SUBSCRIPTION AGREEMENT FOR THE PURCHASE OF UNITS OF Phoenix International Ventures, Inc. (each Unit consists of two shares of common stock and one Warrant to purchase one share) November , 2007
FOR
THE
PURCHASE
OF UNITS OF
(each
Unit consists of two shares of common stock and one Warrant to purchase one
share)
November ,
2007
-1-
SUBSCRIPTION
AGREEMENT FOR THE PURCHASE OF UNITS
PHOENIX
INTERNATIONAL VENTURES, INC., a
Nevadacorporation
(the “Company”)
is offering (this “Offering”)for
sale to certain individuals (the
“Investors”) up
to 350,000 units (the
“Offering”). Each Unit consists of two shares of common stock and one
warrant to purchase common stock (the “Warrants”). Each Warrant is
excercisable for a period of two years at an exercise price of $1.00 per
share. The Units are offered at $1.40 per Unit.
The
subscription for the Units will be made in accordance with and subject to the
terms and conditions of this Subscription Agreement. The minimum
investment amount that may be purchased by an Investor is $5,600 worth of Units
(4,000 Units) (the “Minimum
Investor Purchase”); provided
however, the
Company may in its sole discretion, accept an Investor subscription for an
amount less than the Minimum Investor Purchase.
The
Shares of Common Stock and the shares underlying the Warrants (the “Warrant
Shares”) are entitled to certain registration rights as provided herein
The
Company will offer the Units to no more than 35 investors who are not
“accredited investors” (as defined in Rule 501 of Regulation D promulgated under
the Securities Act of 1933, as amended (the “Securities
Act”)).
Although
the Units will be offered by the Company’s officers, directors and employees,
who will receive no direct compensation for selling such Units, the Company
may
use registered broker/dealers and others (“Agents”)
to place Units and may pay to such persons a commission of up to 10% of the
investment. The Offering will terminate on December 31, 2007 unless
extended by the Company in its sole discretion to a date no later than January
31, 2008.
The
Company and the Agents, if any, may (but are not obligated to) purchase and/or
have their respective employees, agents, officers, directors and affiliates
subscribe and purchase Units in the Offering. The Company is
currently indebted to ▇▇▇▇▇ ▇▇▇▇, the Company’s president, in the amount of
$509,000. ▇▇. ▇▇▇▇ may, but is not obligated to, convert a portion of
such indebtedness (not to exceed $150,000) on the same terms as set forth herein
($1.40 per Unit). If the Company rejects a subscription, either in
whole or in part (which decision is in their sole discretion), the rejected
subscription funds or the rejected portion thereof will be returned promptly
to
such subscriber without interest accrued thereon.
Questions
regarding completion of the
subscription documents should be directed to Niv ▇▇▇▇▇▇▇▇▇
at [775 882 9700 or ▇▇▇ ▇▇▇ ▇▇▇▇ or ▇▇▇_▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇]
-2-
NASAA
UNIFORM LEGEND
IN
MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION
OF
THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS
INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE
SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING
AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS
DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-3-
▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies
and Gentlemen:
1. Subscription. The
undersigned (the “Subscriber”),
intending to be legally bound, hereby irrevocably agrees to purchase such number
of Units (the “Units”),
of Phoenix International Ventures, Inc. (the “Company”)
at a purchase price of $1.40 per Unit as set forth on the Signature page to
this
Subscription Agreement. This subscription is
submitted to you in
accordance with and subject to the terms and conditions of this Subscription
Agreement and the Company’s Confidential Private Placement Memorandum used for
the Offering (the “Memorandum”). The
Company is offering up to 350,000 Units. The Offering is being made
pursuant to Regulation D promulgated under the Securities Act of 1933, as
amended (the “Securities Act”).
The
Shares and the shares of common stock underlying the Warrants (the “Warrant
Shares”) are entitled to certain registration rights as provided herein.
2.
Payment. The
Subscriber encloses herewith a check payable to, or will immediately make a
wire
transfer payment to, “Phoenix International Ventures, Inc.” in the full amount
of the purchase price of the Units being subscribed for. Together
with the check for, or wire transfer of, the full purchase price, the Subscriber
is delivering a completed and executed Omnibus Signature Page to this
Subscription Agreement along with a completed and executed Accredited Investor
Certification, annexed hereto as Annex
A.
