Exhibit 10.7
REGULATION S SUBSCRIPTION AGREEMENT
INLITE COMPUTERS INCORPORATED
Sir or Madam:
1. Application. The undersigned, intending to be legally bound, hereby
purchases from Inlite Computers Incorporated ("Seller"), __________ Shares (the
"Shares") of the Common Stock (the "Common Stock") of Seller (the "Company") at
a purchase price of $.___ per Share, or $________ in the aggregate. The
undersigned understands that this subscription may be accepted or rejected in
whole or in part by Seller in its sole discretion and that this subscription is
and shall be irrevocable unless Seller for any reason rejects this subscription.
THE SECURITIES offered hereby HAVE NOT BEEN REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION (THE "SEC") UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES ACT
OF ANY STATE UNDER ANY STATE SECURITIES LAW. THEY ARE BEING OFFERED PURSUANT TO
AN EXEMPTION FROM REGISTRATION UNDER REGULATION S ("REGULATION S") PROMULGATED
UNDER THE SECURITIES ACT. THE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE UNITED STATES OR TO U.S. PERSONS (AS SUCH TERM IS DEFINED IN
REGULATION S) UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS, OR SUCH OFFERS, SALES AND TRANSFERS ARE MADE
PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THOSE
LAWS.
2. Representations and Warranties of the Subscriber. The undersigned
represents and warrants to Seller as follows:
(a) The undersigned, in making the decision to purchase the
Shares, has relied upon independent investigations made by him or it
and his or its representatives, if any. The undersigned and/or his or
its advisors have had a reasonable opportunity to ask questions of and
receive answers from Seller concerning the Shares.
(b) The undersigned has been supplied with or has sufficient
access to all information, including financial statements and other
financial information of the Company, and has been afforded with an
opportunity to ask questions of and receive answers concerning
information to which a reasonable investor would attach significance in
making investment decisions, so that as a reasonable investor the
undersigned has been able to make the undersigned's decision to
purchase the Shares.
(c) The undersigned is able to bear the substantial economic
risks of an investment in the Shares for an indefinite period of time,
has no need for liquidity in
such investment, has made commitments to investments that are not
readily marketable which are reasonable in relation to the
undersigned's net worth and, at the present time, could afford a
complete loss of such investment.
(d) The undersigned has such knowledge and experience in
financial, tax and business matters so as to enable him or it to
utilize the information made available to the undersigned in connection
with the sale of the Shares to evaluate the merits and risks of an
investment in the Shares and to make an informed investment decision
with respect thereto.
(e) The undersigned understands that the Shares are being sold
in reliance on an exemption from the registration requirements of
federal and state securities laws under Regulation S promulgated under
the Securities Act and that the Seller is relying upon the truth and
accuracy of the representations, warranties, agreements,
acknowledgments and understandings of the undersigned set forth herein
in order to determine the applicability of such exemptions and the
suitability of the undersigned to purchase the Shares. The
representations, warranties and agreements contained herein are true
and correct as of the date hereof and may be relied upon by the Seller,
and the undersigned will notify the Seller immediately of any adverse
change in any such representations and warranties which may occur prior
to the acceptance of this Agreement by the Seller and will promptly
send the Company written confirmation thereof if requested by the
Seller. The representations, warranties and agreements of the
undersigned contained herein shall survive the execution and delivery
of this Agreement and the purchase of the Shares.
(f) Neither the undersigned nor any person or entity for whom
the undersigned is acting as fiduciary is a U.S. person. A U.S. person
means any one of the following:
(i) any natural person resident in the United States
of America;
(ii) any partnership or corporation organized or
incorporated under the laws of the United States of America;
(iii) any estate of which any executor or
administrator is a U.S. person;
(iv) any trust of which any trustee is a U.S. person;
(v) any agency or branch of a foreign entity located
in the United States of America;
(vi) any non-discretionary account or similar account
(other than an estate or trust) held by a dealer or other fiduciary for
the benefit or account of a U.S. person;
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(vii) any discretionary account or similar account
(other than an estate or trust) held by a dealer or other fiduciary
organized, incorporated or (if an individual) resident in the United
States of America; and
(viii) any partnership or corporation if:
(A) organized or incorporated under the laws
of any foreign jurisdiction; and
(B) formed by a U.S. person principally for
the purpose of investing in securities not registered under
the Securities Act, unless it is organized or incorporated,
and owned, by accredited investors (as defined in Rule 501(a)
under the Securities Act) who are not natural persons, estates
or trusts.
