EXHIBIT 10.2
PCSUPPORT. COM, INC.
SUBSCRIPTION AGREEMENT
----------------------
Subject to the terms and conditions of this Subscription Agreement (this
"Agreement"), the undersigned subscriber (the "Subscriber") hereby subscribes
for and undertakes to purchase the number of shares of common stock of
XXXxxxxxx.xxx, Inc. (the "Company") as indicated on the Subscriber Signature
Page of this Agreement (the "Subscribed Shares"), 15,000 at a price per Share of
$4.62, and 35,000 shares at $5.50. The Subscriber acknowledges that his/her/its
subscription under this Agreement is subject to the Company's acceptance of this
subscription, which acceptance will be evidenced by the Company's
countersignature on the Subscriber Signature Page. All references are to United
States currency unless otherwise indicated.
In connection with this subscription, and intending to be legally bound,
the Subscriber hereby agrees with the Company as follows:
1. Closing.
-------
The Company following acceptance of this subscription shall by notice to
the Subscriber establish a date (the "Closing Date") for a closing at which the
Company will issue to the Subscriber the Subscribed Shares and the Subscriber
shall pay to the Company the aggregate purchase price for the Subscribed Shares
indicated on the Subscriber Signature Page of this Agreement (the "Purchase
Price"). The Subscriber shall pay the Purchase Price to the Company by delivery
to the Company of a promissory note in the form attached hereto as Exhibit A.
2. Representations and Warranties of the Subscriber.
------------------------------------------------
The sale of the Subscribed Shares to the Subscriber is conditional upon
such sale being exempt from the prospectus and registration requirements of all
applicable securities legislation and policies. In this regard, by execution of
this Agreement, the Subscriber hereby covenants with, and represents and
warrants to the Company as follows:
(a) This Agreement has been duly and validly executed and delivered by the
Subscriber and constitutes a valid and binding obligation of the
Subscriber enforceable against him/her/it in accordance with its
terms, except as enforcement may be limited by general principles of
equity, whether applied in a court of law or a court of equity, and by
bankruptcy, insolvency and similar laws affecting creditors' rights
and remedies generally. If the Subscriber is an entity rather than an
individual, (i) the Subscriber is duly organized, validly existing,
and in good standing under the laws of the jurisdiction in which it is
organized and has the power and authority to enter into, and perform
its obligations under, this Agreement; and (ii) this Agreement has
been duly authorized by all necessary action on behalf of the
Subscriber.
(b) The Subscriber understands and acknowledges that (i) the Subscribed
Shares have not been registered under the Securities Act of 1933, as
amended (the "Securities Act") and are therefore restricted
securities; (ii) the Subscribed Shares may not be sold or transferred
unless they are registered under the Securities Act or an exemption
from such registration is available; and (iii) a legend to that effect
will be placed on the certificates representing the Subscribed Shares.
(c) The Subscriber has been granted the opportunity to investigate the
business and affairs of the Company and to ask questions of its
officers and employees, and has availed himself/herself/itself of such
opportunity either directly or through his/her/its authorized
representatives.
(d) The Subscriber is a resident of the state of the United States
indicated below his/her/its name on the Subscriber Signature Page and
is an accredited investor as defined on Exhibit B attached hereto.
(e) The Subscriber is knowledgeable, sophisticated and experienced in
business and financial matters and is capable of evaluating the merits
and risks of an investment in the Subscribed Shares and is able to
bear the economic risk of loss of such an investment therein.
(f) The decision to enter into this Agreement and to purchase the
Subscribed Shares has not been made through or as a result of, any
advertisement or general solicitation and the Subscriber is not aware
of any advertisement or general solicitation accompanying the
distribution of the Subscribed Shares.
(g) The Subscriber is purchasing Subscribed Shares having an aggregate
acquisition cost of at least Cdn $97,000 as principal for its own
account, and not for the benefit of any other person or company.
(h) If the Subscriber is a corporation or a partnership, syndicate or
other form of unincorporated organization, the Subscriber existed
prior to the offering of the Shares and has a bona fide purpose other
than investment in the Subscribed Shares, was not incorporated or
created solely, nor is it being used primarily, to permit purchases
without a prospectus under securities legislation exemptions that
provide minimum acquisition costs for purchasers.