3.
Acceptance of
Subscription. The Subscriber understands and agrees that the
Company, in itssole discretion, reserves the right to accept or reject this
or
any other subscription for the Units, in whole or in part, notwithstanding
prior
receipt by the Subscriber of notice of acceptance of this or any other
subscription. The Company will have no obligation hereunder until the
Company executes and delivers to the Subscriber an executed copy of this
Subscription Agreement. If Subscriber’s subscription is rejected in
whole or the Offering is terminated, all funds received from the Subscriber
will
be returned without interest, penalty, expense or deduction, and this
Subscription Agreement will thereafter be of no further force or
effect. If Subscriber’s subscription is rejected in part, the funds
for the rejected portion of such subscription will be returned without interest,
penalty, expense or deduction, and this Subscription Agreement will continue
in
full force and effect to the extent such subscription was accepted.
4.
Representations and Warranties
of the Subscriber. The Subscriber hereby acknowledges,
represents, warrants, and agrees as follows:
(a) None
of
the Units or the underlying Shares are registered under the Securities Act
of
1933, as amended (the “Securities
Act”), or any state securities laws. The Subscriber
understands that the offering and sale of the Shares is intended to be exempt
from registration under the Securities Act, by virtue of Section 4(2) thereof
and the provisions of Regulation D promulgated thereunder, based, in part,
upon
the representations, warranties and agreements of the Subscriber contained
in
this Subscription Agreement;
(b) The
Subscriber and the Subscriber’s attorney, accountant, purchaser representative
and/or tax advisor, if any (collectively, “Advisors”),
have received this Subscription Agreement and all other documents requested
by
the Subscriber or its Advisors, if any, have carefully reviewed them and
understand the information contained therein, prior to the execution of this
Subscription Agreement;
(c) Neither
the Securities and Exchange Commission (the “Commission”)
nor any state securities commission has approved the Offering or any of the
Securities, or passed upon or endorsed the merits of the Offering or confirmed
the accuracy or determined the adequacy of the Offering. The Offering
has not
-4-
(d) been
reviewed by any federal, state or other regulatory authority. Any
representation to the contrary is a criminal offense. The Units, and
securities comprising the Units are subject to restrictions on transferability
and resale and may not be transferred or resold except as permitted under the
Securities Act, and the applicable state securities laws, pursuant to
registration or exemption therefrom. Investors should be aware that
they will be required to bear the financial risks of this investment for an
indefinite period of time;
(e) All
documents, records, and books pertaining to the investment in the Units have
been made available for inspection by the Subscriber and its Advisors, if
any;
(f) The
Subscriber and its Advisors, if any, have had a reasonable opportunity to ask
questions of and receive answers from a person or persons acting on behalf of
the Company concerning the offering of the Units and the business, financial
condition, results of operations and prospects of the Company, and all such
questions have been answered by the Company to the full satisfaction of the
Subscriber and its Advisors, if any;
(g) In
evaluating the suitability of an investment in the Company, the Subscriber
has
not relied upon any representation or other information (oral or written) other
than as stated herein;
(h) The
Subscriber is unaware of, is in no way relying on, and did not become aware
of
the Offering directly and/or indirectly through or as a result of, any form
of
general solicitation or general advertising including, without limitation,
any
press release, filing by the Company with the Commission, article, notice,
advertisement or other communication published in any newspaper, magazine or
similar media or broadcast over television, radio or over the internet, in
connection with the Offering and sale of the Units and is not subscribing for
Units and did not become aware of the offering through or as a result of any
seminar or meeting to which the Subscriber was invited by, or any solicitation
of a subscription by, a person not previously known to the Subscriber in
connection with investments in securities generally;
(i) The
Subscriber has taken no action which would give rise to any claim by any person
for brokerage commissions, finders’ fees or the like relating to this
Subscription Agreement or the transactions contemplated hereby (other than
commissions to be paid by the Company to any agents);
(j) The
Subscriber, either alone or together with its Advisors, if any, have such
knowledge and experience in financial, tax, and business matters, and, in
particular, investments in securities, so as to enable them to utilize the
information made available to them in connection with the offering of the Units
to evaluate the merits and risks of an investment in the Units and the Company
and to make an informed investment decision with respect thereto;
(k) The
Subscriber is not relying on the Company, any Agent or any of their respective
employees or agents with respect to the legal, tax, economic and related
considerations of an investment in the Units, and the Subscriber has relied
on
the advice of, or has consulted with, only its own Advisors;
(l) The
Subscriber is acquiring the Units (and the securities included therein) solely
for such Subscriber’s own account for investment and not with a view to resale
or distribution thereof, in whole or in part. The Subscriber has no
agreement or arrangement, formal or informal, with any person to sell or
transfer all or any of the securities and the Subscriber has no plans to enter
into any such agreement or arrangement;
(m) The
purchase of the Units represents high risk capital and the Subscriber is able
to
afford an investment in a speculative venture having the risks and objectives
of
the Company. The Subscriber must bear the substantial economic risks
of the investment in the Units indefinitely because none of the securities
included in the Units may be sold, hypothecated or otherwise disposed of unless
subsequently registered under the Securities Act and applicable state securities
laws or an exemption from such registration is available. Legends
will be placed on the Securities to the effect that they have not been
registered under the Securities Act or applicable state securities laws and
appropriate notations thereof will be made in the Company’s stock
books.
