Exhibit 10.63
SUBSCRIPTION AGREEMENT
SUBSCRIPTION AGREEMENT made as of this 23rd day of March, 0000
xxxxxxx XxXxx Xxx.xxx, x Xxxxxx, Xxxxxx Xxxxxx corporation with its registered
office at 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, XX00000 U.S. (the
"Company"), and Asia Internet Assets Inc. (the "Subscriber") with its office at
Xx. 0, Xxxxxxx Xxx, #00-00, XXX Xxxxxxxx, Xxxxxxxxx 000000.
WHEREAS, the Company desires to issue 250,000 shares of its
common stock, (the "Common Stock") at a price of $10 per Share on the terms and
conditions hereinafter set forth and Subscriber desires to acquire that number
of shares of Common Stock set forth on the signature page hereof (the "Shares");
NOW, THEREFORE, for and in consideration of the premises and
the mutual covenants hereinafter set forth, the parties hereto do hereby agree
as follows:
I. SUBSCRIPTION FOR SHARES AND REPRESENTATIONS AND
WARRANTIES BY SUBSCRIBER
Subscriber hereby represents and warrants to the Company as
follows:
1.1 Subject to the terms and conditions hereinafter
set forth, Subscriber hereby subscribes for and agrees to purchase from the
Company the Shares at a price equal to $10 per Share and the Company agrees to
sell the Shares to Subscriber for said purchase price subject to the Company's
right to sell to Subscriber such lesser number of Shares as it may, in its sole
discretion, deem necessary or desirable. The purchase price is payable, in U.S.
Dollars, by certified or bank check made payable to the Company, or by wire
transfer to the Company's account at such bank as shall be designated by the
Company, contemporaneously with the execution and delivery of this Subscription
Agreement. In exchange therefore, the Company will deliver certificate(s)
registered in the name of Subscriber representing the shares purchased and which
shall bear the customary restrictive legend on transferability pursuant to Rules
502 and 506 of Regulation D promulgated under the United States Securities Act
of 1933, as amended (the "Act"). $1,250,000 of the total purchase price shall be
paid to the designated bank account by March 31, 2000 and the remaining sum of
$1,250,000 shall be paid within 30 days after the date of the first payment.
1.2 Subscriber recognizes and acknowledges that the
purchase of the Shares involves a high degree of risk in that (i) an investment
in the Company is highly speculative and only investors who can afford the loss
of their entire investment should consider investing in the Company and the
Shares; (ii) he may not be able to liquidate his investment; and (iii) in the
event of a disposition, an investor could sustain the loss of his entire
investment.
1.3 Subscriber represents that he is an "accredited
investor" as such term is defined in Rule 501 of Regulation D promulgated under
the Act, as indicated by his responses below, and that he is able to bear the
economic risk of an investment in the Shares.
Accredited Investor Questionnaire: Please check all of the following that apply
to you:
____ (1) Any natural person whose individual net
worth, or joint net worth with that person's spouse, at the time of his
purchase exceeds $1,000,000;
____ (2) Any 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;
____ (3) Any director, executive officer, or general
partner of the issuer of the securities being offered or sold, or any director,
executive officer, or general partner of a general partner of that issuer;
____ (4) 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
Rule 5076(b)(2)(ii);
____ (5) Any private business development company as
defined in Section 202(a)(22) of the Investment Advisers Act of 1940;
____ (6) Any organization described in 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;
____ (7) Any bank as defined in Section 3(a)(2) of the
Act or any savings and loan association or other institution as defined in
Section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary
capacity;
____ (8) Any insurance company as defined in Section
2(13) of the Act;
____ (9) Any 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;
____ (10) Any 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;
____ (11) Any plan established and maintained by a
state, 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;
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____ (12) 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 adviser, 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 person that are accredited investor; and
____ (13) Any entity in which all of the equity owners
are accredited investors.
1.4 Subscriber acknowledges that he has prior
investment experience, including investment in non-listed securities, or he has
employed the services of an investment advisor, attorney or accountant to read
all of the documents furnished or made available by the Company to him and to
all other prospective investors of shares of Common Stock being offered by the
Company and to evaluate the merits and risks of such an investment on his
behalf, and that he recognizes the highly speculative nature of this investment.
1.5 Subscriber acknowledges that he has been furnished
by the Company during the course of this transaction with all information
regarding the Company which he had requested or desired to know; that all
documents which could be reasonably provided have been made available for his
inspection and review; that he has been afforded the opportunity to ask
questions of and receive answers from duly authorized officers or other
representatives of the Company concerning the terms and conditions of the
offering, and any additional information which he had requested.
1.6 Subscriber acknowledges that this offering of
Shares has not been reviewed by the United States Securities and Exchange
Commission ("SEC") because of the Company's representations that this is
intended to be a nonpublic offering pursuant to Sections 4(2) or 3(b) of the
Act. The Subscriber represents that the Shares are being purchased for his own
account, for investment and not for distribution or resale to others. Subscriber
acknowledges that the Shares have not been registered under the Act, or any
state or foreign securities laws, and may not be offered, sold or transferred by
the Subscriber unless registered under the Act and applicable state and foreign
securities laws, or an exemption from registration is available in the opinion
of Company counsel.
1.7 Subscriber understands that the Company will
review this Subscription Agreement and that the Company reserves the
unrestricted right to reject or limit any subscription and to close the offer at
any time.
1.8 Subscriber hereby represents that the address of
Subscriber furnished by him at the end of this Subscription Agreement is the
undersigned's principal residence if he is an individual or its principal
business address if it is a corporation or other entity.
