SUBSCRIPTION AGREEMENT
EXHIBIT
10.2
THIS
SUBSCRIPTION AGREEMENT (“Agreement”) made as of this __ day of ___________,
2008, by and among Title Starts Online, Inc., a Nevada corporation (the
“Company”), and the undersigned subscriber of securities of the Company (the
“Subscriber”).
WHEREAS,
the Company intends to obtain subscriptions for the purchase and sale, in an
offering registered under the Securities Act of 1933, as amended (the “Act”), on
Amendment No. 2 to Registration Statement on Form S-1/A (the “Registration
Statement”) filed with the Securities and Exchange Commission (the “Offering”),
consisting of a minimum of 200,000 and a maximum of 900,000 shares of the
Company’s common stock, par value .001 (the “Shares”), on the terms and
conditions as set forth in the prospectus (the “Prospectus”) which is a part of
the Company’s Registration Statement, and the Subscriber desires to acquire that
number of Shares set forth on the signature page hereof. This Agreement
incorporates terms as defined by Title Starts Online, Inc.'s Registration
Statement.
NOW,
THEREFORE, for and in consideration of the promises and the mutual covenants
hereinafter set forth, the parties hereto do hereby agree as
follows:
1. Subscription
Procedure
1.1 Subject
to the terms and conditions set forth herein and in the Registration Statement,
the Subscriber hereby subscribes for and agrees to purchase from the Company
such number of Shares as is set forth upon the signature page hereof at a price
of $0.25 per Share (the “Purchase Price”). The Company agrees to sell such
Shares to the Subscriber for the Purchase Price.
1.2 The
subscription period will begin as of the date the Registration Statement is
declared effective by the Securities and Exchange Commission (“SEC”) and will
terminate on September 30, 2008, unless terminated earlier by the Company in
its
sole and absolute discretion (the “Offering Period”). The Shares will be offered
on a minimum/maximum basis as more particularly set forth in the Registration
Statement. The minimum dollar amount of Shares that may be purchased by the
Subscriber is $1,250 unless the Company elects to waive the requirement. The
consummation of the Offering is subject to the satisfaction of the closing
conditions set forth in Section 5 of this Agreement.
1.3 The
Purchase Price will be placed in escrow at Charter One Bank pursuant to an
escrow agreement by and between the Company and its escrow agent, Synergy Law
Group, LLC (the “Escrow Agreement”), and shall be paid over to the Company at
the closing of the purchase of the Shares in the Offering pursuant to this
Agreement (the “Closing”).
1.4 The
certificates for the Common Stock bearing the name of the Subscriber will be
delivered by the Company no later than twenty (20) days following the Closing
of
the Offering. The Subscriber hereby authorizes and directs the Company to
deliver the Shares to be issued to the Subscriber pursuant to this Agreement
and
delivered to the residential or business address indicated on the signature
page
hereof.
1.5 This
executed Subscription Agreement shall be forwarded to:
Xxxxx
XxXxxxx
Synergy
Law Group, LLC
000
Xxxx
Xxxxxxxx Xxxxxx
Xxxxx
000
Xxxxxxx,
XX 00000
1.6 The
Purchase Price for the Shares purchased hereunder shall be paid by wire transfer
to Charter One Bank in an amount equal to the total purchase price for the
number of Shares you desire to purchase, as per the following
instructions:
CHARTER
ONE BANK
FED
ABA#
000000000
C/O
TITLE
STARTS ESCROW # 4512173977
All
wire
transfers should be accompanied by a facsimile notification of the wire to
the
attention of Xxxxx XxXxxxx at 312.454.0261.
1.7 The
Company may, in its sole discretion, reject any subscription, in whole or in
part, or terminate or withdraw the Offering in its entirety at any time prior
to
Closing.
2. Representations
and Covenants of Subscriber.
