PARAMCO FINANCIAL GROUP, INC.
SUBSCRIPTION AGREEMENT
Paramco Financial Group, Inc.
x/x Xxxxxxx X. Xxxxx, Xxxxxxxxx
0000 Xx. Xxxxxx Xx.
Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Dear Xx. Xxxxx:
The undersigned hereby subscribes to purchase one hundred
thirty-one thousand (131,000) shares of Series A Convertible
Preferred Stock (the "Preferred Stock"), of Paramco Financial
Group, Inc., a Nevada corporation (the "Company"), in accordance
with the following paragraphs. Any questions regarding this
document or your investment should be directed to Xxxxxxx X.
Xxxxx, President, Paramco Financial Group, Inc., 0000 Xx. Xxxxxx
Xx., Xxxxx 000, Xxxxxx, Xxxxxxxx 00000
1. Purchase. Subject to the terms and conditions
hereof, the undersigned hereby irrevocably agrees to
purchase 131,000 shares of Preferred Stock at an aggregate
price of $18,000, and tenders such purchase price by means
of the "Pass-through Note" in the form attached hereto as
Exhibit A.
2. Representations and Warranties of the Undersigned.
The undersigned hereby makes the following representations
and warranties to the Company, and the undersigned agrees to
indemnify, hold harmless, and pay all judgments of the
claims against the Company for any liability or injury,
including, but not limited to, that arising under federal or
state securities laws, incurred as a result of any
misrepresentation herein or any warranties made by the
undersigned.
(a) The undersigned is the sole and true party
in interest and is not purchasing for the benefit of any
other person;
(b) The undersigned understands that all books,
records, and documents of the Company relating to this
investment have been and remain available for
inspection by the undersigned upon reasonable notice.
The undersigned confirms that all documents requested
by the undersigned have been made available, and that
the undersigned has been supplied with all of the
additional information concerning this investment that
has been requested. The undersigned confirms that he
has obtained sufficient information, in his judgment or
that of his independent purchaser representative, if
any, to evaluate the merits and risks of this
investment. The undersigned confirms that he has had
the opportunity to obtain such independent legal and
tax advice and financial planning services as the
undersigned has deemed appropriate prior to making a
decision to subscribe for Preferred Stock. In making a
decision to purchase Preferred Stock, the undersigned
has relied exclusively upon his experience and
judgment, or that of his purchaser representative, if
any, upon such independent investigations as he, or
they, deemed appropriate, and upon information provided
by the Company in writing or found in the books,
records, or documents of the Company;
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(c) The undersigned has such knowledge and
experience in financial and business matters that the
undersigned is capable of an evaluation of the merits
and risks of this investment;
(d) The undersigned is aware that an investment
in the Preferred Stock is highly speculative and
subject to substantial risks. The undersigned is
capable of bearing the high degree of economic risk and
burdens of this venture, including, but not limited to,
the possibility of a complete loss, the lack of a
sustained and orderly public market, and limited
transferability of the Preferred Stock, which may make
the liquidation of this investment impossible for the
indefinite future;
(e) The offer to settle the Company's debt by
exchanging debt for equity was directly communicated to
the undersigned by such a manner that the undersigned,
or its purchaser representative, if any, was able to
ask questions of and receive answers from the Company
or a person acting on its behalf concerning the terms
and conditions of this transaction. At no time, except
in connection and concurrently with such communicated
offer, was the undersigned presented with or solicited
by or through any leaflet, public promotional meeting,
television advertisement, or any other form of general
advertising;
(f) The Preferred Stock is being acquired
solely for the undersigned's own account, for investment,
and is not being purchased with a view to resale,
distribution, subdivision, or fractionalization thereof;
(g) The undersigned understands that the
Preferred Stock has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"),
or any state securities laws, in reliance upon exemptions
from regulation for non-public offerings. The undersigned
understands that the Preferred Stock or any interest
therein may not be, and agrees that the Preferred Stock
