STOCK PURCHASE AND SUBSCRIPTION AGREEMENT
Exhibit
99.1
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Name
of
Subscriber:
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Xxxx
X. Xxxxxxxxx
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Address:
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(H)
0000 Xxxxxx Xxxx Xxxxx, Xxxxxxxxxx, XX 00000
(O)
c/o Benefit Providers, LLC, 000 X. Xxxxxxx Xxxxxx, #000, Xxxxxxxxxx,
XX
00000
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Telephone:
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(C)
703/000-0000
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Facsimile:
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(H)
703/751-1621
(O)
703/370-1226
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Xxx
X.
Xxxxxx
President
Solution
Technology International, Inc.
Xxxxxxx
Information Enterprise Center
000
Xxxxxx Xxxx, Xxxxx 00
XxXxxxx,
Xxxxxxxx 00000
Dear
Xx.
Xxxxxx:
1. Access
to Information Regarding Solution Technology International, Inc.
Subscriber hereby acknowledge access to the publicly available information
with
the U.S. Securities and Exchange Commission regarding Solution Technology
International, Inc. (the “Company”) in
connection with the offer of the Company’s common stock, par value $.01 per
share (the "Common Stock").
2. Subscription
and Payment.
Upon
the terms of this Stock Purchase and Subscription Agreement (the “Subscription
Agreement”), Subscriber hereby subscribes for and agrees to purchase 2,500,000
shares of the Company's Common Stock at a per share price of $0.01. Subscriber
has enclosed with this Subscription Agreement payment in full in the amount
of
$25,000 for the Common Stock in the form of a check, or evidence of a completed
wire transfer to the Company's bank account.
3. Irrevocable:
Acceptance or Rejection of Subscription.
This
subscription is irrevocable and may not be withdrawn. The subscription may
be
accepted or rejected for any reason, in the Company's sole discretion.
Subscriber will be notified within five days whether its subscription is
accepted or rejected, or if further information is needed. If its subscription
is rejected, this Subscription Agreement and the enclosed check or wired
funds
will be returned promptly to it, without interest or deductions, and neither
Subscriber nor the Company will have any obligations under this Subscription
Agreement. If Subscriber’s subscription is accepted, this Subscription Agreement
will become a binding contract between Subscriber and the Company, and the
Company will issue to Subscriber a certificate evidencing my ownership of
the
Common Stock being purchased by Subscriber.
4. Investment
Representations.
To
induce the Company to sell its Common Stock to Subscriber, and with the
understanding that it is relying on the following representations and
warranties, Subscriber hereby makes the following representations and warranties
to the Company:
a. Resident.
Subscriber is a resident of ______Virginia_.
b. Common
Stock Not Registered Under Securities Laws.
Subscriber understands that the offer is being made pursuant to an exemption
from registration with the SEC under the Securities Act, for limited and
non-public offerings, and pursuant to similar exemptions under certain state
securities laws. Consequently, the offering materials from the Company and
terms
of the offer have not been subject to review or comment by the SEC, the
securities administrator of any state, or any other regulatory
authority.
c. Common
Stock Acquired for Own Account.
Subscriber is acquiring the Company's Common Stock for his/its own account
for
investment and not with a view to, or for sale in connection with, any
distribution thereof, nor with any present intention of distributing or selling
the same.
d. Restrictions
on Transfer of Common Stock.
Subscriber will not make any resales or other dispositions of the Common
Stock
by means of any "general solicitation" or "general advertisement." Subscriber
understands that he/it will not be able to transfer or make any other
disposition of the Common Stock unless such transfer or disposition is
registered or qualified under all applicable federal or state securities
laws,
or unless the Subscriber has first delivered to the Company written opinion
of
qualified counsel, satisfactory to the Company, that such registration or
qualification is not required. Subscriber understands that the certificate
representing the Subscriber’s Common Stock will bear a legend evidencing the
restrictions on transfer described herein.
e. Access
to Information.
Subscriber has carefully reviewed the information available to the Subscriber
about the Company. Any and all additional information requested by Subscriber
has been made available to Subscriber by the Company, and Subscriber has
had an
opportunity to question and receive satisfactory answers from the officers
of
the Company in connection with Subscriber’s proposed purchase of Common
Stock.
f. Experience:
Ability to Risk Loss.
Subscriber has such knowledge and experience in financial and business matters
that Subscriber is capable of evaluating the merits and risks of this
investment. Subscriber understands that an investment in the Common Stock
involves high risk. Subscriber is capable of bearing all of the economic
risks
and burdens of this investment, including the possible loss of all capital
contributed by Subscriber. Subscriber has no need for liquidity in this
investment. Subscriber has carefully reviewed the disclosures concerning
the
Company and has made detailed inquiries concerning the Company, its business
and
its personnel; the officers of the Company have made available to Subscriber
any
and all written information that Subscriber has requested and has answered
to
Subscriber’s satisfaction all inquiries made by Subscriber; and Subscriber has
adequate net worth and means of providing for Subscriber’s current needs and
contingencies to sustain a complete loss of Subscriber’s investment in the
Company; Subscriber’s overall commitment to investments that are not readily
marketable is not disproportionate to Subscriber’s net worth and Subscriber’s
investment in the Common Stock will not cause such overall commitment to
become
excessive.