2.1 The
Subscriber recognizes that the purchase of Shares involves a high degree of
risk
in that (i) the Company will likely need additional capital but has no assurance
of additional necessary capital; (ii) an investment in the Company is highly
speculative and only investors who can afford the loss of their entire
investment should consider investing in the Company and the Shares; (iii) an
investor may not be able to liquidate his or her investment; (iv) there is
currently no market for the Shares; (v) an investor could sustain the loss
of
his or her entire investment; (vi) the report of the independent registered
public accounting firm which audited the Company’s financial statements for the
year ended December 31, 2007 contains an opinion that there is substantial
doubt
about the Company’s ability to continue as a going concern because the Company
has no business operations, has negative working capital and minimal
stockholders’ equity; and (vii) the Company is and will be subject to numerous
other risks and uncertainties, including without limitation, significant and
material risks relating to the Company’s business, and the industries and
markets in which the Company will compete, as well as risks associated with
the
Offering, and the other transactions contemplated herein, in the Registration
Statement, all as more fully set forth herein and in the Registration Statement.
2.2
The
Subscriber represents that he or she is able to bear the economic risk of an
investment in the Shares.
2.3 The
Subscriber acknowledges that he or she has reviewed all of the documents
furnished or made available by the Company to evaluate the merits and risks
of
such an investment and that he or she recognizes the highly speculative nature
of this investment.
2.4 The
Subscriber acknowledges receipt and careful review of the Prospectus, this
Agreement, and any other exhibits or attachments hereto and thereto
(collectively, the “Offering Documents”) and hereby represents that he, she or
it has been furnished or given access by the Company during the course of this
Offering with or to all information regarding the Company and its respective
financial condition and results of operations which the Subscriber had requested
or desired to know; that all documents which could be reasonably provided have
been made available for the Subscriber’s inspection and review; that the
Subscriber has been afforded the opportunity to ask questions of and receive
answers from duly authorized representatives of the Company concerning the
terms
and conditions of the Offering, and any additional information which he, she
or
it had requested.
2.5 The
Subscriber acknowledges that this Offering of Shares may involve tax
consequences, and that the contents of the Offering Documents do not contain
tax
advice or information. The Subscriber acknowledges that he, she or it must
retain his, her or its own professional advisors to evaluate the tax and other
consequences of an investment in the Shares.
2.6 The
Subscriber acknowledges that neither the SEC nor any state securities commission
has approved or disapproved of the Shares or passed upon the accuracy or
adequacy of the Prospectus.
2.7 The
Subscriber understands that the Company will review this Agreement, and the
Company reserves the unrestricted right to reject or limit any subscription
and
to close the offering at any time.
2.8 The
Subscriber hereby represents that the address of the Subscriber furnished on
the
signature page of this Agreement is the undersigned's principal residence if
he
or she is an individual or its principal business address if it is a corporation
or other entity.
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2.9 The
Subscriber hereby represents that, except as set forth in the Offering
Documents, no representations or warranties have been made to the Subscriber
by
the Company or its agents, employees or affiliates and in entering into this
transaction, the Subscriber is not relying on any information, other than that
contained in the Offering Documents and the results of independent investigation
by the Subscriber.
2.10 If
the
undersigned Subscriber is a partnership, corporation, trust or other entity,
such partnership, corporation, trust or other entity further represents and
warrants that: (i) it is authorized and otherwise duly qualified to purchase
and
hold the Shares; and (ii) that this Agreement has been duly and validly
authorized, executed and delivered and constitutes the legal, binding and
enforceable obligation of the undersigned.
2.11 If
the
Subscriber is not a United States person, such Subscriber hereby represents
that
it has satisfied itself as to the full observance of the laws of its
jurisdiction in connection with any invitation to subscribe for the Shares
or
any use of this Agreement, including (i) the legal requirements within its
jurisdiction for the purchase of the Shares, (ii) any foreign exchange
restrictions applicable to such purchase, (iii) any governmental or other
consents that may need to be obtained, and (iv) the income tax and other tax
consequences, if any, that may be relevant to the purchase, holding, redemption,
sale or transfer of the Shares. Such Subscriber's subscription and payment
for,
and his or her or her continued beneficial ownership of the Shares, will not
violate any applicable securities or other laws of the Subscriber's
jurisdiction.
3. Representations
by the Company.
Except
as
set forth in the Registration Statement or any other items provided to
Subscriber, the Company represents and warrants to the Subscriber that:
3.1 Organization
and Authority.
