EXHIBIT 10.30
As of June 28, 2000
Janex International, Inc.
000 Xxxx Xxxx
Xxxxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxxx, President
Ladies and Gentlemen:
Reference is made to the following documents: (1) that certain agreement
dated June 28, 2000 between Janex International, Inc., a Colorado corporation
(the "Company"), and the undersigned, (2) that certain promissory note payable
to the undersigned in the principal amount of $125,000 dated December 31, 1999,
and (3) that certain promissory note payable to the undersigned in the principal
amount of $100,000 dated January 25, 2000 (such agreement and promissory notes
are hereafter referred to collectively as the "Conversion Documents"). The
undersigned, XXXXXXX X. XXXXX, hereby subscribes to the immediate acquisition of
2,225,000 shares of Common Stock, no par value ("Common Stock"), of the Company
(such shares of Common Stock are referred to herein as the "Securities"). The
Securities are being issued to the undersigned in full and complete satisfaction
of $225,000 of accrued salary owing by the Company to the undersigned for the
year ended December 31, 1999 and the six months ended June 30, 2000. The
Conversion Documents are hereby voided AB INITIO (at their inception) and shall
be of no force or effect whatsoever.
Upon the Company's acceptance of this subscription, the Company shall
deliver the Securities to the undersigned at the address indicated below.
In connection with the purchase of the Securities, the undersigned
acknowledges, warrants and represents to the Company as follows:
1. The undersigned is acquiring the Securities for investment for his own
account and without the intention of participating, directly or indirectly, in a
distribution of the Securities, and not with a view to resale or any
distribution of the Securities, or any portion thereof.
2. The undersigned has knowledge and experience in financial and business
matters and has consulted with his own professional representatives as he has
considered appropriate to assist in evaluating the merits and risks of this
investment. The undersigned is an officer and director of the Company and has
had access to and an opportunity to question the other officers of the Company,
or persons acting on their behalf, with respect to material information about
the Company and, in connection with his evaluation of this investment, has, to
the best of his knowledge, received all information and data with respect to the
Company that the undersigned has requested. The undersigned is acquiring the
Securities based solely upon his independent examination and judgment as to the
prospects of the Company.
3. The Securities were not offered to the undersigned by means of
publicly disseminated advertisements or sales literature.
4. The undersigned acknowledges that an investment in the Securities is
speculative and the undersigned may have to continue to bear the economic risk
of the investment in the Securities for an indefinite period. The undersigned
acknowledges that the Securities are being sold to the undersigned without
registration under any state or federal law requiring the registration of
securities for sale, and accordingly will constitute "restricted securities" as
defined in Rule 144 of the U.S. Securities and Exchange Commission. The
transferability of the Securities is therefor restricted by applicable United
States Federal and state securities laws.
5. The undersigned is an "accredited investor" as such term is defined in
Appendix A.
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6. In consideration of the acceptance of this subscription, the
undersigned agrees that the Securities will not be offered for sale, sold or
transferred by the undersigned other than pursuant to (i) an effective
registration under the Securities Act of 1933, as amended ("the Act"), an
exemption available under the Act or a transaction that is otherwise in
compliance with the Act; and (ii) an effective registration under the securities
law of any state or other jurisdiction applicable to the transaction, an
exemption available under such laws, or a transaction that is otherwise in
compliance with such laws.
7. The undersigned understands that no U.S. federal or state agency has
passed upon the offering of the Securities or has made any finding or
determination as to the fairness of any investment in the Securities.
8. The undersigned agrees to execute such further documents as the
Company may request in order to give effect to the payment of indebtedness
contemplated hereby.
9. The undersigned agrees to indemnify and hold harmless the Company and
its officers, directors, employees and agents from and against any and all
costs, liabilities and expenses (including attorneys' fees) arising out of or
related in any way to any breach of any representation or warranty contained
herein.
ACCEPTANCE OF SUBSCRIPTION SUBSCRIBER
Janex International, Inc. /s/ Xxxxxxx Xxxxx
-----------------------
Name: Xxxxxxx X. Xxxxx
By: /s/ Xxx Xxxxxxx Address:
------------------------- c/o Futech Interactive Services, Inc.
Xxxxxx Xxxxxxx, President 0000 X. 00xx Xxxxxx
Xxxxx 000
Xxxxxxx, XX 00000
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APPENDIX A
An "Accredited Investor" within the meaning of Regulation D under the Securities
Act of 1933 includes the following:
ORGANIZATIONS
(1) A 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; a broker or dealer
registered pursuant to section 15 of the Securities Exchange Act of 1934;
insurance company as defined in section 2(13) of the 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; an employee benefit plan
within the meaning of Title I 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, 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.
(2) A private business development company as defined in Section
202(a)(22) of the Investment Advisers Act of 1940.
(3) A trust (i) with total assets in excess of $5,000,000, (ii) not formed
for the specific purpose of acquiring the Securities, (iii) whose purchase is
directed by a person who, either alone or with his purchaser representative, has
such knowledge and experience in financial and business matters that he is
capable of evaluating the merits and risks of the proposed investment.
(4) A corporation, business trust, partnership, or an organization
described in section 501(c)(3) of the Internal Revenue Code, which was not
formed for the specific purpose of acquiring the Securities, and which has total
assets in excess of $5,000,000.
INDIVIDUALS
(5) Individuals with income from all sources for each of the last two full
calendar years whose reasonably expected income for this calendar year exceeds
either of:
(i) $200,000 individual income; or
(ii) $300,000 joint income with spouse.
NOTE: Your "income" for a particular year may be calculated by adding to your
adjusted gross income as calculated for Federal income tax purposes any
deduction for long term capital gains, any deduction for depletion allowance,
any exclusion for tax exempt interest and any losses of a partnership allocated
to you as a partner.
(6) Individuals with net worth as of the date hereof (individually OR
jointly with your spouse), including the value of home, furnishings, and
automobiles, in excess of -- $1,000,000.
(7) Directors, executive officers or general partners of the Issuer.
