SUBSCRIPTION AGREEMENT SANDSTON CORPORATION
Exhibit
99.1
SANDSTON
CORPORATION
THIS
SUBSCRIPTION AGREEMENT (the
“Agreement”)
is
made as of the date of acceptance by the Company (defined below) of the terms
hereof, by and between Sandston Corporation, a Michigan corporation (the
“Company”)
and
the undersigned prospective purchaser (the “Purchaser”).
Background
The
Company is offering 2,400,000 shares of the Company’s Common Stock (the
“Shares”),
to a
limited number of “Accredited Investors,” as such term is defined in Rule 501
promulgated under the Securities Act of 1933, as presently in effect (the
“1933
Act”).
The
Purchaser wishes to subscribe for and purchase some of the Shares upon the
terms
and subject to the terms and conditions herein, subject to acceptance of this
Agreement by the Company.
NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency
of
which are hereby acknowledged, the parties agree as follows:
| 1. |
Purchase
of Shares.
|
1.1 Subscription.
The
Purchaser hereby subscribes for and agrees to purchase the number of shares
of
Common Stock of the Company set forth on the signature page of this Agreement,
at a price per share of $0.05. The aggregate purchase price for the Shares
shall
be equal to the product of the number of Shares subscribed for multiplied by
the
price per share, as set forth on the signature page of this Agreement and shall
be payable as set forth in Section 1.2 hereof.
1.2 Form
of Payment.
The
Purchaser shall pay the purchase price for the Shares by delivering to the
Company immediately available funds in the form of a wire transfer or a
cashier’s or certified check within two (2) business days after receiving notice
of the Company’s acceptance of this Agreement.
1.3 Acceptance
by Company.
The
Purchaser understands that acceptance or rejection, in whole or in part, by
the
Company of this Agreement by Company is within the sole and absolute discretion
of the Company. Likewise, the Purchaser acknowledges and agrees that acceptance
by the Company of any subscription of a Purchaser, in whole or in part, is
predicated on the representations and warranties of the Purchaser as hereinafter
set forth.
1.4 Conditions
to Closing.
Subscriptions, once received by the Company are irrevocable by the Purchaser,
and, therefore, may not be withdrawn. If the subscription is not accepted by
the
Company within seven (7) business days of the date of the Purchaser’s execution
and delivery of this Agreement, then this Agreement will be null and void.
In
the event the Company accepts the subscription of the Purchaser, and the
Purchaser pays to the Company the purchase price for the Shares, the Company
shall deliver written confirmation of acceptance within 5 business days and
shall deliver the certificate representing the Shares to the Purchaser as soon
as is practical.
| 2. |
Representations
and Warranties of the Company.
The Company hereby represents and warrants
that:
|
2.1 The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Michigan. The Company has the corporate power
to
own, lease and operate its property and to carry on its business as now being
conducted and is duly qualified to do business and is in good standing in each
jurisdiction in which the failure to be so qualified would have a material
adverse effect on the business, financial condition, results of operations
or
prospects of the Company.
2.2 The
Shares have been duly authorized. The Shares, when issued and paid for in
accordance with the terms of this Agreement, will be validly issued, fully
paid
and nonassessable.
| 3. |
Representations
and Warranties of the Purchaser.
The Purchaser hereby represents and warrants
that:
|
3.1 Purchaser
is an “Accredited Investor” within the meaning of Rule 501 of Regulation D of
the Securities Act of 1933, as amended, because Purchaser is either (i) a
director or executive officer of the Company, (ii) a
natural person whose individual net worth, or joint net worth with Purchaser’s
spouse, exceeds $1,000,000 at the date hereof, or (iii) 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 Purchaser’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. If Purchaser is an entity other than
a
natural person, it is an accredited investor within the meaning of Rule 501
of Regulation D of the Securities Act of 1933, as amended, because it is
either (i) an
entity in which all of the equity owners are accredited investors, (ii) a
trust with total assets in excess of $5,000,000, not formed for the specific
purpose of acquiring the securities offered, (iii) a
private business development company as defined in Section 202(a)(22) of
the Investment Advisors Act of 1940, (iv)
a
corporation or partnership, not formed for the specific purpose of acquiring
the
securities offered, with total assets in excess of $5,000,000 or (v) an
institutional investor as described in Rule 501(a)(1) of
Regulation D.
