SUBSCRIPTION AGREEMENT AND INVESTMENT
REPRESENTATION OF INVESTORS
Accord Advanced Technologies, Inc.
0000 X. Xxx Xxxxxx
Xxxxx, XX 00000
Gentlemen:
1) Subject to the terms and conditions hereof, the undersigned, intending to
be legally bound, hereby irrevocably subscribers for and agrees to accept
and subscribe to 83,333 shares of Regulation D. Section 504 Common Stock of
Accord Advanced Technologies, Inc., a Nevada corporation (the "Company"),
for a total consideration of $250,000, the receipt and sufficiency of which
is hereby acknowledged. The 83,333 shares shall be adjusted for the 3-1
stock split announced by the Company, i.e., the adjusted number of shares
will be 250,000.
2) In order to induce the company to accept the subscription made hereby, the
undersigned hereby represents and warrants to the Company, and each other
person who acquires or has acquired the Common Stock, as follows:
a) The undersigned, if an individual (i) has reached the age of majority
in the state in which he resides, and ii) is a bona fide resident and
domiciliary (not a temporary or transient resident) of the state set
forth beneath his signature below.
b) The undersigned has the financial ability to bear the economic risk of
an investment in the Common Stock and has adequate means of providing
for his current needs and personal contingencies, has no need for
liquidity in such investment, and could afford a complete loss of such
investment. The undersigned's overall commitment to investments that
are not readily marketable is not disproportionate to his net worth,
and investment in the Company will not cause such overall commitment to
become excessive.
c) The undersigned meets at least one of the following criteria:
(i) the undersigned is a natural person whose individual net worth
or joint net worth with his spouse, at the time of the
purchase of the Common Stock, exceeds one million dollars
($1,000,000); or
(ii) the undersigned is a natural person and has an individual
income in excess of two hundred thousand ($200,000) in each of
the two most recent years, or jointly with his spouse in
excess of three hundred thousand ($300,000) in each of the two
most recent years, and who reasonably expects to achieve at
least the same level of income in the current year; or
(iii) qualifies as an "accredited investor" under Regulation D of
the Securities Act of 1933 (the "Act").
d) The investment is one in which the undersigned is purchasing for
himself and not for others.
e) The investment amount does not exceed ten percent (10%) of the net
worth of the undersigned, and the undersigned has the capability to
understand the investment and the risk of such investment.
f) The undersigned has been given full opportunity to ask questions of and
to receive answers from the Company concerning the terms and conditions
of the offering and the business of the Company, and to obtain
additional information necessary to verify the accuracy of the
information provided him or to obtain such other information as is
desired in order to the full satisfaction of the undersigned.
g) In making his decision to purchase the Common Stock herein subscribed
for, the undersigned has relied solely upon independent investigation,
and is not subscribing pursuant hereto for any Common Stock as a result
of or subsequent to: (i) any advertisement, article, notice or other
communication published in any newspaper, magazine, or similar media or
broadcast over television or radio, or (ii) any seminar or meeting
whose attendee, including the undersigned, has been invited as a result
of, subsequent to , or pursuant to any of the foregoing.
h) The undersigned understands that the Common Stock has not been
registered under the Act, in reliance upon specific exemptions from
registration thereunder, and agrees that his Common Stock may not be
sold, offered for sale, transferred, pledged, hypothecated, or
otherwise disposed of except in compliance with the Act and applicable
state securities laws. The undersigned has been advised that the
Company has no obligation to cause the Common Stock to be registered
under the Act or to comply with any exemption under the Act, which
would permit the Common Stock to be sold by the undersigned.
3) To the extent the undersigned has the right to rescind his purchase of the
Common Stock, which right of recession is hereby offered, the undersigned
waives and relinquishes such rights and agrees to accept certificate(s)
evidencing such Common Stock.
4) This Agreement and the rights and obligations of the parties hereto shall
be governed by, and construed and enforced in accordance with, the laws of
the state of Nevada.
5) All pronouns contained herein and any variations thereof shall be deemed to
refer to the masculine, feminine or neuter, singular or plural, as the
identity of the parties hereto may require.
6) The Common Stock referred to herein may be sold to the subscriber in a
transaction exempt under the New York Securities Act. The Common Stock has
not been registered under said act in the state of New York. The offering
described herein has not been reviewed by the Attorney General of the State
of New York, and the Attorney General of the State of New York has not
passed on or endorsed the merits of this offering. Any representation to
the contrary is unlawful.