-5-
(n) The
Company has agreed that purchasers of the Units will have, with respect to
the
Units the registration rights described herein. Notwithstanding such registration
rights, trading volume in the Common Stock is extremely limited and sporadic
and
as such, there is currently limited liquidity in the Common Stock and there
can
be no assurance when, if ever, a more liquid market for the Common Stock will
develop; or if any registration statement covering the underlying shares will
be
declared effective by the SEC;
(o) The
Subscriber has adequate means of providing for such Subscriber’s current
financial needs and foreseeable contingencies and has no need for liquidity
of
the investment in the Units for an indefinite period of time;
(p) The
Subscriber is aware that an investment in the Units involves a number of very
significant risks and has carefully read and considered the matters set forth
herein; and in the Risk Factors attached as Annex B;
(q) The
Subscriber has truthfully and accurately completed the Accredited Investor
Certification contained herein;
(r) The
Subscriber: (i) if a natural person, represents that the Subscriber has reached
the age of 21 and has full power and authority to execute and deliver this
Subscription Agreement 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 Units,
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 Agreement and
all
other related agreements or certificates and to carry out the provisions hereof
and thereof and to purchase and hold the securities constituting the Units,
the
execution and delivery of this Subscription Agreement has been duly authorized
by all necessary action, this Subscription Agreement 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 Agreement in a
representative or fiduciary capacity, represents that it has full power and
authority to execute and deliver this Subscription Agreement in such capacity
and on behalf of the subscribing individual, ▇▇▇▇, partnership, trust, estate,
corporation, or limited liability company or partnership, or other entity for
whom the Subscriber is executing this Subscription Agreement, and such
individual, partnership, ▇▇▇▇, trust, estate, corporation, or limited liability
company or partnership, or other entity has full right and power to perform
pursuant to this Subscription Agreement and make an investment in the Company,
and represents that this Subscription Agreement constitutes a legal, valid
and
binding obligation of such entity. The execution and delivery of this
Subscription Agreement will not violate or be in conflict with any order,
judgment, injunction, agreement or controlling document to which the Subscriber
is a party or by which it is bound;
(s) The
Subscriber represents to the Company that any information which the undersigned
has heretofore furnished or is furnishing herewith to the Company or any Agent
is complete and accurate and may be relied upon by the Company in determining
the availability of an exemption from registration under Federal and state
securities laws in connection with the Offering as described in the
Memorandum. The Subscriber further represents and warrants 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 Units;
(t) The
Subscriber has significant prior investment experience, including investments
in
private, non-traded, non-listed and non-registered securities. The
Subscriber is knowledgeable about investments in small and thinly capitalized
businesses. The Subscriber has a sufficient net worth to sustain a
loss of its entire investment in the Company in the event such a loss should
occur. The Subscriber’s overall commitment to investments which are
not readily marketable is not excessive in view of the Subscriber’s
net
-6-
(u) worth
and
financial circumstances and the purchase of the Securities will not cause such
commitment to become excessive. This investment in the Company’s
Securities is a suitable one for the Subscriber;
(v) No
oral
or written representations have been made, or oral or written information
furnished, to the Subscriber or its Advisors, if any, in connection with the
Offering which are in any way inconsistent with the information contained in
the
Memorandum;
(w) Within
five (5) days after receipt of a request from the Company, the Subscriber will
provide such information and deliver such documents as may reasonably be
necessary to comply with any and all laws and ordinances to which the Company
is
subject;
(x) THE
SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OR
THE SECURITIES LAWS OF ANY STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE
ON
EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH
LAWS. THE SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND
RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID
ACT
AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE
SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSION, ANY STATE
SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE
FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR
THE
ACCURACY OR ADEQUACY OF THIS AGREEMENT. ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL;
(y) The
Subscriber hereby represents, warrants, agrees and covenants to and with the
Company that the Subscriber has not, directly and/or indirectly, previously
had
and/or maintained and/or currently has, and/or in the future will not make
or
maintain a “short” position in the Company’s securities and will not encourage
and/or facilitate the same by any third party.