1.9 Subscriber hereby represents that, except as set
forth in any written material furnished by the Company to subscriber in
connection with his proposed investment, no representations or warranties have
been made to Subscriber by the Company or any agent, employee or affiliate of
the Company and in entering into this transaction, Subscriber is not relying on
any information, other than that contained in any such written material and the
results of independent investigation by Subscriber.
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II. REPRESENTATIONS BY THE COMPANY
The Company represents and warrants to Subscriber as follows:
(a) The Company is a corporation duly organized, existing
and in good standing under the laws of the State of Nevada and has the corporate
power to conduct the business which it conducts and proposes to conduct.
(b) The execution, delivery and performance of this
Subscription Agreement by the Company has been duly approved by the Board of
Directors of the Company and all other actions required to authorize and effect
the offer and sale of the Shares has been duly taken and approved.
(c) The Shares have been duly and validly authorized and
when issued and paid for in accordance with the terms hereof, will be duly and
validly issued, fully paid and non-assessable.
(d) The Company has obtained all licenses, permits and
other governmental authorizations necessary to the conduct of its business; such
licenses, permits and other governmental authorizations are in full force and
effect; and the Company is in all material respects complying therewith.
(e) The Company knows of no pending or threatened legal
or governmental proceedings to which the Company is a party which could
materially adversely affect the business, property, financial condition or
operations of the Company.
(f) The Company is not in violation of or default under,
nor will the execution and delivery of this Subscription Agreement or the
issuance of the Shares, result in a violation of, or constitute a default under,
the certificate of incorporation or by-laws, in the performance or observance of
any material obligations, agreement, covenant or condition contained in any
bond, debenture, note or other evidence of indebtedness or in any material
contract, indenture, mortgage, loan agreement, lease, joint venture or other
agreement or instrument to which the Company is a party or by which it or any of
its properties may be bound or in violation of any material order, rule,
regulation, writ, injunction, or decree of any government, governmental
instrumentality or court, domestic or foreign.
(g) No commission or finder's fee will be payable by the
Company in connection with the sale of the Shares.
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III. MISCELLANEOUS
3.1 Any notice or other communication given hereunder
shall be deemed sufficient if in writing and sent by registered or certified
mail, return receipt requested, addressed to the Company, at its address set
forth above, and to Subscriber at his address indicated on the last page of this
Subscription Agreement. Notices shall be deemed to have been given on the date
of mailing, except notices of change of address, which shall be deemed to have
been given when received.
3.2 This Subscription Agreement shall not be changed,
modified or amended except by a writing signed by the parties to be charged, and
this Subscription Agreement may not be discharged except by performance in
accordance with its terms or by a writing signed by the party to be charged.
3.3 This Subscription Agreement shall be binding upon and
inure to the benefit of the parties hereto and to their respective heirs, legal
representatives, successors and assigns. This Subscription Agreement sets forth
the entire agreement and understanding between the parties as to the subject
matter thereof and merges and supersedes all prior discussions, agreements and
understandings of any and every nature among them.
3.4 Notwithstanding the place where this Subscription
Agreement may be executed by any of the parties hereto, the parties expressly
agree that all the terms and provisions hereof shall be construed in accordance
with and governed by the laws of the State of New York. The parties hereby agree
that any dispute which may arise between them arising out of or in connection
with this Subscription Agreement shall be adjudicated before a court located in
New York City and they hereby submit to the exclusive jurisdiction of the courts
of the State of New York located in New York, New York and of the federal courts
in the Southern District of New York with respect to any action or legal
proceeding commenced by any party, and irrevocably waive any objection they now
or hereafter may have respecting the venue of any such action or proceeding
brought in such a court or respecting the fact that such court is an
inconvenient forum, relating to or arising out of this Subscription Agreement or
any acts or omissions relating to the sale of the securities hereunder, and
consent to the service of process in any such action or legal proceeding by
means of registered or certified mail, return receipt requested, in care of the
address set forth below or such other address as the undersigned shall furnish
in writing to the other.
3.5 This Subscription Agreement may be executed in
counterparts. Upon the execution and delivery of this Subscription Agreement by
Subscriber, this Subscription Agreement shall become a binding obligation of
Subscriber with respect to the purchase of the Shares as herein provided;
subject, however, to the right hereby reserved to the Company to enter into the
same agreements with other subscribers and to add and/or to delete other persons
as subscribers.
3.6 The holding of any provision of this Subscription
Agreement to be invalid or unenforceable by a court of competent jurisdiction
shall not affect any other provision of this Subscription Agreement, which shall
remain in full force and effect.
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3.7 It is agreed that a waiver by either party of a
breach of any provision of this Subscription Agreement shall not operate, or be
construed, as a waiver of any subsequent breach by that same party.
3.8 The parties agree to execute and deliver all such
further documents, agreements and instruments and take such other and further
action as may be necessary or appropriate to carry out the purposes and intent
of this Subscription Agreement.
IN WITNESS WHEREOF, the parties have executed this
Subscription Agreement as of the day and year first written above.
ASIA INTERNET ASSETS INC /s/ Xxxxxx Xx
--------------------------
Name of Subscriber Signature of Subscriber(s)
Xxxxxx Xx (Director)
Business Address of Subscriber(s)
Xx. 0, Xxxxxxx Xxx,
#00-00, XXX Xxxxxxxx,
Xxxxxxxxx 000000
Number of Shares Subscribed For: 250,000 shares
Subscription Accepted:
/s/ X.X. Xxxx
----------------------------
By: X.X.Xxxx (Chairman)
MyWeb Xxx.xxx
Date: 3/23/00
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