The
Company, and its respective subsidiaries, if any (i) is a corporation validly
existing and in good standing under the laws of the jurisdiction of its
incorporation, (ii) has all requisite corporate power and authority to own,
lease and operate its properties and to carry on its business as presently
conducted, and (iii) has all requisite corporate power and authority to execute,
deliver and perform their obligations under this Agreement and the Offering
Documents being executed and delivered by it in connection herewith, and to
consummate the transactions contemplated hereby and thereby.
3.2 Qualifications.
The
Company, and each of its respective subsidiaries, if any, is duly qualified
to
do business as a foreign corporation and is in good standing in all
jurisdictions where such qualification is necessary and where failure to so
qualify could have a material adverse effect on the business, properties,
operations, condition (financial or other), results of operations or prospects
of the Company and its subsidiaries, taken as a whole or has the affect of
preventing the Company from performing any of its duties or obligations under
this Agreement. (a “Material Adverse Effect”).
3.3 Corporate
Authorization.
The
Offering Documents have been duly and validly authorized by the Company. This
Agreement, assuming due execution and delivery by the Subscriber, when the
Subscription Agreement is executed and delivered by the Company, will be, valid
and binding obligations of the Company, enforceable in accordance with their
respective terms, except as the enforceability hereof and thereof may be limited
by bankruptcy, insolvency, reorganization, moratorium or other similar laws
now
or hereafter in effect relating to or affecting creditors’ rights generally and
general principles of equity, regardless of whether enforcement is considered
in
a proceeding in equity or at law.
3.4 Non-Contravention.
The
execution and delivery of the Offering Documents by the Company, the issuance
of
the Shares as contemplated by the Offering Documents, with or without the giving
of notice or the lapse of time, or both, will not (i) result in any violation
of
any provision of the articles of incorporation or by-laws or similar instruments
of the Company or its respective subsidiaries, (ii) conflict with or result
in a
breach by the Company or its respective subsidiaries of any of the terms or
provisions of, or constitute a default under, or result in the modification
of,
or result in the creation or imposition of any lien, security interest, charge
or encumbrance upon any of the properties or assets of the Company or its
respective subsidiaries, pursuant to any agreements, instruments or documents
or
any indenture, mortgage, deed of trust or other agreement or instrument to
which
Company or any of its subsidiaries is a party or by which Company or any of
its
subsidiaries or any of its properties or assets are bound or affected, in any
such case which would have a material adverse effect on the business,
properties, operations, condition (financial or other), results of operations
or
prospects of the Company and its respective subsidiaries, taken as a whole,
or
the validity or enforceability of, or the ability of the Company to perform
their obligations under, the Offering Documents, (iii) violate or contravene
any
applicable law, rule or regulation or any applicable decree, judgment or order
of any court, United States federal or state regulatory body, administrative
agency or other governmental body having jurisdiction over Company or any of
its
subsidiaries or any of its respective properties or assets that would, except
with respect to violations of federal and state securities laws, have a Material
Adverse Effect, or the validity or enforceability of, or the ability of the
Company to perform its obligations under, the Offering Documents, (iv) have
any
material adverse effect on any permit, certification, registration, approval,
consent, license or franchise necessary for the Company or its subsidiaries
to
own or lease and operate any of its properties and to conduct any of its
business or the ability of the Company or its subsidiaries to make use thereof
or (v) except for applicable requirements of federal securities laws and state
securities or blue-sky laws, requiring filing with, or permit, authorization,
consent or approval of, any third party, public body or
authority.
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3.5 Information
Provided.
The
Company hereby represents and warrants to the Subscriber that the information
set forth in the Prospectus and any other document provided by the Company
(or
the Company’s authorized representatives) to the Subscriber in connection with
the transactions contemplated by this Agreement, does not contain any untrue
statement of a material fact or omit to state any material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they are made, not misleading.
3.6 Events
Subsequent.
