SUBSCRIPTION AGREEMENT
Exhibit
B
THIS
SUBSCRIPTION AGREEMENT IS EXECUTED IN RELIANCE UPON (1) THE EXEMPTION PROVIDED
BY SECTION 4(2) AND REGULATION D, RULE 506 FOR TRANSACTIONS NOT INVOLVING A
PUBLIC OFFERING UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). THIS OFFERING IS BEING MADE ONLY TO ACCREDITED INVESTORS. NONE
OF THE SECURITIES TO WHICH THIS SUBSCRIPTION RELATES HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF REGULATION D UNDER THE SECURITIES ACT,
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH CASE ONLY IN
ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION,
HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
ACCORDANCE WITH THE SECURITIES ACT.
THIS
SUBSCRIPTION AGREEMENT (this “Subscription”) has been executed by B6 Sigma,
Inc., a corporation organized under the laws of the State of Delaware (“B6
Sigma” or the “Company”) and the purchaser set forth in the Omnibus Signature
Page (the “Signature Page”) attached hereto (the “Purchaser”) in connection with
the private placement of up to up to 125,000
Shares of Common Stock (“Shares” or “Common Stock”) at a price of $20.00 per
Share on a best-efforts Minimum 50,000/Maximum 125,000 Shares basis. The minimum
subscription amount is 1,250 Shares, or $25,000. The proceeds of this Offering
will be utilized as described in the Company’s Private Offering Memorandum dated
April 12, 2010 (the “Memorandum”).
The
Securities being subscribed for pursuant to this Subscription have not been
registered under the Securities Act. The offer of the Securities and,
if this Subscription is accepted by the Company, the sale of Securities, is
being made in reliance upon Section 4(2) and/or Rule 506 of Regulation D of the
Securities Act promulgated under the Securities Act. All dollar
amounts in this Subscription are expressed in U.S. Dollars.
The
Company reserves the right, in its discretion, to accept subscriptions for
lesser amounts. This Subscription is submitted by the undersigned in accordance
with and subject to the terms and conditions described in this Subscription and
the Memorandum of the Company, as amended and supplemented from time to time,
including all attachments, schedules and exhibits.
The terms
of the offering of the Shares (“Offering”) are more completely described in the
Memorandum and such terms are incorporated herein in their
entirety.
The
Purchaser hereby represents and warrants to, and agrees with the Company as
follows:
1
ARTICLE
1
SUBSCRIPTION
Subscription
1.1 The
undersigned Purchaser, as principal, hereby subscribes to purchase the amount
of Shares
set forth on the Signature Page attached hereto, at an aggregate purchase price
as set forth on the Signature Page (the “Subscription Funds”).
Minimum
Subscription
1.2 A
minimum of $25,000 of Shares must be purchased by the Purchaser, unless a lower
amount is agreed to by the Company, in its sole discretion.
Method
of Payment
1.3 The
Purchaser shall pay the Subscription Funds by delivering good funds in United
States Dollars by way of wire transfer of funds to Signature Bank, the escrow
agent for this Offering (“Escrow Agent”). The wire transfer and
overnight delivery instructions are as set forth in Exhibit B attached hereto
and made a part hereof.
Upon receipt of the Subscription Funds
and acceptance of this Subscription by the Company, the Company shall take up
the Subscription Funds (the “Closing Date”) and issue to the Purchaser such
number of Shares equal to the amount of the accepted Subscription
Funds. The Purchaser and the Company acknowledge and agree that the
initial closing of the Offering shall be subject to the Minimum Offering having
been subscribed for and then only at the closing of the
Reorganization.
The Purchaser acknowledges that the
subscription for Shares hereunder may be rejected in whole or in part by the
Company in its sole discretion and for any reason, notwithstanding prior receipt
by the Purchaser of notice of acceptance of such subscription. The
Company shall have no obligation hereunder until the Company shall execute and
deliver to the Purchaser an executed copy of this Subscription. If
this Subscription is rejected in whole, or the offering of Shares is terminated,
all funds received from the Purchaser will be returned without interest or
offset, and this Subscription shall thereafter be of no further force or
effect. If this Subscription is rejected in part, the funds for the
rejected portion of this subscription will be returned without interest or
offset, and this Subscription will continue in full force and effect to the
extent this Subscription was accepted.