3.2 Purchaser
understands that the purchase of Shares involves a high degree of risk, in
that,
among other things: (1) no public market exists for the Shares; (2) an
investment in the Shares is highly speculative and only Purchasers that can
afford the loss of the entire investment made in the Shares should consider
investing in the Shares; (3) a Purchaser may not be able to liquidate an
investment in the Shares; and (4) a Purchaser could sustain the loss of the
Purchaser’s entire investment in the Shares.
3.3 Purchaser
has a net worth sufficient to bear the economic risk of losing his or her entire
investment. Further, Purchaser’s overall commitment to investments which are not
readily marketable is not disproportionate to the Purchaser’s net worth, and
this investment will not cause such overall commitment to become excessive.
Purchaser has adequate means of providing for Purchaser’s current cash needs and
personal contingencies and has no need for liquidity in this investment in
the
securities.
3.4 Purchaser
is aware that the Shares have not been registered or qualified, nor is
registration or qualification contemplated, with the Securities Exchange
Commission (“SEC”)
under
the Securities Act, or any state securities law. Accordingly, the securities
may
be sold or otherwise transferred or hypothecated only if they are subsequently
registered or qualified under the 1933 Act or applicable laws or if, in the
opinion of counsel, an exemption from registration or qualification thereunder
is available and the transaction will not jeopardize the availability of the
exemptions under applicable federal and state securities laws relied upon by
the
Company in connection with the offering in which the Purchaser purchased his
or
her Shares. Purchaser is aware that there is no public market for the Shares,
and that as a result of the restriction of transferability, it may not be
possible for the undersigned to liquidate the Shares, which may have to be
held
indefinitely. Purchaser is aware that the securities will bear a legend setting
forth the restrictions on transferability.
2
3.5 The
Purchaser is acquiring Shares solely for the Purchaser’s own account, for
investment purposes only, and not with an intent to sell, or for resale in
connection with any distribution of all or any portion of the Shares within
the
meaning of the 0000 Xxx.
3.6 The
Purchaser acknowledges that the securities were not offered by means of any
general solicitation or advertising.
3.7 The
Purchaser acknowledges and understands that neither the SEC, nor any state
securities agency has made any finding or determination of the fairness or
suitability for investment in, nor any endorsement of, the Company or the
Shares.
3.8 The
Purchaser acknowledges and understands that no independent third party, such
as
an investment banking firm or other expert in evaluating businesses or
securities, has made an evaluation of the economic potential of the
Company.
3.9 The
address of the Purchaser furnished by the Purchaser at the end of this Agreement
is the principal residence of the Purchaser if the Purchaser is an individual
or
the principal business address of the Purchaser if the Purchaser is a business
or other entity, and that all offers to the Purchaser have been made in the
state specified in such address.
3.10 The
Purchaser has full power and authority to execute and deliver this Agreement
and
to perform the obligations of the Purchaser hereunder, and this Agreement is
a
legally binding obligation of the Purchaser in accordance with the terms
hereof.
3.11 If
the
Purchaser is a corporation, partnership, trust or other entity (collectively,
an
“Entity”),
the
party executing this Agreement is authorized and otherwise qualified to execute
this Agreement and purchase the Shares.
3.12 If
the
party executing this Agreement is doing so on behalf of a Purchaser that is
an
Entity, then the representations and warranties contained herein (and in any
other written statement or document delivered to the Company in connection
herewith) shall be deemed to have been made by such party in such party's
representative capacity on behalf of such Entity.
3
| 4. |
Restrictions
on Disposition of Shares.
|
4.1 Disposition
of Shares.