IN WITNESS WHEREOF, the undersigned has executed and agrees to be bound by this
Subscription Agreement and Investment Representation on the date written below
as the Date of Subscription.
(TO BE USED FOR INDIVIDUALS)
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First Name of Individual Signature of Individual
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State of Residence Date of Subscription
(TO BE USED FOR PARTNERSHIPS, CORPORATIONS
TRUSTS OR OTHER ENTITIES)
Nismic
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Print Name of Entity Signature of Authorized Representative
President Xxxxxxx Xxxxx
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Capacity of Authorized Print Name of Authorized Representative
Representative
New York 10-6-98
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Print Jurisdiction of Date of Subscription
Incorporation or Organization
SUBSCRIPTION AGREEMENT
PRIVATE PLACEMENT OF STOCK
Gentlemen:
This Subscription Agreement has been executed by the undersigned In connection
with the private placement of shares consisting of shares of Common Stock (the
"Shares") of ACCORD ADVANCED TECHNOLOGIES, INC. (XXXX), a Nevada corporation
(the "Company"). The undersigned (sometimes herein referred to as the
"Investor") hereby represents and warrants to, and agrees with, the Company as
follows:
1. AGREEMENT TO SUBSCRIBE; PAYMENT: SUBSCRIPTION IRREVOCABLE.
The undersigned hereby subscribes for 127,272 post split Common Shares at a
price of $2.75 per Share payable to the Company.
Terms of the Subscription
a. Enclosed herewith is the undersigned's wire verifications in the amount
of $350,000 pursuant to the following terms: $100,000 to be wired by
October 2,1998. $75,000 per week commencing October 12, 1998 until the
entire $350,000 is fully paid. Furthermore, the Investor shall have the
right to match any competitive bid proffered to XXXX during the next 12
month period through a 504 D offering.
Note:
Company will issue 127,272 Common Shares on receipt of the $350,000.
The undersigned understands that, except as provided, as expressly provided
herein, this subscription may not be revoked by the undersigned for six months
from the date hereof, and that the execution and delivery of this Agreement will
not constitute an agreement between the undersigned and the Company until this
Agreement has been accepted by the Company, and then subject to the terms and
conditions of this Agreement.
THE UNDERSIGNED UNDERSTANDS THAT THIS INVESTMENT IN THE COMPANY IS ILLIQUID AND
INVOLVES A HIGH DEGREE OF SPECULATIVE RISK.
2. QUALIFICATIONS OF INVESTOR.
(a) Accredited Investor Status. The undersigned hereby represents and
warrants to the Company that the Investor is an accredited investor
inasmuch as the Investor is:
(Please check all applicable descriptions)
( ) A bank or savings and loan association, as defined in the Securities
Act, whether acting in its individual or fiduciary capacity.
( ) A broker or dealer registered pursuant to the Securities Exchange Act
Of 1934.
( ) An insurance company, as defined in the Securities Act, as amended.
( ) An investment company registered under the Investment Company Act of
1940.
( ) A business development company, as defined in the Investment Company
Act of 1940.
( ) A Small Business Investment Company licensed by the U.S. Small Business
Administration.
( ) A plan established and maintained by a state, its political
subdivisions or an agency or instrumentality of a state or its
political subdivisions for the benefit of its employees, if such plan
has total assets in excess of $5,000,000.
( ) An employee benefit plan within the meaning of Title I of the
Employment Retirement Income Security Act of 1974 (ERISA), if the
investment decision with respect to this investment is made by a plan
fiduciary, as defined in ERISA, which is either a bank, insurance
company, or registered investment advisor, if the employee benefit plan
has total assets in excess of $5,000,000.
( ) A private business development company, as defined in the Investment
Advisors Act of 1940.
( ) A tax exempt organization defined in Section 501(c)(3) of the Internal
Revenue Code, or a corporation, Massachusetts or similar business
trust, or partnership, not formed for the specific purpose of acquiring
the Shares, With total assets in excess OF $5,000,000.
( ) A director or executive officer of the Company.
( ) A natural person whose individual net worth (or joint net worth with
that person's spouse) exceeds $1,000,000.
( ) A natural person who had an individual income in excess of $200,000 or
with his spouse $300,000 in each of the two most recent years and who
reasonably expects an income of at least the same level in the current
year.
( ) A 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)
under the Securities Act.