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Term;
Termination
1.4 No
funds held in Escrow will be released to B6 Sigma unless and until the Minimum
of 50,000 Shares
are sold and paid for and then only at a closing of the Reorganization (as
defined in the Memorandum). In the event that the Minimum of 50,000 Shares are not sold
during the Offering Period or the closing of the Reorganization does not occur
on or before May 31, 2010, all proceeds from the sale of the Shares will be
returned to subscribers without interest, and this Subscription shall thereafter
be of no further force or effect.
1.5 All
funds received from the Purchaser will held in a non-interest-bearing escrow
account by the Escrow Agent, pending the earlier of (a) one or more closings
after reaching the Minimum Offering and the closing of the Reorganization, (b)
completion of the Maximum Offering or (c) the end of the Offering
Period.
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ARTICLE
2
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REPRESENTATIONS
AND WARRANTIES OF THE PURCHASER
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Representations
and Warranties
2.1 The
Purchaser represents and warrants to the Company, with the intent that the
Company will rely thereon in accepting this Subscription, that:
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(a)
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Accredited
Purchaser. The Purchaser is an “accredited investor” as
that term is defined in Regulation D promulgated under the Securities Act
and as set forth in Exhibit A-1 attached hereto and made a part
hereof;
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(b)
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Experience. The
Purchaser is sufficiently experienced in financial and business matters to
be capable of evaluating the merits and risks of its investments, and to
make an informed decision relating thereto, and to protect its own
interests in connection with the purchase of the
Securities;
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(c)
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Own
Account. The Purchaser is purchasing the Securities as
principal for its own account. The Purchaser is purchasing the
Securities for investment purposes only and not with an intent or view
towards further sale or distribution (as such term is used in Section
2(11) of the Securities Act) thereof, and has not pre-arranged any sale
with any other purchaser and has no plans to enter into any such agreement
or arrangement;
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(d)
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Exemption. The
Purchaser understands that the offer and sale of the Securities is not
being registered under the Securities Act or any state securities laws and
is intended to be exempt from registration provided by Rule 506
promulgated under Regulation D and/or Section 4(2) of the Securities
Act;
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(e)
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Importance of
Representations. The Purchaser understands that the
Shares are being offered and sold to it in reliance on an exemption from
the registration requirements of the Securities Act, and that the Company
is relying upon the truth and accuracy of the representations, warranties,
agreements, acknowledgments and understandings of the Purchaser set forth
herein in order to determine the applicability of such safe harbor and the
suitability of the Purchaser to acquire the
Shares;
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3
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(f)
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No
Registration. The Shares have not been registered under
the Securities Act or any state securities laws and may not be
transferred, sold, assigned, hypothecated or otherwise disposed of unless
registered under the Securities Act and applicable state securities laws
or unless an exemption from such registration is available (including,
without limitation, under Rule 144 of the Securities Act, as such rule may
be amended, or any similar rule or regulation hereafter adopted by the
Commission having substantially the same effect (“Rule 144”)). Moreover,
since Purchasers will receive shares of Framewaves, Inc. (“Framewaves”)
common stock on the closing of the Reorganization and Framewaves is a
“shell company” (as defined in the Securities Exchange Act of 1934), under
Rule 144 holders of Framewaves’ restricted securities will be unable to
utilize Rule 144 as a registration exemption for a period of at least one
year from the date that Framewaves files a Report on Form 8-K containing
Form 10 information, and then only if it has filed all reports required to
be filed with the SEC during the prior twelve month period. There can be
no assurance that Framewaves will file such documents successfully. The
Purchaser represents and warrants and hereby agrees that all offers and
sales of the Shares and the Securities shall be made only pursuant to
registration or an exemption from
registration;
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(g)
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Risk. The
Purchaser acknowledges that the purchase of the Shares involves a high
degree of risk, is aware of the risks and further acknowledges that it can
bear the economic risk of the Shares, including the total loss of its
investment. The Purchaser has adequate means of providing for
its financial needs and foreseeable contingencies and has no need for
liquidity of its investment in the Shares for an indefinite period of
time;
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(h)
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Memorandum. The
Purchaser and its purchaser representatives, if any, have received the
Memorandum and all other documents requested by the Purchaser, have
carefully reviewed them and understand the information contained
therein;
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(i)
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Independent
Investigation. The Purchaser, in making the decision to