The
Purchaser hereby agrees that the Purchaser shall make no disposition of his
Shares unless and until the Purchaser
shall have provided the Company with reasonable written assurances, in form
and
substance satisfactory to the Company, that (i)
the
proposed disposition does not require registration or qualification of the
Shares under the 1933 Act or any state securities laws or (ii)
all
appropriate action necessary for compliance with the registration requirements
of the 1933 Act or any state securities laws or of any exemption from
registration available under the 1933 Act (including Rule 144) or any state
securities laws has been taken. The
Company shall not
be
required (i)
to
transfer on its books any Shares which have been sold or transferred in
violation of the provisions of this Section 4 nor (ii)
to treat
as the owner of the Shares, or otherwise to accord voting, dividend or
liquidation rights to, any transferee to whom the Shares have been transferred
in contravention of this Agreement.
4.2 Restrictive
Legends.
In
order to reflect the restrictions on disposition of the Shares, the stock
certificates for the Shares will be endorsed with restrictive legends, including
the following legends:
(a) “THE
SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS THERE IS AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES OR THE ISSUER
RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT STATING THAT SUCH SALE OR
TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS
OF
SUCH ACT.”
(b) Any
legends required by state securities laws.
| 5. |
General
Provisions.
|
5.1 Agreement
is Entire Contract.
This
Agreement constitutes the entire contract between the parties hereto with regard
to the subject matter hereof.
5.2 Governing
Law.
This
Agreement shall be governed by, and construed in accordance with, the laws
of
the State of Michigan, as such laws are applied to contracts entered into and
to
be performed in such state.
5.3 Counterparts.
This
Agreement may be executed in counterparts, each of which shall be deemed to
be
an original, but all of which together shall constitute one and the same
instrument.
5.4 Successors
and Assigns.
The
provisions of this Agreement shall inure to the benefit of, and be binding
upon,
the Company and its successors and assigns and the Purchaser and the Purchaser’s
legal representatives, heirs, legatees, distributees, assigns and transferees
by
operation of law, whether or not any such person shall have become a party
to
this Agreement and have agreed in writing to join herein and be bound by the
terms and conditions hereof.
5.5 Severability.
If one
or more provisions of this Agreement are held to be unenforceable under
applicable law, such provision shall be excluded from this Agreement and the
balance of the Agreement shall be interpreted as if such provision were so
excluded and shall be enforceable in accordance with its terms.
4
5.6
Modification.
This
Agreement shall not be changed, modified or amended except by a writing signed
by the parties to be charged, and this Agreement may not be discharged except
by
performance in accordance with its terms or by a writing signed by the party
to
be charged.
5.7 Further
Documents.
The
parties agree to execute 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.
[Signature
Pages Follow]
5
IN
WITNESS WHEREOF, the Purchaser hereby represents and warrants that the Purchaser
has read this entire Agreement and has executed this Agreement as of this
___ day of December 2006.
| PURCHASER: | ||
| |
|
|
| By: | ||
|
Name: |
||
|
Number
of Shares:
Purchase
Price Per Share: $0.05
Aggregate
Purchase Price: $
|
||
|
Accepted this ____ day of
December, 2006
|
COMPANY: | |
| SANDSTON CORPORATION, a Michigan corporation | ||
| |
|
|
| By: | /s/ | |
|
Xxxxxx X. Xxxxxx |
||
| Its: President and CEO | ||
6
GENERAL
INFORMATION
Please
provide legible responses.
Name
of
Purchaser:
Date
of
Incorporation or Organization:
State
or
Country of Residence, Incorporation or Organization:
Social
Security, Federal Identification or Trust Identification Number:
If
Purchaser is a corporation, partnership, trust or other entity (“Entity”),
number of equity owners
of Entity:
of Entity:
Purchaser
Address:
City:
State:
Zip:
Country: Telephone
Number:
Occupation
and Title:
Taxpayer
Identification Number:
7
