is Investor's principal residence, and Investor is at
least 18 years of age.
(k) Investor understands and agrees that if Investor's subscription is accepted,
Investor will be required to execute such additional documents as may be
necessary to effect the issuance of the Company's Units which Investor has
purchased.
The foregoing representations, warranties and covenants are true and accurate as
of the date hereof and shall be true and accurate as of the date of completion
of the Private Placement. If such representations and warranties shall not be
true and accurate in any respect prior to completion of the Private Placement,
Investor shall give written notice of such fact to the Company, specifying which
representations and warranties are not true and accurate and the reasons
therefor.
6. Indemnification. Investor acknowledges that he understands the meaning and
legal consequences of the representations and warranties contained herein, and
Investor hereby agrees to indemnify and hold harmless the Company, its
directors, officers and representatives, and any person controlling the Company
within the meaning of Section 15 of the Act, from and against any and all claim,
loss, damage, expense and liability whatsoever (including, but not limited to,
any and all expenses whatsoever reasonably incurred in investigating, preparing
or defending any litigation commenced or threatened or any claim whatsoever)
based upon, due to or arising out of a breach of any representation or warranty
or covenant of the undersigned contained in this Subscription Agreement or in
the Financial Questionnaire or of any false representation by Investor.
7. Miscellaneous.
(a) This Subscription Agreement constitutes the entire agreement between the
parties with respect to the subject matter hereof and supersedes all prior
negotiations and understandings which are deemed to have been merged herein. No
representations were made or relied upon by either party, other than those
expressly set forth herein.
(b) This writing shall be amended only by a further writing. No agent, employee,
or other representative of any party is empowered to alter any of the terms
hereof, including specifically this Paragraph, unless done in writing and signed
by both parties.
(c) Whenever required by the context hereof: the masculine gender shall be
deemed to include the feminine and neuter; and the singular member shall be
deemed to include the plural. Time is expressly declared to be of the essence of
this Agreement. This Agreement shall be deemed to have been mutually prepared by
all parties and shall not be construed against any particular party as the
draftsman. The invalidity of any one or more of the words, phrases, sentences,
clauses, sections or subsections contained in this Agreement shall not affect
the enforceability of the remaining portions of this Agreement or any part
hereof, all of which are inserted conditionally on their being valid in law,
and, in the event that any one or more of the words, phrases, sentences,
clauses, sections or subsections contained in this Agreement shall be declared
invalid by a court of competent jurisdiction, this Agreement shall be construed
as if such invalid word or words, phrase or phrases, sentence or sentences,
clause or clauses, section or sections, or subsection or subsections had not
been inserted.
(d) The validity, interpretation, and performance of this Agreement shall be
controlled by and construed under the laws of the State of Texas. Venue and
jurisdiction of any controversy or claim arising out of, or relating to this
Subscription Agreement, or the breach thereof, that cannot
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be resolved by negotiation, shall be in the County of Xxxxxx, State of Texas. In
any legal action or other proceeding involving, arising out of or in any way
relating to this Agreement, the prevailing party shall be entitled to recover
reasonable attorneys' fees, costs, and expenses of litigation.
(e) The failure of any party to object to, or to take affirmative action with
respect to, any conduct of any other party which is in violation of the terms of
this Agreement shall not be construed as a waiver of such violation or breach,
or of any future breach, violation, or wrongful conduct. No delay or failure by
any party to exercise any right under this Agreement, and no partial or single
exercise of that right, shall constitute a waiver or exhaustion of that or any
other right, unless otherwise expressly provided herein.
(f) Headings in this Subscription Agreement are for convenience only and shall
not be used to interpret or construe its provisions.
(g) This Subscription 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.
(h) The provisions of this Subscription Agreement shall be binding upon and
inure to the benefit of each of the parties and their respective successors and
assigns.
IN WITNESS WHEREOF, the undersigned has executed and delivered this Subscription
Agreement this ___ day of _______ 2002:
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ (Print Name)
INVESTOR
ACCEPTED: CONCENTRAX, INC.
By: President
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Xxxx Xxxxxxx
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