purchase the Shares subscribed for, has relied upon independent
investigations made by it and its purchaser representatives, if any, and
the Purchaser and such representatives, if any, have prior to any sale to
it been given access and the opportunity to examine all material contracts
and documents relating to this Offering and an opportunity to ask
questions of, and to receive answers from, the Company or any person
acting on its behalf concerning the terms and conditions of this
Offering. The Purchaser and its advisors, if any, have been
furnished with access to all materials relating to the business, finances
and operation of the Company and materials relating to the offer and sale
of the Shares (including, without limitation, the Memorandum) which have
been requested. The Purchaser and its advisors, if any, have
received complete and satisfactory answers to any such
inquiries;
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(j)
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No Recommendation or
Endorsement. The Purchaser understands that no federal,
state or other regulatory authority has passed on or made any
recommendation or endorsement of the Shares. Furthermore, the
foregoing authorities have not confirmed the accuracy or determined the
adequacy of this Subscription or the Memorandum. Any
representation to the contrary is a criminal
offense;
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(k)
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No
Representation. In evaluating the suitability of an investment in
the Company, the Purchaser has not relied upon any representation or
information (oral or written) other than as stated in this Subscription
and in the Memorandum;
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(l)
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No Tax, Legal, Etc.
Advice. The Purchaser is not relying on the Company or any of its
employees or agents with respect to the legal, tax, economic and related
considerations of an investment in the Shares, and the Purchaser has
relied on the advice of, or has consulted with, only its own
advisers;
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(m)
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The
Purchaser. The Purchaser (i) if a natural person,
represents that the Purchaser has reached the age of 21 and has full power
and authority to execute and deliver this Subscription and all other
related agreements or certificates and to carry out the provisions hereof
and thereof; (ii) if a corporation, partnership, or limited liability
company or partnership, or association, joint stock company, trust,
unincorporated organization or other entity, represents that such entity
was not formed for the specific purpose of acquiring the Shares, such
entity is duly organized, validly existing and in good standing under the
laws of the state of its organization, the consummation of the
transactions contemplated hereby is authorized by, and will not result in
a violation of state law or its charter or other organizational documents,
such entity has full power and authority to execute and deliver this
Subscription and all other related agreements or certificates and to carry
out the provisions hereof and thereof and to purchase and hold the Shares,
the execution and delivery of this Subscription has been duly authorized
by all necessary action, this Subscription has been duly executed and
delivered on behalf of such entity and is a legal, valid and binding
obligation of such entity; or (iii) if executing this Subscription in a
representative or fiduciary capacity, represents that it has full power
and authority to execute and deliver this Subscription in such capacity
and on behalf of the subscribing individual, xxxx, partnership, trust,
estate, corporation, or limited liability company or partnership, or other
entity for whom the Purchaser is executing this Subscription, and such
individual, partnership, xxxx, trust, estate, corporation, or limited
liability company or partnership, or other entity has full right and power
to perform pursuant to this Subscription and make an investment in the
Company, and represents that this Subscription constitutes a legal, valid
and binding obligation of such entity. The execution and
delivery of this Subscription will not violate or be in conflict with any
order, judgment, injunction, agreement or controlling document to which
the Purchaser is a party or by which it is
bound;
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(n)
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Non-Affiliate
Status. The Purchaser is not an Affiliate of the Company
nor is any Affiliate of the Purchaser an Affiliate of the Company. An
“Affiliate” is an individual or corporation, partnership, trust,
incorporated or unincorporated association, joint venture, limited
liability company, joint stock company, government (or an agency or
subdivision thereof) or other entity of any kind (each of the foregoing, a
“Person”) that, directly or indirectly through one or more intermediaries,
controls or is controlled by or is under common control with a Person as
such terms are used in and construed under Rule 405 under the Securities
Act. With respect to a Purchaser, any investment fund or
managed account that is managed on a discretionary basis by the same
investment manager as such Purchaser will be deemed to be an Affiliate of
such Purchaser; and
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(o)
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No Advertisement or
General Solicitation. If the Purchaser is a U.S. Person,
such Purchaser acknowledges that it is not aware of, is in no way relying
on, and did not become aware of the offering of the Shares through or as a
result of any form of general solicitation or general advertising,
including, without limitation, any article, notice, advertisement or other
communication published in any newspaper, magazine, or similar media or
broadcast over television or radio, or through any seminar or meeting
whose attendees have been invited by any general solicitation or general
advertising.
