COMMON STOCK PURCHASE AGREEMENT
AGREEMENT entered into as of
the 5th day of
September, 2008, by and between
Pier Acquisition I, Inc., a Delaware corporation with an address at 0000
Xxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000 (the “Company”) and [Purchaser Name and
Address] (the “Purchaser”).
WHEREAS,
the Purchaser desires to purchase, and the Company desires to sell, an aggregate
of [Number of Shares] shares (the “Shares”) of the Company’s common stock, par
value $0.0001 per share (the “Common Stock”) upon the terms and conditions
hereof.
NOW,
THEREFORE, in consideration of the premises and the mutual agreements herein
contained, the Purchaser and the Company hereby agree as follows:
SECTION
1: SALE OF THE SHARES
1.1 Sale of the
Shares. Subject to the terms and conditions hereof, the
Company will sell and deliver to the Purchaser and the Purchaser will purchase
from the Company, upon the execution and delivery hereof, the Shares for a
purchase price equal to [Purchase Price].
SECTION
2: CLOSING DATE; DELIVERY
2.1 Closing
Date. The closing of the purchase and sale of the Shares
hereunder (the “Closing”) shall be held immediately following the execution and
delivery of this Agreement.
2.2 Delivery at Closing.
At the Closing, the Company will deliver to the Purchaser a stock certificate
registered in the Purchaser’s name, representing the number of Shares to be
purchased by Purchaser hereunder, against payment of the purchase price
therefore as indicated above.
SECTION
3: REPRESENTATIONS AND WARRANTIES OF PURCHASER
The
undersigned Purchaser hereby represents and warrants to the Company as
follows:
3.1 Transfer of
Shares. The Shares have not been registered under the
Securities Act of 1933, as amended (the “Securities Act”) and cannot be sold or
otherwise transferred without an effective registration or an exemption
therefrom, but may not be sold pursuant to the exemptions provided by Section
4(1) of the Securities Act or, until February 15, 2008, Rule 144 under the
Securities Act, in accordance with the letter from Xxxxxxx X. Xxxxx, Chief of
the Office of Small Business Policy of the Securities and Exchange Commission’s
Division of Corporation Finance, to Xxx Worm of NASD Regulation, Inc., dated
January 21, 2000.
3.2 Experience. The
undersigned has such knowledge and experience in financial and business matters
that the undersigned is capable of evaluating the merits and risks of investment
in the Company and of making an informed investment decision. The
undersigned has adequate means of providing for the undersigned's current needs
and possible future contingencies and the undersigned has no need, and
anticipates no need in the foreseeable future, to sell the Shares for which the
undersigned subscribes. The undersigned is able to bear the economic
risks of this investment and, consequently, without limiting the generality of
the foregoing, the undersigned is able to hold the Shares for an indefinite
period of time and has sufficient net worth to sustain a loss of the
undersigned's entire investment in the Company in the event such loss should
occur. Except as otherwise indicated herein, the undersigned is the sole party
in interest as to its investment in the Company, and it is acquiring the Shares
solely for investment for the undersigned's own account and has no present
agreement, understanding or arrangement to subdivide, sell, assign, transfer or
otherwise dispose of all or any part of the Shares subscribed for to any other
person.
3.3 Investment; Access to
Data. The undersigned has carefully reviewed and understands
the risks of, and other considerations relating to, a purchase of the Common
Stock and an investment in the Company. The undersigned has been furnished
materials relating to the Company, the private placement of the Common Stock or
anything else that it has requested and has been afforded the opportunity to ask
questions and receive answers concerning the terms and conditions of the
offering and obtain any additional information which the Company possesses or
can acquire without unreasonable effort or expense. Representatives
of the Company have answered all inquiries that the undersigned has made of them
concerning the Company, or any other matters relating to the formation and
operation of the Company and the offering and sale of the Common Stock.The
undersigned has not been furnished any offering literature other than the
materials that the Company may have provided at the request of the undersigned;
and the undersigned has relied only on such information furnished or made
available to the undersigned by the Company as described in this Section. The
undersigned is acquiring the Shares for investment for the undersigned's own
account, not as a nominee or agent and not with the view to, or for resale in
connection with, any distribution thereof. The undersigned
acknowledges that the Company is a start-up company with no current operations,
assets or operating history, which may possibly cause a loss of Purchaser’s
entire investment in the Company.
3.4 Authorization. (a)
This Agreement, upon execution and delivery thereof, will be a valid and binding
obligation of Purchaser, enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization and moratorium laws and other
laws of general application affecting enforcement of creditors' rights
generally.
(b) The
execution, delivery and performance by Purchaser of this Agreement and
compliance therewith and the purchase and sale of the Shares will not result in
a violation of and will not conflict with, or result in a breach of, any of the
terms of, or constitute a default under, any provision of state or Federal law
to which Purchaser is subject, or any mortgage, indenture, agreement,
instrument, judgment, decree, order, rule or regulation or other restriction to
which the Purchaser is a party or by which the undersigned Purchaser is bound,
or result in the creation of any mortgage, pledge, lien, encumbrance or charge
upon any of the properties or assets of Purchaser pursuant to any such
term.
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3.5 Accredited
Investor. Purchaser is an accredited investor as defined in
Rule 501(a) of Regulation D under the Securities Act.
SECTION
4: MISCELLANEOUS
4.1 Governing
Law. This Agreement shall be governed in all respects by the
laws of the State of Delaware, without regard to conflicts of laws principles
thereof.
4.2 Survival. The
terms, conditions and agreements made herein shall survive the
Closing.
4.3 Successors and
Assigns. Except as otherwise expressly provided herein, the
provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors and administrators of the parties
hereto.
4.4 Entire Agreement; Amendment;
Waiver. This Agreement constitutes the entire and full
understanding and agreement between the parties with regard to the subject
matter hereof. Neither this Agreement nor any term hereof may be
amended, waived, discharged or terminated, except by a written instrument signed
by all the parties hereto.
4.5 Counterparts. This
Agreement may be executed in any number of counterparts, each of which shall be
an original, but all of which together, shall constitute one
instrument.
IN WITNESS WHEREOF, the
undersigned have hereunto set their hands as of the day and year first above
written.
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By:
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Xxxxxx
X. Xxxx
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President
and Director
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PURCHASER
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By:
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Name:
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