SUBSCRIPTION AGREEMENT (Accredited Investor)
Exhibit
10.20
(Accredited
Investor)
This
Subscription Agreement (“Agreement”)
is
entered into between SiteWorks Inc US company (the “Company”),
and
the undersigned investor, ZONO PLC (Investor”),
as of
the date on the Acceptance of Subscription signed by the Company. If more that
one person signs this Agreement as an investor, then all references to the
Investor in this Agreement include the co-investor(s).
1. Subscription
.
The
Investor hereby irrevocably agrees to invest, via the purchase of stock at
30 %
discount to the average bid price 7 days before and after the sale date of
shares, over not more than a sis month (6) month period, the guaranteed sum
of
$850,000.00 United States Dollars into the Company on accordance with the Terms
and Conditions of a Convertible Promissory Note, of even date herewith, between
the Company and the Investor.
2. Approval;
Acceptance
This
Agreement will become effective only upon acceptance of the Agreement by the
Company evidenced by the Company’s signature below. If this Agreement is not
approved and accepted, then the Company will notify the Investor and return
any
funds the Investor may have delivered to the Company promptly after
non-acceptance.
3. Disclosure
The
Investor acknowledges that the Investor received and carefully read the
following documents (the “Disclosure
Documents”):
| · |
The
Company’s financial reports for the period ending December 31,
2003.
|
| · |
The
Offering Package of which this Agreement is a part, including the
Memorandum summarizing the offering of Debentures and Shares, in
the
anticipated parent of the Company and the Risk Factors describing
some of
the risks of investing in the Company or such
parent.
|
| · |
The
business plan and financial
projections.
|
The
Investor also acknowledges and agrees that:
| · |
The
Company has made available to the Investor, or to the Investor's
attorney,
accountant or representative, all other documents that the Investor
has
requested;
|
| · |
The
Investor has requested all documents and other information that the
Investor has deemed necessary for making an investment in the
Company;
|
| · |
The
Company has provided answers to all questions concerning the investment
in
the Company; and
|
| · |
The
Investor has carefully considered and has, to the extent the Investor
believes such discussion necessary, discussed with the Investor's
professional legal, tax and financial advisers the suitability of
an
investment in the Company for the Investor's particular tax and financial
situation.
|
4. Investor
Status
.
The
Investor certifies that the Investor qualifies as an “Accredited
Investor”
as
defined in Regulation D of the Securities Act of 1933 because the Investor
is:
| ___ |
A
director or executive officer of the Company;
|
|
___
|
A
natural person whose individual net worth, or joint net worth with
the
Investor’s spouse, at the time of the purchase exceeds $1,000,000;
|
|
___
|
A
natural person who had an individual income in excess of $200,000
in each
of the two most recent years, or joint income with the Investor’s spouse
in excess of $300,000 in each of those years, and who has a reasonable
expectation of reaching the same income level in the current year;
|
|
___
|
An
entity that has assets of at least
$5,000,000.
|
| ___ |
An
entity in which all of the equity owners are accredited
investors.
|
|
___
|
A
trust, with total assets in excess of $5,000,000 not formed for the
specific purpose of acquiring the Shares, whose purchase is directed
by a
sophisticated person as described in Rule 506(b)(2)(ii) of Reg. D;
or
|
5. Other
Securities Issues
The
Investor represents and warrants to the Company that:
5.1 Risk
of Loss.
The
Investor recognizes that the Company has a limited operating history, as
described in the Disclosure Documents, and that an investment in the Company
involves substantial risks that could result in the loss of the Investor's
entire investment. The Investor is able, without impairing the Investor’s
financial condition, to hold the equity interest of the Company for an
indefinite period and to suffer a complete loss of the Investor’s investment in
the Company.
5.2 Investment
Intent.
The
Investor certifies that it is making the investment for Investor’s own account
and not on behalf of any other person, nor with a view to, or for resale or
other distribution of the equity interest of the Company which has been pledged
as collateral. The Investor is not acting as a “broker” or “dealer” as those
terms are defined in Section 3 of the Securities Exchange Act of 1934, to the
Securities.
6. Independent
Advice
.
The
Investor understands that this Agreement contains provisions that may have
significant legal, financial and tax consequences for the Investor. The Investor
acknowledges that the Company has recommended that the Investor seek independent
legal, tax and financial advice before entering into this
Agreement.
7. Confidentiality
.
The
Investor acknowledges that the information provided to the Investor regarding
the Company is confidential and non-public and agrees that all of the
information will be kept in confidence by the Investor and neither used to
the
Investor's personal benefit (other than in connection with the Investor's
investment decision) nor disclosed to any third party. However, the Investor’s
obligation of nondisclosure does not apply to any such information that: (a)
is
part of the public knowledge or literature and is readily accessible as of
the
date of this Agreement, (b) becomes public knowledge or literature and, hence,
readily accessible through publication not directly or indirectly attributable
to the Investor, or (c) is received from third parties, except third parties
who
disclose it in violation of confidentiality agreements they may have with the
Company.
8. General
Provisions
.
This
Agreement will be enforced, governed and construed exclusively under the laws
of
Germany. The parties consent to the jurisdiction of and venue in any appropriate
court in Germany. This Agreement is binding upon the Investor, the Investor's
heirs, estate, legal representatives, successors and assigns, and is for the
benefit of the Company, its successors and assigns. If any portion of this
Agreement is held to be invalid by a court having jurisdiction, the remaining
terms of this Agreement shall remain in full force and effect to the extent
possible. This Agreement constitutes the entire agreement of the parties, and
supercedes all previous agreements, written or oral, with regard to the
Investor’s investment in the Company. Any agreement to waive or modify any term
of this Agreement must be in writing signed by both parties. This Agreement
may
be executed in two or more counterparts, all of which shall constitute but
one
and the same instrument.
9. Investor
Information
.
The
Investor certifies under penalty of perjury that the information following
the
Investor’s signature is correct as of the date of the signature.
Executed
as of the date first written above.
INVESTOR:
ZONO
PLC
a UK company
Signature:
Name:
Xxxxxx
Xxxxxxxxxx
Title:
Residence
Address:
Daytime
Telephone
E-Mail
Address:
Social
Security or Tax Identification Number: 000000000
Date
signed:
CO-INVESTOR
(if
applicable):
Signature:
Name:
Title:
Residence
Address:
Daytime
Telephone
E-Mail
Address:
Social
Security or Tax Identification Number:
Date
signed:
If
Joint Ownership, check one (all parties must sign above):
[
] Joint
Tenants with Right of Survivorship [ ] Tenants in Common [ ] Community
Property
If
Investor is a fiduciary or business organization, check
one:
[
]
Trust [
]
Estate [
] Power
of Attorney
[
]
Name and Type of Business Organization:
a. ACCEPTANCE
OF SUBSCRIPTION
This
Subscription has been approved by the Company and is accepted for and on behalf
of the Company as of __Dec _, 2004.
SITEWORKS
By:
Name:
C
M
Nurse
Title:
CEO