Other
than in the ordinary course of the Company’s business, the Company has disclosed
to the Subscriber:
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(a)
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Any
sale, lease, transfer, license or assignment of any assets, tangible
or
intangible, of the Company;
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(b)
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Any
damage, destruction or property loss, whether or not covered by insurance,
affecting adversely the properties or business of the
Company;
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(c)
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Any
declaration or setting aside or payment of any dividend or distribution
with respect to the shares of capital stock of the Company or any
redemption, purchase or other acquisition of any such
shares;
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(d)
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Any
subjection to any lien on any of the assets, tangible or intangible,
of
the Company other than in the ordinary course of
business;
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(e)
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Any
incurrence of indebtedness or liability or assumption of obligations
by
the Company other than in the ordinary course of
business;
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| (f) |
Any
waiver or release by the Company of any right of any material
value;
|
| (g) |
Any
compensation or benefits paid to officers or directors of the
Company;
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(h)
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Any
change made or authorized in the articles of incorporation or bylaws
of
the Company, except standard corporate minutes pertaining to this
transaction and other items approved in the ordinary course of
business;
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(i)
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Any
loan to or other transaction with any officer, director or stockholder
of
the Company giving rise to any claim or right of the Company against
any
such person or of such person against the Company;
or
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| (j) |
Any
material adverse change in the condition (financial or otherwise)
of the
respective properties, assets, liabilities or business of the Company;
or
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| (k) |
Any
agreement, written or otherwise, to take any of the foregoing
actions.
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3.7 Compliance
with Law.
Neither
the Company nor any of its respective subsidiaries is in violation of or has
any
liability under any statute, law, rule, regulation, ordinance, decision or
order
of any governmental agency or body or any court, domestic or foreign, except
where such violation or liability would not individually or in the aggregate
have a Material Adverse Effect and to the knowledge of the Company there is
no
pending investigation that would reasonably be expected to lead to such a
claim.
3.8 Consents.
The
Company has all necessary consents, approvals, authorizations, orders,
registrations, qualifications, licenses, filings and permits of, with and from
all applicable judicial, regulatory and other legal or governmental agencies
and
bodies and all third parties, foreign and domestic (collectively, the
“Consents”), to own, lease and operate their respective properties and conduct
their respective businesses as are now being conducted and as disclosed in
the
Prospectus, except where the failure to have any such Consent would not have
a
Material Adverse Effect. Each such Consent is valid and in full force and
effect, and the Company has not received written notice of any investigation
or
proceedings which results in or, if decided adversely to the Company, could
reasonably be expected to result in, the revocation of, or imposition of a
materially burdensome restriction on, any Consent.
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3.9 Intellectual
Property.
The
Company does not have any knowledge of any claim that, or inquiry as to whether,
any product, activity or operation of the Company infringes upon or involves,
or
has resulted in the infringement of, any trademarks, trade-names, service marks,
patents, copyrights or other proprietary rights of any other person, corporation
or other entity; and no such proceedings have been instituted, are pending
or
are threatened against the Company. The Company: (i) owns or possesses all
rights to use, option and/or license, as the case may be, all patents, patent
applications, provisional patents, trademarks, service marks, trade names,
trademark registrations, service xxxx registrations, copyrights, licenses,
formulae, mask works, customer lists, internet domain names, know-how and other
intellectual property (including trade secrets and other unpatented and/or
unpatentable proprietary or confidential information, systems or procedures,
“Intellectual Property”) necessary for the conduct of their respective
businesses as being conducted and as described in the Offering Memorandum and
(ii) does not believe that the conduct of their respective businesses does
or
will conflict with, and have not received any notice of any claim of conflict
with, any such right of others, which conflict would have a Material Adverse
Effect. All Intellectual Property developed by and belonging to Company
(including, without limitation, that which is developed by consultants to
Company which has not been patented has been kept confidential so as, among
other things, all such information may be deemed proprietary to Company. To
Company’s knowledge, there is no infringement by third parties of any
Intellectual Property. There are no pending or, to Company’s knowledge,
threatened actions, suits, proceedings or claims by others challenging Company’s
rights in or to any Intellectual Property, and there are no facts which would
form a reasonable basis for any such claim. There is no pending or, to Company’s
knowledge, threatened action, suit, proceeding or claim by others that Company
infringes or otherwise violates any Intellectual Property rights of others,
in
each case which would be reasonably likely to have a Material Adverse Effect,
and Company is not aware of any other fact which would form a reasonable basis
for any such claim.
3.10 Legal
Compliance.