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(p)
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Short Sales and
Confidentiality after the Date Hereof. The Purchaser covenants that
neither it, nor any Affiliate acting on its behalf or pursuant to any
understanding with it, will execute any “short sales” of Framewaves common
stock, as defined in Rule 200 of Regulation SHO under the Securities
Exchange Act of 1934, as amended (“Short Sales”, which shall not be deemed
to include the location and/or reservation of borrowable shares of Common
Stock) during the period commencing at the time it first became aware of
this Offering and ending at the time that the transactions contemplated by
this Subscription are first publicly announced. The Purchaser
covenants that until such time as the transactions contemplated by this
Subscription are publicly disclosed by the Company such Purchaser will
maintain the confidentiality of the existence and terms of this Offering
and the information included in this Subscription and the
Memorandum. The Purchaser acknowledges the positions of the
Securities and Exchange Commission (“Commission”) set forth in Item 65,
Section A, of the Manual of Publicly Available Telephone Interpretations,
dated July 1997, compiled by the Office of Chief Counsel, Division of
Corporation Finance. Notwithstanding the foregoing, if Purchaser is a
multi-managed investment vehicle whereby separate portfolio managers
manage separate portions of Purchaser’s assets and the portfolio managers
have no direct knowledge of the investment decisions made by the portfolio
managers managing other portions of such Purchaser’s assets, the covenant
set forth above shall only apply with respect to the portion of assets
managed by the portfolio manager that made the investment decision to
purchase the Securities covered by this
Subscription.
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Survival
2.2 The
representations and warranties of the Purchaser contained herein will be true at
the date of execution of this Subscription by the Purchaser and as of the
Closing Date in all material respects as though such representations and
warranties were made as of such times and shall survive the Closing Date and the
delivery of the Shares. The Purchaser agrees that it will notify and
supply corrective information to the Company immediately upon the occurrence of
any change therein occurring prior to the Company’s issuance of the
Shares.
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ARTICLE
3
REPRESENTATIONS
AND WARRANTIES OF THE COMPANY
3.1 The
Company, upon taking up and accepting this Subscription, represents and warrants
in all material respects to the Purchaser, with the intent that the Purchaser
will rely thereon in making this Subscription, that:
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(a)
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Legality. The
Company has the requisite corporate power and authority to take up and
accept this Subscription and to issue, sell and deliver the Shares; this
Subscription and the issuance, sale and delivery of the Shares hereunder
and the transactions contemplated hereby have been duly and validly
authorized by all necessary corporate action by the
Company;
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(b)
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Proper
Organization. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Delaware;
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(c)
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Issuance of the
Shares. The Shares are duly authorized and, when issued
and paid for in accordance with the applicable Transaction Documents, will
be duly and validly issued, fully paid and nonassessable, free and clear
of all liens, charges, security interests, encumbrances, preemptive rights
or other restrictions (collectively, “Liens”) imposed by the Company other
than restrictions on transfer provided for in the Transaction
Documents. The Securities, when issued in accordance with the
terms of the Transaction Documents, will be validly issued, fully paid and
nonassessable;
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(d)
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Capitalization. The
capitalization of the Company is as set forth in the Memorandum. All of
the outstanding shares of capital stock of the Company are validly issued,
fully paid and nonassessable, have been issued in compliance with all
federal and state securities laws;
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(e)
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No General
Solicitation. Neither the Company nor any person acting
on behalf of the Company has offered or sold any of the Securities by any
form of general solicitation or general advertising. The
Company has offered the Securities for sale only to the Purchasers and
certain other “accredited investors” within the meaning of Rule 501 under
the Securities Act;
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Survival
3.2 The
representations and warranties of the Company will be true and correct as of the
Closing Date in all material respects and shall survive the Closing Date and the
delivery of the Securities.