(i) The Subscriber is purchasing Subscribed Shares for investment only and
not with a view to resale or distribution.
(j) The Subscriber understands and acknowledges that any sale by it of the
Subscribed Shares purchased by the Subscriber hereunder is subject to
restrictions under securities laws (including the laws of British
Columbia) and that the Subscriber will be responsible for compliance
with such of these restrictions as are then applicable.
(k) The Subscriber will provide the Company with such information and
execute such documents, including certificates and statutory
declarations, as the Company may reasonably require from time to time
to establish any of the foregoing matters that the Subscriber has
represented and warranted in this Section 3.
(l) The Subscriber has been provided with a copy of and has reviewed (i)
Amendment No. 2 to the Company's Registration Statement on Form 10-SB,
(ii) the Company's Quarterly Report on Form 10-QSB for the quarter
ended December 31, 1999, (iii) the Company's Prospectus dated June 23,
2000, and (iv) the Company's investor relations materials.
3. Miscellaneous.
This Agreement (a) constitutes the entire agreement between the parties
hereto with respect to the subject matter hereof and supersedes all other prior
agreements and understandings, both written and oral, among the parties, or any
of them, with respect to the subject matter hereof; (b) shall not be amended,
altered or modified in any manner whatsoever, except by a written instrument
executed by the parties hereto; and (c) shall be governed in all respects,
including validity, interpretation and effect, by the laws of the State of
California (without giving effect to the provisions thereof relating to
conflicts of law).
[Subscriber Signature Page follows.]
SUBSCRIBER SIGNATURE PAGE
This is the Subscriber Signature Page of the Subscription Agreement between
the Subscriber named below and XXXxxxxxx.xxx, Inc. (the "Company") relating to
such Subscriber's purchase of shares of common stock of the Company. The
Subscriber hereby accepts and agrees to be bound in full by the terms and
conditions of the Subscription Agreement.
Name of Subscriber: Coffin Partners, LLC, Series C
Address of Subscriber: 00000 Xxxxxxx Xxxx., Xxxxx 000
Xxxxxxx Xxxx, XX 00000
Number of Shares
Subscribed for: 15,000 shares @$4.62 plus 35,000 @$5.50
Total Purchase Price: $261,800.00
SUBSCRIBER SIGNATURE:
/s/ Xxxxxxx X. Xxxxxx
----------------------------------------------------------------
Xxxxxxx X. Xxxxxx
Dated: 7-26-00
-------------------------
At Xxxxxxx Oaks, California
(city) (state)
ACCEPTED BY XXXXXXXXX.XXX, INC:
By: /s/ Xxxxx X. Xxxxx
---------------------------------------
Date: 26 Jul 00
-------------------------
EXHIBIT B
DEFINITION OF ACCREDITED INVESTOR
An "accredited investor" means:
(i) a natural person who either (a) has (along with his/her spouse) a
net worth which exceeds $1,000,000 at the time of the purchase or
(b) has had an individual income in excess of $200,000 (or a joint
income with his/her spouse which exceeds $300,000) for each of the
two most recent years and has a reasonable expectation of reaching
the same income level (or joint income level) in the current year;
(ii) any bank or savings and loan association acting in its individual or
fiduciary capacity, any registered broker-dealer, insurance company,
registered investment company, business development company, small
business investment company or employee benefit plan (a) if the
investment decision is made by a fiduciary which is a bank, savings
and loan association, insurance company or registered investment
advisor or (b) if the plan has total assets in excess of $5,000,000
or (c) if a self-directed plan, the investment decisions are made
solely by persons that are accredited investors;
(iii) any private business development company;
(iv) any organization under section 501(c)(3) of the Internal Revenue
Code, corporation, Massachusetts or similar business trust or
partnership, not formed for the specific purpose of acquiring the
securities offered, with total assets in excess of $5,000,000;
(v) any trust with assets in excess of $5,000,000 not formed for the
specific purpose of buying the securities offered, whose purchase is
directed by a "sophisticated person";
(vi) any director or executive officer of the issuer; or
(vii) any entity in which all equity owners are accredited investors.
