Exhibit 10.12
SUBSCRIPTION AGREEMENT
The Board of Directors
MAX Internet Communications, Inc.
0000 Xxxxxxx Xxxx, Xxxxxx Xxxxx Xxxx
Xxxxxx, Xxxxx 00000
Gentlemen:
1. Subscription. On the terms set forth below, the undersigned hereby
subscribes for the shares of Common Stock (the "Shares") in MAX Internet
Communications, Inc., a Nevada corporation (the "Company") set forth on the
Signature Page. In connection with such subscription, the undersigned hereby
tenders to the Company two executed counterparts of this Subscription Agreement,
together with a check acceptable to the Company in an amount equal to the full
purchase price of the Shares subscribed for hereunder as set forth on the
Signature Page.
The undersigned understands and agrees that you may decline to accept this
subscription, in which case all instruments tendered herewith will be promptly
returned. If you accept this subscription, such acceptance will be signified by
executing the acknowledgment on the appropriate page of each copy hereof
tendered by the undersigned and causing one such acknowledged copy to be
returned to the undersigned.
2. Delivery of Information. The undersigned acknowledges receipt of the
Company's disclosure materials on file with the Securities and Exchange
Commission. In addition, the undersigned has received all other information
deemed material by the Subscriber to the making of an informed decision whether
to invest in the Company.
3. Representations, Warranties, and Covenants of the Undersigned. The
undersigned hereby represents and warrants to and covenants with the Company as
follows:
(a) The undersigned understands that the following information is being
furnished to determine whether sales of the Shares may be made to the
undersigned pursuant to Section 4(2) of the Securities Act of 1933 (the "1933
Act") and applicable state securities laws. The undersigned understands that the
information contained herein will be relied upon for purposes of such
determination and the Shares will not be registered under the 1933 Act in
reliance upon the exemption from registration provided by Section 4(2) of the
1933 Act. The undersigned represents and warrants to the Company and its
officers, directors, agents and employees that (i) the information contained
herein is complete and accurate and may be relied upon by such parties and (ii)
the undersigned will notify the Company immediately of any change in any of such
information occurring prior to the closing of the purchase of any Shares by the
undersigned. All information furnished herein or hereby is for the sole use of
the Company and the Company's representatives and counsel and will be held in
confidence by such persons, except that this Agreement may be furnished to such
parties as may be deemed desirable to establish compliance with federal, state
or foreign securities laws.
SUBSCRIPTION AGREEMENT Page 1
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(b) The undersigned has adequate net worth and means of providing for
his current needs and possible personal contingencies, and the undersigned has
no need, and anticipates no need in the foreseeable future, to sell the Shares
for which the undersigned hereby subscribes. The undersigned is able to bear the
economic risks of this investment and, consequently, without limiting the
generality of the foregoing, the undersigned is able to hold his Shares for an
indefinite period of time and has a sufficient net worth to sustain a loss of
his entire investment in the Company in the event such loss should occur. The
overall commitment by the undersigned to investments that are not readily
marketable is not disproportionate to his net worth, and his acquisition of
Shares will not cause such overall commitment to become excessive. The
undersigned is an "Accredited Investor" as defined by SEC Regulation D.
(c) The undersigned has such knowledge and experience in financial and
business matters that the undersigned is capable of evaluating the merits and
risks of an investment in the Shares.
(d) The undersigned has received and read and is familiar with the
materials described above, and the undersigned confirms that all documents,
records, and books pertaining to the undersigned's proposed investment in the
Company have been made available to the undersigned.
(e) The undersigned has had an opportunity to ask questions of and
receive satisfactory answers from the Company, or any person or persons acting
on the Company's behalf, concerning the terms and conditions of this investment,
and all such questions have been answered to the full satisfaction of the
undersigned.
(f) The Shares for which the undersigned hereby subscribes will be acquired
for the undersigned's own account for investment and not with the view toward
resale or redistribution in a manner which would require registration under the
1933 Act, and the undersigned does not now have any reason to anticipate any
change in the undersigned's circumstances or other particular occasion or event
which would cause the undersigned to sell his Shares.