To the
best knowledge of the Company, after due investigation, no claim has been filed
against the Company alleging a violation of any applicable laws or regulations
of foreign, federal, state and local governments and all agencies thereof.
The
Company holds all of the material permits, licenses, certificates or other
authorizations of foreign, federal, state or local governmental agencies
required for its respective business as presently conducted.
3.11 No
SEC
or NASD Inquiries.
The
Company and none of its past or present officers or directors are, or has ever
been, the subject of any formal or informal inquiry or investigation by the
SEC
or NASD.
3.12 Disclosure.
The
representations and warranties and statements of fact made by the Company in
this Agreement are, as applicable, accurate, correct and complete and do not
contain any untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements and information contained herein
not false or misleading. The Company is and, at all times up to and including
consummation of the transactions contemplated by this Agreement, and after
giving effect to application of the net proceeds of the Offering, will not
be,
subject to registration as an “investment company” under the Investment Company
Act of 1940, as amended (the “1940 Act”), and is not and will not be an entity
“controlled” by an “investment company” within the meaning of the 1940 Act. The
Company will: (i) utilize the proceeds of the Offering in accordance with the
“Use of Proceeds” section of the Prospectus and (ii) initially utilize the
proceeds of the Offering in such a manner so as to cause Company not to be
subject to the 1940 Act, and will thereafter use its best efforts to avoid
Company becoming subject to the 0000 Xxx.
3.13 Securities
Law Compliance.
Subject
to the accuracy and completeness of the representations and warranties of the
Subscriber contained in this Agreement, the Company has complied and will comply
with all applicable federal and state securities laws in connection with the
offer, issuance and sale of the Shares hereunder.
4.
Covenants of the Company. The Company covenants with the Subscriber as
follows, which covenants are for the benefit of the Subscriber and its, his
or
her permitted assignees.
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4.1 Securities
Compliance.
The
Company shall take all necessary action as may be required or permitted by
applicable law, rule and regulation, for the legal and valid issuance of the
Shares to the Subscriber, or their respective subsequent holders.
4.2 Compliance
with Laws.
The
Company shall comply, and cause each Subsidiary to comply, with all applicable
laws, rules, regulations and orders, noncompliance with which would be
reasonably likely to have a Material Adverse Effect.
4.3 Keeping
of Records and Books of Account.
The
Company shall keep and cause each Subsidiary to keep adequate records and books
of account, in which complete entries will be made in accordance with GAAP
consistently applied, reflecting all financial transactions of the Company
and
its Subsidiaries.
4.4 Other
Agreements.
The
Company shall not enter into any agreement in which the terms of such agreement
would restrict or impair the right or ability of the Company or any Subsidiary
to perform its obligations under any Offering Documents.
4.5 Use
of
Proceeds.
The
Company will use the net proceeds from the sale of the Shares for the purposes
set forth in the Prospectus under the section titled “Use of
Proceeds”.
5. Closing
Conditions
5.1 Conditions
Precedent to the Obligation of the Company to Close and to Sell the
Shares.
The
obligation hereunder of the Company to close and issue and sell the Shares
to
the Subscriber at the Closing Date is subject to the satisfaction or waiver,
at
or before the Closing of the conditions set forth below. These conditions are
for the Company's sole benefit and may be waived by the Company at any time
in
its sole discretion.
(a) Accuracy
of the Subscriber’s Representations and Warranties.
The
representations and warranties of the Subscriber shall be true and correct
in
all material respects as of the date when made and as of the Closing Date as
though made at that time, except for representations and warranties that are
expressly made as of a particular date, which shall be true and correct in
all
material respects as of such date.
(b) Performance
by the Subscriber.
The
Subscriber shall have performed, satisfied and complied in all material respects
with all covenants, agreements and conditions required by this Agreement to
be
performed, satisfied or complied with by the Subscriber at or prior to the
Closing Date.
(c) No
Injunction.
No
statute, rule, regulation, executive order, decree, ruling or injunction shall
have been enacted, entered, promulgated or endorsed by any court or governmental
authority of competent jurisdiction which prohibits the consummation of any
of
the transactions contemplated by this Agreement.
(d) Delivery
of Purchase Price.
The
Subscriber shall have delivered to the Company the purchase price for the Shares
to be purchased by the Subscriber.
