SUBSCRIPTION AGREEMENT IN PUBLIC COMPANY MANAGEMENT CORPORATION
IN
PUBLIC
COMPANY MANAGEMENT CORPORATION
1. SUBSCRIPTION. ▇▇▇▇ ▇▇▇▇ III and ▇▇▇▇▇▇
▇▇▇▇ (hereinafter referred to as “Purchaser” or “Shareholder”) hereby
agrees to become an investor in Public Company Management Corporation, a Nevada
corporation (the “Company”), and to purchase 1,000,000 shares (“Shares”) of
common stock (“Common Stock”) at a price of $0.50 per share.
2. REPRESENTATIONS BY THE
UNDERSIGNED. The Undersigned represents and warrants as
follows:
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a.
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The
undersigned is purchasing the shares without being furnished any offering
literature or prospectus;
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b.
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The
undersigned recognizes that the shares of Common Stock have not been
registered under the Securities Act of 1933, as amended (“Act” or “1933
Act”), nor under the securities laws of any state and, therefore, cannot
be resold unless resale of is registered under the Act or
unless an exemption from registration is available; no public agency has
passed upon the fairness of the terms of the offering; the undersigned may
not sell the Shares without registering them under the Act and any
applicable state securities laws unless exemption from such registration
requirements are available with respect to any such
sale;
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c.
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The
undersigned is acquiring the Shares for his, her or its own account for
long-term investment and not with a view toward resale, fractionalization
or division, or distribution thereof, and he, she or it does not presently
have any reason to anticipate any change in his, hers or its
circumstances, financial or otherwise, or particular occasion or event
which would necessitate or require him, her or it sale or distribution of
the Shares. No one other than the undersigned has any
beneficial interest in said
securities;
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d.
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The
undersigned acknowledges as
follows:
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x
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(i)
I am an Accredited Investor because I meet on of the following
items:
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x
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is
a natural person who has an individual net worth, or joint net worth that
person’s spouse of more than $1,000,000;
or
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x
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is
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 for reaching the same income level in the current year;
or
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¨
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is
a bank as defined in Section 3(a) (2) of 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;
or
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any
broker or dealer registered pursuant to Section 15 of the Securities
Exchange Act of 1934; or
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is
an insurance company as defined un Section2 (13) of the 1933
Act; or
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¨
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is
an investment company registered under the Investment Company Act of 1940;
or
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a
business development company as defined in Section 2(a)(48) of that act;
or
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a
development company as defined in Section 2(a)(48) of that act;
or
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is
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; or
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is
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, 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-directive plan, its investment decisions are made solely by persons
that are accredited investors; or
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¨
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is
a “private business development company” as defined in Section 202 (a)(22)
of the Investment Advisors Act of 1940;
or
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is
an 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;
or
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any
trust, with total assets in excess of $5,000,000, not formed for the
specific purpose of acquiring the Shares of Common Stock, whose purchase
is directed by a sophisticated person as defined in the rules and
regulations of the 1933 Act; or
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is
otherwise an Accredited Investor as defined in Section 501 of Regulation D
as adopted by the Securities and Exchange
Commission.
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(ii) I
am not an Accredited Investor.
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(iii) I
reside outside of the United
States.
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e.
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The
undersigned has such knowledge and experience in financial and business
matters that the undersigned is capable of evaluating the merits and risks
of an investment in the Shares and making an informed investment decision,
and does not require a purchaser representative in evaluating the merits
and risks of an investment in the
Shares;
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f.
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The
undersigned recognizes that the investment herein is a speculative venture
and that the total amount of funds tendered to purchase Shared is placed
at the risk of the business and may be completely lost. The
purchase of Shares as an investment involves special
risks;
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g.
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The
undersigned realizes that the Common Stock cannot readily be sold as they
will be restricted securities and therefore the Shares must not be
purchased unless the undersigned has liquid assets sufficient to assure
that such purchase will cause no undue financial difficulties and the
undersigned can provide for current needs and possible personal
contingencies;
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h.
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The
undersigned confirms and represents that he, she or it is able (i) to bear
the economic risk of his, her or its investment, (ii) to hold the Shares
for an indefinite period of time, and (iii) to afford a complete loss of
his, her or its investment. The undersigned also represents
that he, she or it has (i) adequate means of providing for his, her or its
current needs and possible personal contingencies, and (ii) has no need
for liquidity in this particular
investment;
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i.