(z) The
Subscriber has read this Agreement in its entirety including, but not limited
to, the Section therein entitled “Risk Factors,” and understands fully to its
full satisfaction all information and terms included in this
Agreement. The subscriber also acknowledges that they have reviewed
the Company’s 10-QSB for the quarter ended September 30, 2007 as filed with the
SEC.
5.
Representations and Warranties
of the Company. The Company hereby acknowledges, represents,
warrants, and agrees as follows:
(aa) The
Company is an entity duly organized, validly existing and in good standing
under
the laws of the state of its incorporation with the requisite corporate power
and authority to own and use its properties and assets and to carry on its
business as currently conducted. The Company is not in violation of
any of the provisions of its certificate of formation, by-laws or other
organizational or charter documents including, but not limited to, all documents
setting forth and/or establishing the terms, rights, conditions and/or
limitations of any of the Company’s Common Stock and (the “Internal
Documents”). The Company is duly qualified to conduct business
and is in good standing as a foreign corporation in each jurisdiction in which
the nature of the business conducted or property owned by it makes such
qualification necessary, except where the failure to be so qualified or in
good
standing, as the case may be, would not result in a direct and/or indirect
(i)
material adverse effect on the legality, validity or enforceability of any
of
the Securities and/or this Subscription Agreement, (ii) material adverse effect
on the results of operations, assets, business or financial condition of the
Company, or (iii) material adverse effect on the Company’s ability to perform in
any material respect on a timely basis its obligations under this Subscription
Agreement.
-7-
(bb) The
Company has the requisite corporate power and authority to enter into and to
consummate the transactions contemplated herein and otherwise to carry out
its
obligations hereunder. The execution and delivery of this Agreement
and the consummation by it of the transactions contemplated hereby have been
duly authorized by all necessary action on the part of the Company and no
further corporate action is required by the Company in connection
therewith. This Agreement has been (or upon delivery will have been)
duly executed by the Company and, when delivered in accordance with the terms
hereof, will constitute the valid and binding obligation of the Company
enforceable against the Company in accordance with its terms except as limited
by applicable bankruptcy, insolvency, reorganization, moratorium and other
laws
of general application affecting enforcement of creditors’ rights
generally.
(cc) The
execution, delivery and performance of the condition of this Agreement by the
Company and the consummation by the Company of the transactions contemplated
thereby, do not and will not (i) conflict with or violate any provision of
the
Company’s Internal Documents, (ii) conflict with, or constitute a default (or an
event that with notice or lapse of time or both would become a default) under,
or give to others any rights of termination, amendment, acceleration or
cancellation (with or without notice, lapse of time or both) of, any material
agreement, credit facility, debt or other instrument (evidencing a Company
debt
or otherwise), or other understanding to which the Company is a party or by
which any property or asset of the Company is bound or affected, or (iii) result
in a violation of any law, rule, regulation, order, judgment, injunction, decree
or other restriction of any court or governmental authority to which the Company
is subject (including federal and state securities laws and regulations), or
by
which any property or asset of the Company is bound or affected.
(dd) The
Company has an aggregate of 7,096,000 shares of common stock issued and
outstanding as of the date hereof.
(ee) The
Company will utilize any proceeds raised in the Offering for working capital
and
the repayment of its currently existing indebtedness.