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g. Accredited Investor.
Subscriber is an Accredited Investor within the definition set forth in Rule
501(a) of the Securities Act, substantially as follows (check any and all
that
apply as to why subscriber is an Accredited Investor):
a. Accredited
investor. "Accredited
investor" shall mean any person who comes within any of the following
categories, or who the issuer reasonably believes comes within any of the
following categories, at the time of the sale of the securities to that
person:
_______ (1)
Any
bank as defined in section 3(a)(2) of the Act, or any savings and loan
association or other institution as defined in section 3(a)(5)(A) of the
Act
whether acting in its individual or fiduciary capacity; any broker or dealer
registered pursuant to section 15 of the Securities Exchange Act of 1934;
any
insurance company as defined in section 2(13) of the Act; any investment
company
registered under the Investment Company Act of 1940 or a business development
company as defined in section 2(a)(48) of that Act; any Small Business
Investment company licensed by the U.S. Small Business Administration under
section 301(c) or (d) of the Small Business Investment Act of 1958; any plan
established and maintained by a state, its political subdivisions, or any
agency
or instrumentality of a state or its political subdivisions for the benefits
of
its employees, if such plan has total assets in excess of $5,000,000; any
employee benefit plan within the meaning of the Employee Retirement Income
Security Act of 1974 if the investment decision is made by a plan fiduciary, as
defined in section 3(21) of such Act, which is either a bank, savings and
loan
association, insurance company, or registered investment adviser, or if the
employee benefit plan has total assets in excess of $5,000,000 or, if a
self-directed plan, with investment decisions made solely by persons that
are
accredited investors;
_______ (2)
Any
private business development company as defined in section 202(a)(22) of
the
Investment Advisers Act of 1940;
_______ (3)
Any
organization described in Section 501(c)(3) of the Internal Revenue Code,
corporation, Massachusetts or similar business trust, or partnership, not
formed
for the specific purpose of acquiring the securities offered, with total
assets
in excess of $5,000,000;
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_______ (4)
Any
director, executive officer, or general partner of the issuer of the securities
being offered or sold, or any director, executive officer, or general partner
of
a general partner of that issuer;
___X___ (5)
Any
natural person whose individual net worth, or joint net worth with that person's
spouse, at the time of his purchase exceeds $1,000,000;
_______ (6)
Any
natural person who had an individual income in excess of $200,000 in each
of the
two most recent years or joint income with that person's spouse in excess
of
$300,000 in each of those years and has a reasonable expectation of reaching
the
same income level in the current year;
_______ (7)
Any
trust, with total assets in excess of $5,000,000, not formed for the specific
purpose of acquiring the securities offered, whose purchase is directed by
a
sophisticated person as described in Rule 506(b)(2)(ii) of the Securities
Act;
and
_______ (8)
Any
entity in which all of the equity investors are accredited
investors.
(Rule
501(a) of the Securities Act)
h. No
Assurances.
The
Company has not made any representation or other assurance to Subscriber
concerning the percentage of profit or the amount or type of consideration,
profit or loss (including tax deductions), if any, to be realized by Subscriber
as a result of an investment in the Common Stock.
i.
Capacity
and Authority to Contract.
The
signatory hereto has full power and authority to execute, deliver and perform
this Subscription Agreement. All corporate or other action necessary to
authorize the execution, delivery and performance of this Subscription Agreement
by the signatory hereto has been taken. This Subscription Agreement has been
duly executed on behalf of the signatory hereto. Subscriber has full power
and
authority to enter into and to perform this Subscription Agreement in accordance
with its terms. Any Subscriber that is a partnership or a corporation,
represents that it has not been organized, reorganized or recapitalized
specifically for the purpose of investing in the Company.
j.
Offshore
Sales.
If
Subscriber is purchasing the Common Stock pursuant to Regulation S of the
United
States Securities and Exchange Commission for securities that are offered
and
sold outside the United States, Subscriber acknowledges that the Common Stock
may not be sold in the United States, its territories or possessions, or
to
United States residents or to a United States person within the meaning of
Regulation S (a "U.S. Person") until the expiration of a one-year period
commencing on the date of the closing of the purchase of the Common Stock
acquired pursuant to this Subscription Agreement or such other restricted
period
as shall be required pursuant to Regulation S as it may be in effect from
time
to time and, thereafter, only if the Common Stock are registered under the
Act
or an exemption from the registration requirements under the Act is available.
Subscriber represents and warrants that it is not a resident of the United
States nor otherwise deemed to be a U.S. Person.
5. Market
Standoff.