(e) Delivery
of this Agreement.
This
Agreement has been duly executed and delivered by the Subscriber.
5.2 Conditions
Precedent to the Obligation of the Subscriber to Close and to Purchase the
Shares.
The
obligation hereunder of the Subscriber to purchase the Shares and consummate
the
transactions contemplated by this Agreement is subject to the satisfaction
or
waiver, at or before the Closing Date, of each of the conditions set forth
below. These conditions are for the Subscriber’s sole benefit and may be waived
by the Subscriber at any time in its sole discretion.
(a) Accuracy
of the Company's Representations and Warranties.
Each of
the representations and warranties of the Company in this Agreement shall be
true and correct in all respects as of the Closing Date, except for
representations and warranties that speak as of a particular date, which shall
be true and correct in all material respects as of such date.
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(b) Performance
by the Company.
The
Company shall have performed, satisfied and complied in all material respects
with all covenants, agreements and conditions required by this Agreement to
be
performed, satisfied or complied with by the Company at or prior to the Closing
Date.
(c) No
Injunction.
No
statute, rule, regulation, executive order, decree, ruling or injunction shall
have been enacted, entered, promulgated or endorsed by any court or governmental
authority of competent jurisdiction which prohibits the consummation of any
of
the transactions contemplated by this Agreement.
(d) No
Proceedings or Litigation.
No
action, suit or proceeding before any arbitrator or any governmental authority
shall have been commenced, and no investigation by any governmental authority
shall have been threatened, against the Company or any Subsidiary, or any of
the
officers, directors or affiliates of the Company or any Subsidiary seeking
to
restrain, prevent or change the transactions contemplated by this Agreement,
or
seeking damages in connection with such transactions.
(e) Shares.
Within
a reasonable period of time after the Closing the Company shall deliver to
the
Subscriber certificates representing the Shares (in such denominations as the
Subscriber may request).
(f) Material
Adverse Effect.
No
Material Adverse Effect shall have occurred at or before the Closing
Date.
(g) Minimum
Investment Amount.
Pursuant
to the Prospectus, the Company shall have in escrow the at least $50,000.
6. Miscellaneous.
6.1 Any
notice or other communication given hereunder shall be deemed sufficient if
in
writing and sent by registered or certified mail, return receipt requested,
addressed to the Company at Title Starts Online, Inc., 0000 Xxxxxxx Xxxxxxxxx,
Xxxxx 000, Xxxxxxxx Xxxx, XX 00000, Attention: Xxxx XxXxxx, Chief Executive
Officer, with a copy to (which shall not constitute notice) Synergy Law Group,
L.L.C., 000 Xxxx Xxxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxx 00000, Attention: Xxxxxx
Xxxxxxx, Esq., and to the Subscriber at the address indicated on the signature
page of this Agreement. Notices shall be deemed to have been given three (3)
business days after the date of mailing, except notices of change of address,
which shall be deemed to have been given when received.
6.2 This
Agreement may be amended through a written instrument signed by the Subscriber
and the Company; provided, however, that the terms of Section 4 of this
Agreement may be amended without the consent or approval of the Subscriber
so
long as such amendment applies in the same fashion to the subscription
agreements of all of the other subscribers for Shares in the Offering
6.3 This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and to their respective heirs, legal representatives, successors and assigns.
This Agreement sets forth the entire agreement and understanding between the
parties as to the subject matter hereof and merges and supersedes all prior
discussions, agreements and understandings of any and every nature among
them.
6.4 Notwithstanding
the place where this Agreement may be executed by any of the parties hereto,
the
parties expressly agree that all the terms and provisions hereof shall be
construed in accordance with and governed by the laws of the State of
Nevada.
6.5 This
Agreement may be executed in counterparts. It shall not be binding upon the
Company unless and until it is accepted by the Company. Upon the execution
and
delivery of this Agreement by the Subscriber, this Agreement shall become a
binding obligation of the Subscriber with respect to the purchase of Shares
as
herein provided; subject, however, to the right hereby reserved to the Company
to enter into the same agreements with other subscribers and to add and/or
to
delete other persons as subscribers.