(ff) Piggyback
Registration Rights. If, at any time during
the
period ending two years from the date hereof there is not an effective
Registration Statement covering the Shares and the Warrant Shares (for purposes
of this Section, the “Registration Securities”) and the Company shall determine
to prepare and file with the Commission a registration statement relating to
an
offering for its own account or the account of others under the Securities
Act
of any of its equity securities, other than on Form S-4 or Form S-8 (each as
promulgated under the Securities Act) or any post-effective amendment to
existing registration statements or their then equivalents relating to equity
securities to be issued solely in connection with any acquisition of any entity
or business or equity securities issuable in connection with stock option or
other employee benefit plans, then the Company shall send to each Holder a
written notice of such determination at least twenty (20) days prior to the
filing of any such registration statement and shall include in such registration
statement all Registrable Securities; provided, however, that (i) if, at
any time after giving written notice of its intention to register any securities
and prior to the effective date of the registration statement filed in
connection with such registration, the Company determines for any reason not
to
proceed with such registration, the Company will be relieved of its obligation
to register any Registrable Securities in connection with such registration,
and
(ii) in case of a determination by the Company to delay registration of its
securities, the Company will be permitted to delay the registration of
Registrable Securities for the same period as the delay in registering such
other securities.
6.
Indemnification. The
Subscriber agrees to indemnify and hold harmless the Company, any Agents and
each of their respective officers, directors, employees, agents, attorneys,
control persons and affiliates from and against all losses, liabilities, claims,
damages, costs, fees and expenses whatsoever (including, but not limited to,
any
and all expenses incurred in investigating, preparing or defending against
any
litigation commenced or threatened) based upon or arising out of any actual
or
alleged false acknowledgment, representation or warranty, or misrepresentation
or omission to state a material fact, orbreach by the
Subscriber of any covenant or agreement made by the Subscriber herein or in
any
other document delivered by or on behalf of the Subscriber in connection with
this Subscription Agreement.
-8-
7.
Irrevocability; Binding
Effect. The Subscriber hereby acknowledges and agrees that the
subscription hereunder is irrevocable by the Subscriber, except as required
by
applicable law, and that this Subscription Agreement will survive the death
or
disability of the Subscriber and will be binding upon and inure to the benefit
of the parties and their heirs, executors, administrators, successors, legal
representatives, and permitted assigns. If the Subscriber is more
than one person, the obligations of the Subscriber hereunder will be joint
and
several and the agreements, representations, warranties and acknowledgments
herein will be deemed to be made by and be binding upon each such person and
such person’s heirs, executors, administrators, successors, legal
representatives and permitted assigns.
8.
Modification. This
Subscription Agreement will not be modified or waived except by an instrument
in
writing signed by the party against whom any such modification or waiver is
sought.
9.
Notices. Any
notice or other communication required or permitted to be given hereunder will
be in writing and will be mailed by certified mail, return receipt requested,
or
delivered against receipt to the party to whom it is to be given (a) if to
the
Company, at the address set forth above or (b) if to the Subscriber, at the
address set forth on the signature page hereof (or, in either case, to such
other address as the party will have furnished in writing in accordance with
the
provisions of this Section
9). Any notice or other communication given by certified mail
will be deemed given at the time of certification thereof, except for a notice
changing a party’s address which will be deemed given at the time of receipt
thereof.
10.
Assignability. This
Subscription Agreement and the rights, interests and obligations hereunder
are
not transferable or assignable by the Subscriber and the transfer or assignment
of the Units will be made only in accordance with all applicable laws and the
applicable Offering documents.
11.
Applicable
Law. This Subscription Agreement will be governed by and
construed exclusively under the laws of the State of New York as applied to
agreements among New York residents entered into and to be performed entirely
within New York. Each of the parties hereto (1) agree that any legal
suit, action or proceeding arising out of or relating to this Subscription
Agreement will be instituted exclusively in New York State Supreme Court, County
of New York, or in the United States District Court for the Southern District
of
New York, (2) waive any objection which the Company may have now or hereafter
to
the venue of any such suit, action or proceeding, and (3) irrevocably consent
to
the jurisdiction of the New York State Supreme Court, County of New York, and
the United States District Court for the Southern District of New York in any
such suit, action or proceeding. Each of the parties hereto further
agrees to accept and acknowledge service of any and all process which may be
served in any such suit, action or proceeding in the New York State Supreme
Court, County of New York, or in the United States District Court for the
Southern District of New York and agree that service of process upon it mailed
by certified mail to its address will be deemed in every respect effective
service of process upon it, in any such suit, action or
proceeding. THE PARTIES HERETO AGREE TO WAIVE THEIR RESPECTIVE RIGHTS
TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF
THIS SUBSCRIPTION AGREEMENT OR ANY DOCUMENT OR AGREEMENT CONTEMPLATED
HEREBY.