( ) An entity all the equity owners of which may respond affirmatively to
any of the preceding paragraphs.
(x) None of the above.
(please check if applicable)
(x) Alone, or with his purchaser representative, if any, the
Investor has such knowledge and experience in financial and
business matters that he is capable if evaluating the merits
and risks of this transaction and of an investment in the
Corporation as provided for in the Memorandum.
(c) Investor Suitability; Illiquidity; Ability to Bear Loss. The Investor
has a net worth of at LEAST $650,000 (exclusive of home, furnishings
and automobiles), or during the past taxable year, the Investor had,
and during the present taxable year, the Investor will have, an annual
gross income of at least $200,000 and a net worth of at least $650,000
(exclusive of home, furnishings and automobiles).
(x) The overall commitment of the undersigned to securities which
are not readily marketable is not disproportionate to the
Investor's net worth, and his investment in the Shares will
not cause his overall commitment to become excessive.
(x) The undersigned has adequate means of providing for his
current needs and personal contingencies, has no need for
liquidity in his investment in the Shares, and can sustain a
complete loss of his investment in the Shares.
(d) Entity Investors. If the undersigned is other than a natural person,
the undersigned represents and warrants that:
(i) The undersigned has not been formed, reformed or recapitalized
for the specific purpose of purchasing the Shares;
(ii) The undersigned has been duly formed and is validly existing-
in good standing under the laws of the jurisdiction of its
formation, WITH FILL power and authority to enter into the
transactions contemplated by this Agreement; and
(iii) This Agreement has been duly and validly authorized, executed
and delivered by the undersigned and when executed and
delivered by the Company, will constitute the valid, binding
and enforceable agreement of the undersigned.
3. ACCESS TO INFORMATION-, INDEPENDENT INVESTIGATION.
(a) Private Placement Memorandum. The undersigned has not received Private
Placement Memorandum dated _______________ but has instead made an
independent investigation of the company, its management, its business
plan and other related investment information it deems appropriate.
(b) Independent Investigation; Access. The undersigned, in making the
decision to purchase the Shares subscribed for, has relied upon
independent investigations made by him and his purchaser
representatives (if any), and the undersigned and such representatives
(if any) have, prior to any sale to him, been given access and the
opportunity to examine all material' books and records of the
Corporation, all material contracts and document; relating to this
offering and an opportunity to ask questions of, and to receive answers
from, the Corporation or any person acting on its behalf CONCERNING the
terms and conditions of this offering and to obtain any additional
information to the extent the Corporation possesses such information or
can acquire it without unreasonable effort or expense, necessary to
verify the accuracy of the information set forth in the Memorandum.
The undersigned and the undersigned's advisors, if any, have been
furnished with all materials relating to (i) the business, finances and
operation of the Company and materials relating to the offer and sale
of the Shares. The undersigned and the undersigned's advisors, if any,
have received complete and satisfactory answers to any such inquiries.
(c) No Other Representations. No representations have been made to
undersigned or such purchaser representative, if any, concerning the
Shares, the Corporation, its business or prospects, or other matters.
(d) Adequacy of Investigation. The undersigned acknowledges that the
undersigned is subscribing for the Shares after what the undersigned
deems to be adequate investigation of the business, finances and
prospects of the Company by the undersigned and the undersigned's
advisors, if any.
(e) No Governmental Recommendation or Approval. The undersigned understands
that no federal, state or other United States agency has passed on or
made any recommendation or endorsement of the Shares.
4. INVESTMENT REPRESENTATIONS.
(a) Shares Not Registered; Indefinite Holding. The undersigned has been
advised by the Company, and understands, that the undersigned must bear
the economic risk of an investment in the Shares for an indefinite
period of time because the Shares have not been registered under the
Securities Act of 1933, as amended (the "Securities Act") and the
Company is under no obligation to register the Shares. Therefore, the
Shares must be held by the undersigned unless they are subsequently
registered under the Securities Act or an exemption from such
registration is available for the transfer of the Shares.
(b) Purchase for own Account. The ;undersigned represents that the Shares
are being acquired solely for the undersigned's own account for
investment and not with a view toward, or for resale in connection
with, any "distribution" (as that term is used in the Securities Act
and the Rules and Regulations thereunder) of all or any portion
thereof.