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ARTICLE
4
COVENANTS
OF THE COMPANY
Covenants
of the Company
4.1 The
Company covenants and agrees with the Purchaser that:
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(a)
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Filings. The
Company shall make all necessary filings in connection with the sale of
the Securities as required by the laws and regulations of all appropriate
jurisdictions and securities exchanges, including but not limited to “Form
D”;
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(b)
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Non-Public
Information. Except with respect to the material terms
and conditions of the transactions contemplated by the Transaction
Documents, the Company covenants and agrees that neither it nor any other
Person acting on its behalf, will provide any Purchaser or its agents or
counsel with any information that the Company believes constitutes
material non-public information, unless prior thereto such Purchaser shall
have executed a written agreement regarding the confidentiality and use of
such information. The Company understands and confirms that
each Purchaser shall be relying on the foregoing covenant in effecting
transactions in securities of the
Company.
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Survival
4.2 The
covenants set forth in this Article shall survive the Closing Date for a period
of one year for the benefit of the Purchaser.
ARTICLE
5
ISSUANCE
OF SECURITIES
5.1 As
soon as practicable after the Closing Date, the Company shall issue and deliver,
or shall cause the issuance and delivery of, the Shares in the name or names
specified by the Purchaser purchased in the Offering. Such Shares will be
exchanged for shares of Framewaves upon the closing of the Reorganization. Both
the B6 Sigma and the Framewaves Shares shall bear a legend substantially in the
following form:
THESE
SECURITIES HAVE BEEN ISSUED PURSUANT TO THE EXEMPTION FROM THE REGISTRATION
PROVISIONS UNDER THE SECURITIES ACT OF 1933, AS AMENDED PROVIDED BY RULE 506 OF
REGULATION D UNDER SUCH ACT AND/OR SECTION 4(2) OF SUCH ACT. THESE
SECURITIES CANNOT BE TRANSFERRED, OFFERED, OR SOLD UNLESS THE SECURITIES ARE
REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE.
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5.2 The
legend set forth above shall be removed, and the Company shall issue a
certificate without such legend to the transferee of the Securities represented
thereby, if, unless otherwise required by state securities laws, such Securities
have been sold under an effective registration statement under the Securities
Act.
5.3 The
Purchaser agrees that such Purchaser will sell any Securities pursuant to either
the registration requirements of the Securities Act, including any applicable
prospectus delivery requirements, or an exemption therefrom, and that if
Securities are sold pursuant to a registration statement, they will be sold in
compliance with the plan of distribution set forth therein, and acknowledges
that the removal of the restrictive legend from certificates representing
Securities as set forth in this Section 5 is predicated upon the Company’s
reliance upon this understanding.
ARTICLE
6
CLOSING
Closing
shall be effected through the delivery of the Subscription Funds by the Escrow
Agent to the Company and the delivery of the Shares purchased in the Offering by
the Company to the Purchaser (or the Purchaser’s representative), together with
a copy of this Subscription Agreement.
ARTICLE
7
INDEMNIFICATION
Indemnification of the
Company
7.1 The
Purchaser agrees to indemnify and hold harmless the Company against and in
respect of any and all loss, liability, claim, damage, deficiency, and all
actions, suits, proceedings, demands, assessments, judgments, costs and expenses
whatsoever (including, but not limited to, attorneys' fees reasonably incurred
in investigating, preparing, or defending against any litigation commenced or
threatened or any claim whatsoever through all appeals) arising out of or based
upon any false representation or warranty or breach or failure by the Purchaser
to comply with any covenant, representation or other provision made by it herein
or in any other document furnished by it in connection with this Subscription,
provided, however, that such indemnity, when taken together with any other
indemnity provided to the Company pursuant to the Registration Rights Agreement,
shall in no event exceed the net proceeds received by the Company from the
Purchaser as a result of the sale of Securities to the Purchaser.