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The
undersigned understands that the ability to transfer the Shares will be
restricted which includes restrictions against transfers unless the
transfer is effected in compliance with the 1933 Act and applicable state
securities laws (including investment suitability standards); that the
Company will consent to a transfer of the Shares only if the transferee
represents that such transferee meets the suitability standards required
of an initial subscriber and that the Company has the right, in its sole
discretion, to refuse to consent to the transfer of the
Shares;
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j.
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All
information which the undersigned has provided to the Company concerning
the undersigned’s financial position and knowledge of financial and
business matters is correct and complete as of the date hereof, and if
there should be any material change in such information prior to
acceptance of this Agreement by the Company, the undersigned will
immediately provide Company with such
information;
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k.
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The
undersigned has carefully considered and has, to the extent he, she or it
believes such discussion necessary, discussed with his, her or its
professional, legal, tax and financial advisors, the suitability of an
investment in the Shares for his, her or its particular tax and financial
situation, and that the undersigned and his, her or its advisers, if such
advisors were deemed necessary, have determined that the Shares are a
suitable investment for him, her or
it;
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l.
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The
undersigned has not become aware of this offering and has not been offered
Shares by any form of general solicitation or advertising, including but
not limited to, advertisements, articles, notices or other communications
published in any newspaper, magazine or other similar media or television
or radio broadcast or any seminar or meeting where, to the undersigned’s
knowledge, those individuals that have attended have been invited by any
such or similar means of general solicitation or
advertisement;
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m.
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The
undersigned is a bona fide resident or operates its principal place of
business as set forth in this Subscription Agreement and Acknowledgement
of Investment.
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n.
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The
undersigned understands and acknowledges that he, she or it does not have
the right to require registration of the resale of the Common Stock under
the Act or under any state securities
laws.
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3.
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Indemnification. It
is acknowledged that the meaning and legal consequences of the
representations and warranties contained in this Agreement are understood
and the undersigned hereby agrees to indemnify and hold harmless the
Company and each purchaser of Shares from and against any and all loss,
damage, and liability due to or arising out of a breach of any of the
representations and warranties made in this Subscription
Agreement. The representatives and warranties contained herein
are intended to and shall survive delivery of the Subscription
Agreement.
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4.
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Restrictions of
Transferability of Shares. The undersigned hereby agrees
that the securities being purchased by him, her or it and any agreement or
certificate evidencing such securities shall be stamped or otherwise
imprinted with a conspicuous legend in substantially the following
form:
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“The securities represented by this
certificate have not been registered under the Securities Act of 1933 or any
state securities act. The securities have been acquired for
investment and may not be sold, transferred, pledged or hypothecated unless (i)
they shall have been registered under the Securities Act of 1933 and any
applicable states securities act, or (ii) the corporation shall have been
furnished with an opinion of counsel, satisfactory to counsel for the
corporation, that registration is not required under any such
acts.”
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5.
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Number of Shares
Purchased. The undersigned hereby subscribes to purchase 1,000,000
Shares for an aggregate purchase price of $500,000 ($0.50 per
Share).
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6.
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Suitability and
Representation Letter. Prior to making an investment in
the Shares, the undersigned shall have completed and returned to the
Company a Suitability and Representation
Letter.
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7.
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Purchase
Payment. The purchase price shall be paid to the
Company.
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[SIGNATURE PAGE
FOLLOWS]
This
Agreement is executed this the 22nd day of July, 2008 at Las Vegas,
Nevada.
PUBLIC
COMPANY MANAGEMENT CORPORATION
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By:
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/s/ ▇▇▇▇ ▇'▇▇▇▇
High
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▇▇▇▇
▇'▇▇▇▇ High
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CLO,
Treasurer and CFO
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“PURCHASER”
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/s/ ▇▇▇▇ ▇▇▇▇ III
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(Signature)
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▇▇▇▇ ▇▇▇▇ III
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(Printed
name)
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/s/ ▇▇▇▇▇▇ ▇▇▇▇
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(Signature)
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▇▇▇▇▇▇ ▇▇▇▇
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(Printed
name)
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