or any interest therein will not be, resold or
otherwise disposed of by the undersigned unless the
Preferred Stock are subsequently registered under the
Securities Act and under appropriate state securities
laws or unless the Company receives an opinion of
counsel satisfactory to it that an exemption from
registration is available;
(h) The undersigned has been informed of and
understands the following:
(1) There are substantial
restrictions on the transferability of the
Preferred Stock;
(2) No federal or state agency has
made any finding or determination as to the
fairness for public investment, nor any
recommendation nor endorsement, of the
Preferred Stock;
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(i) None of the following information has ever
been represented, guaranteed, or warranted to the
undersigned, expressly or by implication by any broker,
the Company, any agent or employee of the Company, or
by any other person:
(1) The approximate or exact
length of time that the undersigned will be
required to remain as a holder of the
Preferred Stock;
(2) The amount of consideration,
profit, or loss to be realized, if any, as a
result of an investment in the Company;
(3) That the past performance or
experience of the Company, its officers,
directors, associates, agents, affiliates, or
employees or any other person will in any way
indicate or predict economic results in
connection with the plan of operations of the
Company or the return on the investment;
(j) The undersigned has not distributed any
information relating to this investment to anyone other
than his purchaser representative, if any, and no other
person except such personal representative and the
undersigned has used this information;
(k) The undersigned hereby agrees to indemnify
the Company and to hold it harmless from and against
any and all liability, damage, cost, or expense,
including its attorneys' fees and costs, incurred on
account of or arising out of:
(1) Any material inaccuracy in the
declarations, representations, and warranties
hereinabove set forth;
(2) The disposition of the
Preferred Stock or any part thereof by the
undersigned, contrary to the foregoing
declarations, representations, and
warranties;
(3) Any action, suit, or
proceeding based upon:
(i) the claim that said
declarations, representations, or
warranties were inaccurate or misleading
or otherwise cause for obtaining damages
or redress from the Company; or
(ii) the disposition of
the Preferred Stock or any part thereof.
3. Transferability. The undersigned agrees not to
transfer or assign the obligations or duties contained in
this Subscription Agreement or any of the undersigned's
interest herein except to a subsidiary or affiliate of the
undersigned. The undersigned agrees not to sell, transfer,
or assign any of its right, title, and interest in and to
the Preferred Stock except to a subsidiary or affiliate of
the undersigned.
4. Accredited Investor. The undersigned is an
"accredited investor," as that term is defined in Rule
501(c) of Regulation D promulgated under the Securities Act.
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5. Understandings of the Purchaser. The undersigned
acknowledges, understands, and agrees that the Preferred
Stock shall be deemed issued and owned by the undersigned
upon the Company's receipt of the purchase price therefor
and its acceptance thereof.
6. State Securities Laws. The offering and sale of
the Preferred Stock is intended to be exempt from
qualification under the securities laws of Nevada, Colorado,
and California.
7. Joinder in Representations. Notwithstanding
anything herein to the contrary, every person or entity who,
in addition to or in lieu of the undersigned, is deemed to
be a "purchaser" pursuant to Regulation D, each promulgated
under the Securities Act or any state law, does hereby make
and join in making all of the covenants, representations,
and warranties made by the undersigned.
8. Acceptance. Execution and delivery of this
Subscription Agreement shall constitute an irrevocable offer
to purchase the Preferred Stock indicated. Acceptance of
this offer by the Company shall be indicated by its
execution hereof.
9. Binding Agreement. The undersigned agrees that
the undersigned may not cancel, terminate, or revoke this
Subscription Agreement or any agreement of the undersigned
made hereunder, and that this Subscription Agreement shall
survive the death or disability of the undersigned and shall
be binding upon the heirs, successors, assigns, executors,
administrators, guardians, conservators, or personal
representatives of the undersigned.