Indemnification
of the Purchaser
7.2 The
Company agrees to indemnify and hold harmless the Purchaser against and in
respect of any and all loss, liability, claim, damage, deficiency, and all
actions, suits, proceedings, demands, assessments, judgments, costs and expenses
whatsoever (including, but not limited to, attorneys' fees reasonably incurred
in investigating, preparing, or defending against any litigation commenced or
threatened or any claim whatsoever through all appeals) arising out of or based
upon any false representation or warranty or breach or failure by the Company to
comply with any covenant, representation or other provision made by it herein or
in any other document furnished by it in connection with this
Subscription.
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ARTICLE
8
GENERAL
PROVISIONS
Governing
Law
8.1 This
Subscription shall be governed by and construed under the law of the State of
Delaware without regard to its choice of law provision. Any disputes
arising out of, in connection with, or with respect to this Subscription, the
subject matter hereof, the performance or non-performance of any obligation
hereunder, or any of the transactions contemplated hereby shall be adjudicated
in a court of competent civil jurisdiction sitting in New Mexico and nowhere
else. The parties hereby consent to the service of process in any
such action or legal proceeding by means of registered or certified mail, return
receipt requested. The address for service of process shall be (a) to the
Company, at its corporate offices; and (b) to the Purchaser, at the address set
forth on the Signature Page hereto, or, in each case, to such other address as
each party shall subsequently furnish in writing to the other. In any action, suit or proceeding
brought by any party against any other party, the parties each knowingly and
intentionally, to the greatest extent permitted by applicable law, hereby
absolutely, unconditionally, irrevocably and expressly waive forever trial by
jury.
Successors
and Assigns
8.2 This
Subscription shall inure to the benefit of and be binding on the respective
successors and assigns of the parties hereto.
Execution
by Counterparts and Facsimile
8.3 This
Subscription may be executed in counterparts and by facsimile, each of which
when executed by any party will be deemed to be an original and all of which
counterparts will together constitute one and the same
Subscription.
Independent
Legal Advice
8.4 The
parties hereto acknowledge that they have each received independent legal advice
with respect to the terms of this Subscription and the transactions contemplated
herein or have knowingly and willingly elected not to do so.
Severability
8.5 If
any term, provision, covenant or restriction of this Subscription is held by a
court of competent jurisdiction to be invalid, illegal, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions set forth
herein shall remain in full force and effect and shall in no way be affected,
impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same
or substantially the same result as that contemplated by such term, provision,
covenant or restriction.
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Omnibus
Signature Page
8.6 This
Subscription Agreement is intended to be read and construed in conjunction with
the other documents pertaining to the issuance by the Company of the Shares to
Purchasers pursuant to the Memorandum. Accordingly, it is hereby
agreed that the execution by the Purchaser and the Company of this Subscription
Agreement, in the place set forth herein, shall constitute an agreement to be
bound by the terms and conditions of both this Subscription Agreement and the
Share Exchange Agreement by and among the Company, the Shareholders of the
Company and Framewaves (the “Reorganization”) with the same effect as if both
this Subscription Agreement and the Share Exchange Agreement were separately
signed. Accordingly, by signing this Subscription Agreement, the
Purchaser (i) understands that it is agreeing to exchange each share of the
Company’s common stock it purchases in this Private Offering for 1,000 shares of
Framewaves common stock; (ii) agrees to the terms of the Reorganization as it is
described in the Memorandum; and (iii) represents that it has independently
investigated Framewaves and agrees that it is the Purchaser’s intention to
acquire shares of Framewaves in exchange for the shares Purchaser is acquiring
of B6 Sigma. Purchaser represents and warrants that the Company may take any
actions necessary on its behalf to effect the Reorganization and deliver the
Framewaves shares to the Purchaser upon completion of the
Reorganization.
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B6 SIGMA,
INC.