(g) The undersigned represents that it has been called to his attention,
that an investment in the Shares involves a high degree of risk which may result
in the loss of the total amount of the undersigned's investment.
(h) The undersigned is now a bona fide individual resident of the state set
forth herein and the address and social security number or federal tax
identification number set forth herein is the true and correct residence and
social security number or federal tax identification number of the undersigned.
The undersigned has no present intention of becoming a resident of any other
state or jurisdiction.
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(i) The undersigned acknowledges that the Company has made available to the
undersigned or the undersigned's personal advisors the opportunity to obtain
additional information to verify the accuracy of the information contained in
the disclosure materials and to evaluate the merits and risks of this
investment, including, but not limited to, the income tax consequences of the
investment. The undersigned represents that, by reason of his business and
financial experience, the undersigned has acquired the capacity to protect his
own interest in investments of this nature. In reaching the conclusion that the
undersigned desires to acquire the Shares, the undersigned has carefully
evaluated his financial resources and investment position and the risks
associated with this investment and acknowledges that he is able to bear the
economic risks of this investment.
(j) The Shares has been offered to the undersigned without any form of
general solicitation or advertising of any type by or on behalf of the Company
or any of its officers, directors, employees or agents, or any other person.
(k) The undersigned understands that neither the Securities Exchange
Commission nor any securities administrator of any state has made any finding or
determination relating to the fairness of an investment in the Shares and that
neither the Securities Exchange Commission nor any securities administrator of
any state has or will recommend or endorse any offering of the Shares.
4. Limitation on Transfer of Shares. The undersigned acknowledges that he
is aware that there are substantial restrictions on the transferability of the
Shares. The Shares will not be registered under the 1933 Act or of applicable
state securities laws, and the Shares may not be, and the undersigned agrees
that it shall not be, sold unless such sale is registered or exempt from such
registration under the 1933 Act or state securities laws or regulations. The
undersigned further acknowledges that the Company is under no obligation to aid
him in obtaining any exemption from the registration requirements. The
undersigned also acknowledges that he shall be responsible for compliance with
all conditions on transfer imposed by any securities administrator of any state
and for any expenses incurred by the Company for legal or accounting services in
connection with reviewing such a proposed transfer and/or issuing an opinion in
connection therewith. The Company agrees that, within nine months from the date
hereof, it will file a registration statement covering open market resales of
the Shares.
5. Compliance with Securities Laws. The undersigned understands and
agrees that the following restrictions and limitations are applicable to the
undersigned's purchase and resales or other transfers of the Shares pursuant to
the 1933 Act.
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(a) The undersigned agrees that the Shares shall not be sold or otherwise
transferred unless the Shares are registered under the 1933 Act and state
securities laws or are exempt therefrom.
(b) A legend in substantially the following form has been or will be placed
on the certificate(s) or other document(s), if any, evidencing the Shares:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY
NOT BE SOLD OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED
FOR SUCH TRANSFER OF THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY
BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE
IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED OR APPLICABLE STATE
SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER.
(c) Stop transfer instructions have been or will be imposed with respect to
the Shares so as to restrict resale or other transfer thereof, subject to the
further items hereof, including the provisions of the legend set forth in
subparagraph (b) above.
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IN WITNESS WHEREOF, subject to acceptance by the Company, the undersigned has
completed this Subscription Agreement to evidence his subscription for the
Shares set forth below:
Total subscription amount: $1,000,000
Number of Shares: 125,000
Shares To Be Registered as follows:
PRIVATE EQUITY JAPAN CO., LTD.
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Address Signature
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Name(s) typed or printed
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Tax I.D. Number
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Subscription Accepted:
MAX Internet Communications, Inc.
By: _____________________________________
Name: ___________________________________
Title: ____________________________________
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