12.
Blue Sky
Qualification. The purchase of Shares under this Subscription
Agreement is expressly conditioned upon the exemption from qualification of
the
offer and sale of the Units from applicable Federal and state securities
laws. The Company will not be required to qualify this transaction
under the securities laws of any jurisdiction and, should qualification be
necessary, the Company will be released from any and all obligations to maintain
its offer, and may rescind any sale contracted, in the jurisdiction.
-9-
13.
Use of
Pronouns. All pronouns and any variations thereof used herein
will be deemed to refer to the masculine, feminine, neuter, singular or plural
as the identity of the person or persons referred to may require.
14.
Miscellaneous.
(aa)
This Subscription Agreement, constitutes the entire agreement between the
Subscriber and the Company with respect to the subject matter hereof and
supersede all prior oral or written agreements and understandings, if any,
relating to the subject matter hereof. The terms and provisions of this
Subscription Agreement may be waived, or consent for the departure therefrom
granted, only by a written document executed by the party entitled to the
benefits of such terms or provisions.
(bb)
Each of the Subscriber’s representations and warranties made in this
Subscription Agreement will survive the execution and delivery hereof and
delivery of the Units for a period of twelve (12) months from the date of
issuance.
(cc)
Each of the parties hereto will pay its own fees and expenses (including the
fees of any attorneys, accountants, appraisers or others engaged by such party)
in connection with this Subscription Agreement and the transactions contemplated
hereby whether or not the transactions contemplated hereby are
consummated.
(gg) This
Subscription Agreement may be executed in one or more counterparts each of
which
will be deemed an original, but all of which will together constitute one and
the same instrument.
(hh) Each
provision of this Subscription Agreement will be considered separable and,
if
for any reason any provision or provisions hereof are determined to be invalid
or contrary to applicable law, such invalidity or illegality will not impair
the
operation of or affect the remaining portions of this Subscription
Agreement.
(ii) Paragraph
titles are for descriptive purposes only and will not control or alter the
meaning of this Subscription Agreement as set forth in the text.
-10-
OMNIBUS
SIGNATURE PAGE TO
SUBSCRIPTION
AGREEMENT
Subscriber
hereby elects to purchase a total of ______ Units at a price of $1.40 per Unit
(NOTE: to be completed by the Subscriber) and agrees to all of the terms and
conditions of this Subscription Agreement referred to herein.
Date
(NOTE: To be completed by the
Subscriber): __________________, 2007*
If
the Subscriber is an INDIVIDUAL, and
if purchased as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY
PROPERTY:
|
Print
Name(s)
|
Social
Security Number(s)
|
|
|
Signature(s)
of Subscriber(s)
|
Signature
|
|
|
Date
|
Date
|
If
the Subscriber is a PARTNERSHIP,
CORPORATION, LIMITED LIABILITY COMPANY or TRUST:
|
Name
of Partnership,
Corporation,
Limited
Liability
Company or Trust
|
Federal
Taxpayer
Identification
Number
|
|||
|
By:
|
By:
|
|||
|
Name:
Title:
|
Name:
State of Organization
|
|||
|
Date
|
Address
|
|||
By:
_________________________________
Authorized
Officer
-11-
ANNEX
A
CONFIDENTIAL
PROSPECTIVE
PURCHASER QUESTIONNAIRE
THIS
QUESTIONNAIRE IS TO BE COMPLETED BY EACH PERSON WHO DESIRES TO PURCHASE UNITS
OF
PHOENIX INTERNATIONAL VENTURES, INC.. (THE” COMPANY”). THIS MATERIAL
DOES NOT CONSTITUTE AN OFFER TO SELL NOR IS IT A SOLICITATION OF AN OFFER TO
BUY
ANY SECURITIES. THE TERMS OF THE OFFERING WILL BE MADE SOLELY PURSUANT TO THE
TERMS AND CONDITIONS OF THE SECURITIES PURCHASE AGREEMENT PROVIDED HEREWITH
WHICH CONTAINS MATERIAL INFORMATION TO BE REVIEWED IN CONNECTION WITH ANY
INVESTMENT DECISION.