OMNIBUS
SIGNATURE PAGE TO
AND
FRAMEWAVES
SHARE EXCHAGE AGREEMENT
(FOR THE
REORGANIZATION)
Purchaser
hereby elects to subscribe under the Subscription Agreement for a total amount
of $_____________ in Subscription Funds, which amount shall be for the purchase
of ______ B6 Sigma Shares at a price of $20.00 per Share.
Purchaser’s
signature below constitutes execution of both the Subscription Agreement and the
Framewaves Share Exchange Agreement (the “Reorganization”).
Date:
____________________ ,
2010.
If the
purchaser is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN
COMMON, or as COMMUNITY PROPERTY:
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Print
Name(s)
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Social
Security Number(s)
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Signature(s)
of Purchaser(s)
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Signature
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Date
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Address
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If the
purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or
TRUST:
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Name
of Partnership,
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Federal
Taxpayer
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Corporation,
Limited
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Identification
Number
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Liability
Company or Trust
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By:
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Name:
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State
of Organization
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Title:
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__________________,
2010
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Date
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Address
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1
B6 SIGMA,
INC.
OMNIBUS
SIGNATURE PAGE TO
SUBSCRIPTION
AGREEMENT
AND
FRAMEWAVES
SHARE EXCHAGE AGREEMENT
(FOR THE
REORGANIZATION)
B6
Sigma’s signature below constitutes execution of both the Subscription Agreement
and the Framewaves Share Exchange Agreement (the “Reorganization”).
ACCEPTED
AND AGREED TO
this ___
day of ___________, 2010.
B6
SIGMA, INC.
By:
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Name:
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Title:
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2
EXHIBIT
A-1 - ACCREDITED INVESTOR PAGE FOR U.S. PURCHASERS
The
undersigned Purchaser is an “accredited investor” as that term is defined in
Regulation D promulgated under the Securities Act by virtue of being (initial
all applicable responses):
A
small business investment company licensed by the U.S. Small Business
Administration under the Small Business Investment
Company Act of 1958,
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A
business development company as defined in the Investment Company Act of
1940,
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A
national or state-chartered commercial bank, whether acting in
an
individual
or fiduciary capacity,
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An
insurance company as defined in Section 2(13) of the Securities
Act,
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An
investment company registered under the Investment Company Act of
1940,
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An
employee benefit plan within the meaning of Title I of the Employee Retirement Income
Security Act of 1974, where the investment decision is made by a
plan fiduciary, as defined in Section 3(21) of such Act, which is either a
bank, insurance company, or registered investment advisor, or an employee
benefit plan which has total assets in excess of
$5,000,000,
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A
private business development company as defined in Section 202(a)(22) of
the Investment Advisors
Act of 1940,
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An
organization described in Section 501(c)(3) of the Internal Revenue Code,
a corporation or a partnership with total assets in excess of
$5,000,000,
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A
natural person (as opposed to a corporation, partnership, trust or other
legal entity) whose net worth, or joint net worth together with his/her
spouse, exceeds $1,000,000,
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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 Section 506(b)(2)(ii)
of Regulation D,
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A
natural person (as opposed to a corporation, partnership, trust or other
legal entity) whose individual income was in excess of $200,000 in each of
the two most recent years (or whose joint income with such person's spouse
was at least $300,000 during such years) and who reasonably expects an
income in excess of such amount in the current year, or
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A
corporation, partnership, trust or other legal entity (as opposed to a
natural person) and all of such
entity's equity owners fall into one or more of the categories enumerated
above.
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Name
of Purchaser (Print)
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Name
of Joint Purchaser (if any) (Print)
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Signature
of Purchaser
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Signature
of Joint Purchaser (if any)
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Capacity
of Signatory (for entities)
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Date
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1
EXHIBIT
B - WIRE INSTRUCTIONS
SIGNATURE
BANK
Account
Name: Signature Bank as Escrow Agent for B6 Sigma, Inc.
ABA#: 000000000
Account
#1501295724
SWIFT
Code: XXXXXX00
Signature
Bank
000
Xxxxx Xxx, 0xx XX
Xxx
Xxxx, XX 00000
Attn:
PCG# 311
Ref: [Insert
the Name of Subscriber exactly as it appears on the Omnibus Signature
Page]
2