6.6 The
holding of any provision of this Agreement to be invalid or unenforceable by
a
court of competent jurisdiction shall not affect any other provision of this
Agreement, which shall remain in full force and effect.
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6.7 It
is
agreed that a waiver by either party of a breach of any provision of this
Agreement shall not operate, or be construed, as a waiver of any subsequent
breach by that same party.
6.8 The
parties agree to execute and deliver all such further documents, agreements
and
instruments and take such other and further action as may be necessary or
appropriate to carry out the purposes and intent of this Agreement.
6.9 Specific
Performance. The Company and the Subscriber acknowledge and agree that
irreparable damage would occur in the event that any of the provisions of this
Agreement or the other Offering Documents are not performed in accordance with
their specific terms or are otherwise breached. It is accordingly agreed that
the parties shall be entitled to an injunction or injunctions to prevent or
cure
breaches of the provisions of this Agreement or the other Offering Documents
and
to enforce specifically the terms and provisions hereof or thereof, this being
in addition to any other remedy to which any of them may be entitled by law
or
equity.
6.10 Survival.
The representations, warranties and covenants of the Company and the Subscriber
shall survive the execution and delivery hereof and the Subscription Closing
until the second anniversary of the Closing Date.
6.11 The
obligation of the Subscriber hereunder is several and not joint with the
obligations of any other subscribers for the purchase of Shares in the Offering
(the “Other Subscribers”), and the Subscriber shall not be responsible in any
way for the performance of the obligations of any Other Subscribers. Nothing
contained herein or in any other agreement or document delivered at the Closing,
and no action taken by the Subscriber pursuant hereto, shall be deemed to
constitute the Subscriber and the Other Subscribers as a partnership, an
association, a joint venture or any other kind of entity, or create a
presumption that the Subscriber and the Other Subscribers are in any way acting
in concert with respect to such obligations or the transactions contemplated
by
this Agreement. The Subscriber shall be entitled to protect and enforce the
Subscriber’s rights, including without limitation the rights arising out of this
Agreement, and it shall not be necessary for any Other Subscriber to be joined
as an additional party in any proceeding for such purpose. The language used
in
this Agreement will be deemed to be the language chosen by the parties to
express their mutual intent, and no rules of strict construction will be applied
against any party. The Subscriber is not acting as part of a “group” (as that
term is used in Section 13(d) of the 0000 Xxx) in negotiating and entering
into
this Agreement or purchasing the Shares. The Company hereby confirms that it
understands and agrees that the Subscriber is not acting as part of any such
group.
[SIGNATURE
PAGE FOLLOWS]
8
SIGNATURE
PAGE
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year
first written above.
|
Number
of Shares Subscribed For:
___________________
_____________________________________
|
x
$0.25
per
Share
|
Total
Amount of Subscription:
$_______________________
______________________________________
|
|
Print
Full Legal Name of Subscriber
|
Print
Full Legal Name of Co-Subscriber
(if
applicable)
|
|
|
____________________________________
|
_____________________________________
|
|
|
Signature
of (or on behalf of) Subscriber
|
Signature
of (or on behalf of) Co-Subscriber
(if
applicable)
|
|
|
Name:
Title:
|
||
|
Address
of Subscriber:
____________________________________
____________________________________
|
Address
of Co-Subscriber (if applicable):
_____________________________________
____________________________________
|
|
|
____________________________________
|
____________________________________
|
|
|
Social
Security or Taxpayer Identification
Number
of Subscriber
|
Social
Security or Taxpayer Identification
Number
of Co-Subscriber (if applicable)
|
|
|
TYPE
OF
OWNERSHIP:
|
||
|
o
Individual
o
Joint
Tenants
with
Rights
of
Survivorship
|
o
Partnership
o
Trust
|
|
|
o Corporation
o
LLC
______________________________________
|
|
Date of Trust:
__________________________________
Name of Trustee:
___________________________________
|
|
Mail
to:
Xxxxx
XxXxxxx
Synergy
Law Group, LLC
000
Xxxx Xxxxxxxx Xxxxxx
Xxxxx
000
Xxxxxxx,
XX 00000
|
Subscription
Agreed to and Accepted:
By:
________________________________
Xxxx
XxXxxx
President
and Chief Executive Officer
|
9