(c) No Disposition of Shares Without Securities Law Compliance. The
undersigned agrees not to subdivide the Shares or to offer, sell,
pledge, hypothecate or otherwise transfer or dispose of any of the
Shares in the absence of an effective registration statement under the
Securities Act covering such disposition, or an opinion of counsel,
satisfactory to the Company and its counsel, to the effect that
registration under the Securities Act is not required in respect to
such transfer or disposition.
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR TRANSFERRED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT, OR AN AVAILABLE
EXEMPTION UNDER FEDERAL AND, OR STATE SECURITIES LAWS.
5. INDEMNIFICATION.
The undersigned agrees to indemnify and hold the Company, its officers,
directors and stockholders or any other person who may be deemed to control the
Company harmless from any loss, liability, claim, damage or expense, arising out
of the inaccuracy of any of the above representations, warranties or statements
or the breach of any of the agreements contained herein, and this
indemnification shall survive the purchase and sale of the Shares subscribed for
herein.
6. BLUE SKY NOTICES.
Exempt in the State of Nevada
US Company incorporated in Nevada
7. CLOSING DATE.
The date of the dosing of the sale of the Shares (the "Closing") shall
be the date specified in written notice from the Company to the
undersigned, which date shall be no later than 5 days after the date of
such notice. The Closing shall take place at the offices of the Company
located at 0000 Xxxxx Xxx Xxxxxx, Xxxxx, Xxxxxxx 00000, or at such
other place as may be designated by the Company in the above notice and
shall be at such time specified in such notice.
8. CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL.
Investor understands that the Company's obligation to sell the Stock is
conditioned upon:
(a) the receipt and acceptance by the Company of satisfactory Subscription
Agreements for all of the Shares to be offered;
(b) the simultaneous or substantially simultaneous sale of at least 60% of
the Shares;
(c) an Opinion of Counsel that the collective subscribers are unaffiliated
and not control by one or more affiliated or related persons;
(d) the offering not being sooner terminated by the Company pursuant to
Section 10 hereof.
9. CONDITIONS TO INVESTOR'S OBLIGATION TO PURCHASE.
Investor's obligation to purchase the Stock in accordance with the terms of this
Subscription Agreement is conditioned upon:
(i) the simultaneous or substantially simultaneous sale of all the Shares
offered.
10. TERMINATION OF THE OFFERING
Investor and company acknowledge that the offering of the Stock can not be
terminated after money has changed hands. Prior to this, Investor acknowledges
that the offering of the stock can be terminated at any time by the company
prior to the closing regardless of whether this Subscription Agreement had
theretofore been accepted by the company. In the event of such termination this
Subscription Agreement, and the parties' obligations hereunder, shall terminate.
11. GOVERNING LAW.
This Agreement shall be governed by and interpreted in accordance with the laws
of the State of Nevada.
IN WITNESS WHEREOF, this Subscription Agreement was duly executed on the 1st
day of October, 1998.
INVESTOR ACCORD ADVANCED TECHNOLOGIES, INC.
By: /s/ /s/ Xxxxxx Xxxxxx
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Title: Xxxxxx Xxxxxx
For ECB International .... Title: President/CEO
ESCROW AGREEMENT
This agreement entered into this 1st day of October, 1998 by and between Accord
Advanced Technologies, Inc. (XXXX) Xxxxx, XxXxx & Xxxxxxx P.C. Attorneys At Law
(Escrow Agent) and Tantay/Investor. The Investor has purchased common shares of
XXXX pursuant to Regulation D Section 504 under terms and conditions set forth
in a certain Subscription Agreement dated October 1, 1998. The Escrow Agent has
agreed to hold said certificates evidencing the above mentioned sale in
safekeeping at its office located at 0000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx X000,
Xxxxxxx, XX 00000 for a period of one year or until further written instructions
mutually agreed upon from both the Investor and XXXX. The Investor hereby agrees
to place said certificates in the custody of the Escrow Agent and agrees not to
attempt to sell or make any representations that said shares can be sold during
this lock-up period of time.
This Agreement shall be governed by and interpreted in accordance with the laws
of the State of Arizona.
IN WITNESS WHEREOF, this Escrow Agreement was duly executed on the 1st day of
October, 1998.
INVESTOR ACCORD ADVANCED TECHNOLOGIES, INC.
By: /s/ /s/ Xxxxxx Xxxxxx
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Title: Xxxxxx Xxxxxx
For ECB International .... Title: President/CEO
ESCROW AGENT
XXXXX, XXXXX & XXXXXXX
By: /s/
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