Following the effective date of a registration statement of the Company filed
under the Securities Act, for the duration specified by and to the extent
requested by the Company and an underwriter of the Company's equity securities,
but in no event for a period to exceed 180 days, Subscriber shall not directly
or indirectly sell, offer to sell, contract to sell (including, without
limitation, any short sale), grant any option to purchase, or otherwise transfer
or dispose of (other than to a donee who agrees to be similarly bound) the
Common Stock purchased by Subscriber at any time during such period except
Common Stock (or other securities) included in such registration, provided
however, that:
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(a) such
agreement shall be applicable only to the first such registration statement
of
the Company that covers Common Stock (or other securities) to be sold on
its
behalf to the public in an underwritten offering; and
(b) all
officers and directors of the Company and all persons with registration rights
with respect to the Company's capital stock enter into similar agreements.
This
Subscription Agreement may be amended or assigned only in compliance with
applicable securities laws.
6. Registration
Rights.
Subscriber shall have unlimited piggyback rights to register his/its shares
of
Common Stock received under the terms of this Subscription Agreement when
the
Company is filing a registration statement other than on Form S-4 or Form
S-8.
The Company shall pay the expenses of such piggyback registrations other
than
underwriting discounts and commissions relating to the shares registered
under
the terms of this Section.
7.
Representations
and Warranties of the Company.
The
Company hereby acknowledges, represents, warrants, and agrees, as of the
date of
acceptance of this Subscription Agreement, as follows:
(a) Organization
and Corporate Power
The
Company is a corporation duly organized, validly existing and in corporate
good
standing under the laws of the State of Delaware. The Company is duly qualified
to conduct business and is in corporate good standing under the laws of each
jurisdiction in which the nature of its businesses or the ownership or leasing
of its properties requires such qualification, except where the failure to
be so
qualified or in good standing would not have a material adverse effect on
the
Company’s ability to perform in any material respect on a timely basis its
obligations under the this Subscription Agreement. The Company has the corporate
power and authority to carry on the businesses in which it is engaged and
to own
and use the properties owned and used by it. The Company is not in default
under
or in violation of any provision of its charter or bylaws.
(b) Capitalization.
All
issued and outstanding shares of the Company stock have been duly authorized
and
validly issued, and are fully paid and nonassessable. Except as set forth
in
current SEC filings there are no outstanding or authorized subscriptions,
options, warrants, plans or other agreements or rights of any kind to purchase
or otherwise receive or be issued, or securities or obligations of any kind
convertible into, any shares of capital stock or other securities of the
Company, and there are no dividends which have accrued or been declared but
are
unpaid on the capital stock of the Company. Except as set forth in current
SEC
filings, there are no outstanding or authorized stock appreciations, phantom
stock or similar rights with respect to the Company. After giving effect
to the
transactions contemplated hereby, other than as set forth in current SEC
filings, there are (A) no preemptive rights, rights of first refusal, put
or
call rights or obligations or anti-dilution rights with respect to the issuance,
sale or redemption of the Company’s capital stock, (B) no rights to have the
Company’s capital stock registered for sale to the public in connection with the
laws of any jurisdiction and (C) no documents, instruments or agreements
relating to the voting of the Company’s voting securities or restrictions on the
transfer of the Company’s capital stock.
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(c) Authorization.
The
Company has the corporate power and authority to execute and deliver this
and to
perform its obligations hereunder. The execution and delivery of this
Subscription Agreement, the performance by the Company of this Subscription
Agreement and the consummation by the Company of the transactions contemplated
hereby, the sale and delivery of the Common Stock under this Agreement has
been
duly and validly authorized by all necessary corporate action on the part
of the
Company. This Subscription Agreement has been duly and validly executed and
delivered by the Company and constitutes a valid and binding obligation of
the
Company, enforceable against the Company in accordance with its terms, except
as
enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws affecting the enforcement
of
creditors’ rights generally, and except that the availability of equitable
remedies, including specific performance, is subject to the discretion of
the
court before which any proceeding therefore may be brought.
8. Miscellaneous.
This
Subscription Agreement may not be amended or assigned without the written
agreement of both parties and compliance with applicable securities laws.
This
Subscription Agreement is governed by the laws of the State of
Delaware.
9. Wire
Instructions.
Any
wires of funds to the Company should be made as follows:
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Bank:
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Xxx
Xxxxxxx Xxxxx Xxxx, Xxx Xxxxxxx, Xxxxxxxx
00000
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ABA
Number:
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000000000
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Account
Name:
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NetWorth
Technologies
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Account
Number:
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2000016754
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Name
in
which the Stock Certificate is to be Issued:
_Joel
H. Bernstein_____________________________________
EXECUTED
this 13th day of July, 2007
Documents
Required to be Enclosed
With
this
Subscription Agreement:
-
Check
or evidence of wire transfer for full subscription amount
| SIGNED: | |||
| Name: | |||
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| Date: | July 13, 2007 | ||
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PLEASE
FORWARD A COPY OF THE EXECUTED SUBSCRIPTION AGREEMENT TO STI VIA
FAX
NO.
0-000-000-0000 AND 0-000-000-0000. THANK YOU.
| ACCEPTED: | |||
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Solution
Technology International, Inc.
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| By: | |||
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