10. Choice of Law; Forum. Notwithstanding the place
where this Subscription Agreement or any counterpart hereof
may be executed by any of the parties hereto, the parties
expressly agree that all the terms and provisions hereof
shall be construed under the laws of the State of California
and that any actions related hereto shall be brought in a
court of competent jurisdiction located in the County of
Orange, State of California, without giving effect to the
choice of law provisions therein.
IN WITNESS WHEREOF, the undersigned has executed this
Subscription Agreement on the date set forth on the signature
page.
The undersigned desires to take title in the Preferred Stock as a
corporation [individual, trust, partnership, corporation]. The
exact spelling of name(s) under which title to the Preferred
Stock shall be taken, and the exact location for delivery of the
Preferred Stock, is (please print):
Name(s) Ashford Capital LLC
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(Address) 65 Enterprise
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Xxxxx Xxxxx, XX 00000
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SUBSCRIPTION AGREEMENT
SIGNATURE PAGE
Purchase Price subscribed: $18,000 Number of Shares subscribed: 131,000
---------- ----------
Ashford Capital LLC
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Name of Purchaser(s) Name of Purchaser(s)
(Please print or type) (Please print or type)
/s/ Xxxxxx Xxxxxx
----------------------- --------------------------
Signature Signature
Social Security/Tax Identification Number(s):
----------------------- --------------------------
Mailing Address(s):
65 Enterprise
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Xxxxx Xxxxx, XX 00000
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Executed at Irvine, California, this 3rd day of January, 2003.
SUBSCRIPTION ACCEPTED:
PARAMCO FINANCIAL GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxx
------------------------
Xxxxxxx X. Xxxxx, President DATE: January 3, 2003
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Exhibit A to SUBSCRIPTION AGREEMENT
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED,
OR PLEDGED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER
SUCH ACT AND STATUTES OR, UNLESS PRIOR TO ANY SALE, TRANSFER, OR PLEDGE,
THE ISSUER RECEIVES AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO IT, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT AND STATUTES AND
THE RULES PROMULGATED THEREUNDER.
PROMISSORY NOTE
(UNSECURED)
$18,000.00 Denver, CO
January 3, 2003
FOR VALUE RECEIVED, the undersigned, AIRLINE COMMUNICATIONS, LTD., a Nevada,
corporation, promises to pay to ASHFORD CAPITAL, LLC ("Ashford"), or order,
the principal sum of Eighteen Thousand and no/100 dollars ($18,000.00),
together with interest on the outstanding balance of such principal sum
computed at the rate of twelve percent (12%) per annum from date hereof.
In no event whatsoever shall the amount of interest paid or agreed to be
paid to Ashford pursuant to this Note exceed the highest lawful rate of
interest permissible under applicable law. If, from any circumstances
whatsoever, fulfillment of any provision of this Note shall involve exceeding
the lawful rate of interest which a court of competent jurisdiction may deem
applicable hereto ("Excess Interest"), then, ipso facto, the obligation to be
fulfilled shall be reduced to the highest lawful rate of interest permissible
under such law and if, for any reason whatsoever, Ashford shall receive, as
interest, an amount that would be deemed unlawful under such applicable law,
such interest shall be applied to the principal balance of this Note and not
to the payment of interest, or refunded to the undersigned if this Note has
been paid in full. Neither the undersigned nor any guarantor, endorser, or
surety nor their respective heirs, legal representatives, successors, or
assigns shall have any action against Ashford for any damages whatsoever
arising out of the payment or collection of any such Excess Interest.
The entire principal balance, together with accrued interest, shall be due
and payable, in full, on April 15, 2003.
There shall be no penalty for prepayment of principal at any time following
the date hereof.
If this Note is not paid in full when it becomes due, Maker agrees to pay all
costs and expenses of collection, including reasonable attorney's fees.
AIRLINE COMMUNICATIONS, LTD.
a Nevada corporation
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------
Xxxxxxx X. Xxxxx, President
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