ACCREDITED
INVESTOR STATUS
Please
check whether one or more of the following definitions of "Accredited Investor,"
if any, applies to you. If none of the following applies to you,
please leave a blank. Please sign in the indicated space below and
indicate the amount of your investment and put you initials after the
amount.
|
(a)
|
A
Bank as defined in Section 3(a)(2) of the Securities Act of 1933,
as
amended (the "1933 Act"), or any savings and loan association or
other
institution as defined in Section 3(a)(5)(A) of the 1933 Act whether
acting in its individual or fiduciary capacity; any broker or dealer
registered pursuant to Section 15 of the Securities Exchange Act
of 1934,
as amended (the "Exchange Act"); an insurance company as defined
in
Section 2(13) of the 1933 Act; an investment company registered under
the
Investment Company Act of 1940 or a business development company
as
defined in Section 2(a)(48) of that act; a Small Business Investment
Company licensed by the U.S. Small Business Administration under
Section
301(c) or (d) of the Small Business Investment Act of 1958; any plan
established and maintained by a state, or its political subdivisions,
or
any agency or instrumentality of a state or its political subdivisions
for
the benefit of its employees, if such plan has total assets in excess
of
$5,000,000; any employee benefit plan within the meaning of the Employee
Retirement Income Security Act of 1974, if the investment decision
is made
by a plan fiduciary, as defined in Section 3(21) of such act, which
is
either a bank, savings and loan association, insurance company, or
registered investment advisor, or if the employee benefit plan has
total
assets in excess of $5,000,000 or, if a self-directed plan, with
investment decisions made solely by persons that are Accredited Investors.
|
|
(b)
|
A
Private Business Development Company as defined in Section 202(a)(22)
of
the Investment Advisers Act of 1940.
|
|
(c)
|
An
organization described in Section 501(c)(3) of the Internal Revenue
Code
or 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.
|
|
(d)
|
A
natural person whose individual net worth, or joint net worth with
that
person's spouse, at the time of purchase exceeds $1,000,000.
|
|
(e)
|
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 that person'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.
|
|
(f)
|
Any
trust, with total assets in excess of $5,000,000, not formed for
the
specific purpose of acquiring the common stock, whose purchase is
directed
by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation
D.
|
|
(g)
|
Any
entity in which all of the equity owners are Accredited Investors.
|
________________ $_______________________ _______
Investor’s
Signature Amount
of
Investment Initials
_____________________________
(Please
insert name in which Securities will be
Held;
if
held by a corporation, please sign below)
Corporate
Purchaser
By:
_____________________
Name/Title
-12-
ANNEX
B
An
investment in our securities involves
a high degree of risk. You should carefully consider the risks described below
and the other information in the Company’s Registration Statement on Form SB-2
declared effective by the SEC on August 30, 2007, as well as the Company’s
quarterly report on Form 10QSB for the quarter ended September 30, 2007, both
of
which are available on the SEC’s website at http:pp ▇▇▇.▇▇▇.▇▇▇. before
investing in our common stock. If any such risks occur, our business, operating
results and financial condition could be seriously harmed. The trading price
of
our common stock could decline due to any of these risks, and you may lose
part
or all of your investment.
Risks
Related To Our Business
The
Company has a
limited operating history.
The
Company is recently organized and
the Company's principal operating subsidiary, founded in April, 2003, has only
a
limited operating history upon which an evaluation of the Company and its
prospects can be based. The Company's prospects for financial success must
be
considered in light of the risks, expenses and difficulties frequently
encountered by companies in highly competitive and evolving markets, such as
the
defense-aerospace industry market.
We
may fail to
continue as a going concern, in which event you may lose your entire investment
in our shares.
Our
audited financial statements have
been prepared on the assumption that we will continue as a going concern. Our
independent registered public accountants have indicated that in their
respective reports relative to PAI's and Phoenix International Ventures, Inc.'s
(“PIV”) financial statements as of December 31, 2006 that (a) as discussed in
Note 1 to its financial statements, PIV has a loss from operations, has no
working capital and has no revenue generating activities and (b) as discussed
in
Note 2 to its financial statements, PAI has working capital and stockholder
deficits. These factors raise substantial doubt about the Company's ability
to
continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
If
we fail to continue in business, you
will lose your investment in the shares you acquire in this offering.