(g) ALL OFFERS AND SALES OF THE SHARES PRIOR TO THE
EXPIRATION OF THE DISTRIBUTION COMPLIANCE PERIOD AS DEFINED IN RULE 902
SHALL ONLY BE MADE IN COMPLIANCE WITH THE SAFE HARBOR CONTAINED IN
REGULATION S, PURSUANT TO REGISTRATION OF SECURITIES UNDER THE
SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT, AND ALL OFFERS AND SALES AFTER THE DISTRIBUTION
COMPLIANCE PERIOD SHALL BE MADE ONLY PURSUANT TO SUCH A REGISTRATION OR
TO SUCH EXEMPTION FROM REGISTRATION.
(h) ALL DOCUMENTS RECEIVED BY THE UNDERSIGNED INCLUDE
STATEMENTS TO THE EFFECT THAT THE SHARES HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES
OR TO U.S. PERSONS OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON
(OTHER THAN DISTRIBUTORS AS DEFINED IN REGULATION S) DURING THE
DISTRIBUTION COMPLIANCE PERIOD AS DEFINED IN RULE 902 UNLESS THE SHARES
ARE REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS IS AVAILABLE.
(i) IN THE VIEW OF THE SEC, THE STATUTORY BASIS FOR
THE EXEMPTION CLAIMED FOR THIS TRANSACTION WOULD NOT BE PRESENT IF THE
OFFERING OF SHARES, ALTHOUGH IN TECHNICAL COMPLIANCE WITH REGULATION S,
IS PART OF A PLAN OR SCHEME TO EVADE THE REGISTRATION PROVISIONS OF THE
SECURITIES ACT. THE UNDERSIGNED IS ACQUIRING THE SHARES FOR INVESTMENT
PURPOSES AND HAS NO PRESENT INTENTION TO SELL THE SHARES IN THE UNITED
STATES OF AMERICA TO A U.S. PERSON OR FOR THE ACCOUNT OR BENEFIT OF A
U.S. PERSON.
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(j) THE UNDERSIGNED AGREES THAT THE CERTIFICATES
REPRESENTING THE SHARES SHALL CONTAIN A LEGENT TO THE FOREGOING EFFECT.
(j) Neither the undersigned nor any of his or its
affiliates or agents will, directly or indirectly, maintain any short
position in the Shares or any other securities of the Company for so
long as any of the Shares are owned by the undersigned.
3. Miscellaneous.
(a) This Agreement shall survive the death or
disability of the undersigned and shall be binding upon the
undersigned's heirs, executors, administrators, successors and
permitted assigns.
(b) This Agreement and the documents referred to
herein constitute the entire agreement between the parties hereto with
respect to the subject matter hereof and together supersede all prior
discussions or agreements in respect thereof.
(c) This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all
of which shall constitute a single document.
[signature page to follow]
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IN WITNESS WHEREOF, the undersigned has executed this Agreement this
____ day of _______________, 2001.
Number of Shares Purchased: _________
Aggregate Purchase Price: $_________
______________________________
(Signature of Purchaser)
______________________________
Print or Type Name
Residence or Business Address:
______________________________
Street
______________________________
City State Zip Code
Mailing Address (if different
from Residence or Business
Address):
______________________________
Street
______________________________
City State Zip Code
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ACCEPTED AND AGREED TO:
Inlite Computers Incorporated
By:______________________________________
Name:____________________________________
Title:___________________________________
Date:______________________________, 2001
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