The
Company may be
unable to manage its growth or implement its business strategy.
Although
the Company has experienced
significant growth in a relatively short period of time, it cannot assure you
that the growth the Company has experienced will continue, nor can the Company
assure you that it will be able to expand its facilities, its client base and
markets or implement the other features of the Company's business strategy
at
the rate or to the extent presently planned. The Company's rapid growth to
date
has placed, and in the future will continue to place, a significant strain
on
its administrative, operational and financial resources.
Our
ability to generate revenue is
dependent upon our success in obtaining awards for a very narrow category of
contracts.
Our
ability to generate all of our
revenues is dependent upon our success in obtaining awards for a very narrow
category of aerospace and defense contracts. If we are not successful in
receiving contracts from the U.S.government
and/or U.S.defense
industry contractors for any
reason, including our failure to meet eligibility requirements, competition,
our
failure to perform under prior contracts, and/or changes in government and/or
defense industry contracting policies, we would not generate sufficient revenue
to continue in business.
-13-
The
Offering price of the Units has been determined by our management.
The
Offering price of the Units was determined by our management and does not
necessarily accurately reflect actual value of us and/or our assets, the Common
Stock, our book value after the Offering, the market price of the Common Stock
after the Offering or the price that may be realized upon disposition of the
Common Stock.
In
the event that the Company fails to timely file any periodic report filings
with
the SEC, the Common Stock may be de-listed from the Over-The-Counter Bulletin
Board.
Pursuant
to the Over-The-Counter Bulletin Board (“OTCBB”) rules relating to the timely
filing of periodic reports with the SEC, any OTCBB issuer which fails to file
a
periodic report (Form-QSBs or 10-KSBs) by the due date of such report
(notwithstanding any extension granted to the issuer by the filing of a Form
12b-25), three (3) times during any twenty-four (24) month period is
automatically de-listed from the OTC-BB. In the event an issuer is
de-listed, such issuer would not be eligible to be re-listed on the OTCBB for
a
period of one-year, during which time any subsequent late filing would reset
the
one year period of de-listing. If the Company is late in its filings
three times in any twenty-four (24) month period and is de-listed from the
OTCBB, the Units may become worthless and investors may lose their entire
investment.
The
Common Stock may be subject to ▇▇▇▇▇ stock rules, which could affect
trading.
Broker-dealer
practices in connection with transactions in “▇▇▇▇▇ stocks” are regulated by
certain rules adopted by the SEC. ▇▇▇▇▇ stock generally are equity
securities with a price of less than $5.00, subject to
exceptions. The rules require that a broker-dealer, prior to a
transaction in a ▇▇▇▇▇ stock not otherwise exempt from the rules, deliver a
standardized risk disclosure document that provides information about ▇▇▇▇▇
stocks and the risks in the ▇▇▇▇▇ stock market. The broker-dealer
also must provide the customer with current bid and offer quotations for the
▇▇▇▇▇ stock, the compensation of the broker-dealer and its salesperson in
connection with the transaction and monthly account statements showing the
market value of each ▇▇▇▇▇ stock held in the customer’ account. In
addition, the rules generally require that prior to a transaction in a ▇▇▇▇▇
stock, the broker-dealer must make a special written determination that the
▇▇▇▇▇ stock is a suitable investment for the purchaser and receive the
purchaser’s written agreement to the transaction. These disclosure
requirements may have the effect of reducing the liquidity of ▇▇▇▇▇
stocks. If the Company’s securities become subject to the ▇▇▇▇▇ stock
rules, investors in the Offering may find it more difficult to sell their
Units.
-14-
BANK
TRANSFER DETAILS:
Beneficiary:
Phoenix
International Ventures
▇▇
▇▇▇▇▇
▇▇▇
▇▇▇▇
▇
▇▇▇▇▇
▇▇▇▇▇ , ▇▇ ▇▇▇▇▇
Banks
Details:
Bank
of
America
▇▇▇
▇.
▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇
Account
Number: 005012641151
ABA:
▇▇▇▇▇▇▇▇▇
SWIFT:
BOFAUS3N
-15-