EXHIBIT 10.13
Material Technologies, Inc.
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SUBSCRIPTION AGREEMENT
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THE SUBSCRIPTION AGREEMENT, made this_____ day of __________, 2001, by and
between Material Technologies, Inc. a Delaware Corporation (the "Company"), and
the undersigned subscriber (the "Subscriber"), who, for and in consideration of
the mutual promises and covenants set forth herein, do hereby agree as follows:
1. SUBSCRIPTION. The Subscriber hereby subscribes ------------ for Shares of
$0.01 par value Common Stock of the Company at a price of $______ per Share, and
tenders herewith as payment a subscription by check or wire transfer made
payable and delivered to the Company. This Subscription Agreement is an
irrevocable offer by the Subscriber to subscribe for securities offered by the
Company, and, subject to the terms thereof, shall become a contract for the sale
of said securities upon acceptance thereof by the Company.
2. ACCEPTANCE. This Subscription Agreement is made subject to the Company's
discretionary right to accept or reject this subscription herein. If the
Company, for any reason, rejects this subscription, the Subscription will be
refunded IN FULL, without interest, and this Subscription Agreement shall be
null, void and of no effect. Acceptance of this Subscription by the Company will
be evidence by the execution hereof by an officer of the Company.
3. SUBSCRIBER REPRESENTATIONS. The Subscriber hereby represents and warrants
that:
a. The Subscribers representations in this Agreement are complete and
accurate to the best of the Subscriber's knowledge, and the Company may rely
upon them. The Subscriber will notify the Company immediately if any material
change occurs in any of this information before the sale of the securities.
b. The Subscriber is aware that the securities are being offered and sold
in reliance upon an exemption from the registration under Rule 506 of Regulation
D promulgated under the Securities Act of 1933 (the "Act"), and are subject to
limitations on resale as restricted securities pursuant to Rule 502 (d) of
Regulation D, but represents that the securities are nonetheless being acquired
for the Subscriber's own account and risk, for investment and not with a view to
distribution or on behalf of any other person. The Subscriber is aware that
there is presently no established public market for these securities.
c. The Subscriber hereby agrees that he does not have the right to cancel
this Subscription Agreement, which shall survive the death, disability, or the
cessation of existence as a legal entity of the Subscriber. Further, the
Subscriber agrees that he does not have the right, and will not attempt, to
transfer his interest herein.
d. The Subscriber has had access to any and all information concerning the
Company, which the Subscriber and the Subscriber's financial tax and legal
advisors required and/or considered necessary to make a proper evaluation of
this investment. In making the decision to purchase the securities herein
subscribed for, the Subscriber and his advisors have relied upon there own
independent investigations, and fully understand that there are no guarantees,
assurances or promises in connection with any investment hereunder and
understand that the particular tax consequences arising from this investment in
the Company will depend upon the Subscriber's individual circumstances. The
Subscriber further understands that no opinion is being given as to any
securities matter involving the offering.
e. The Subscriber has been given the unrestricted opportunity to ask
questions of, and receive answers from, the Company, or persons acting on its
behalf, concerning the terms and conditions of, and all other matters relating
to the offering, and has been given the unrestricted opportunity to obtain such
additional information with respect to the offering as he has desired,
including, but not limited to, any additional information necessary to verify
the accuracy of the information set forth in the attached documentation. The
undersigned has carefully read all material identified as being attached hereto
and has no further questions with respect thereto.
f. The Subscriber knows that the securities subscribed herein are offered
and sold pursuant to exemptions from registration and the Securities Act of
1933, and state securities law based, in part, on these warrantees and
representations, which are the very essence of this Subscription Agreement, and
constitute a material part of the bargained-for consideration without which this
Agreement would not have been executed.
g. This Agreement, when fully executed and delivered to the Company, will
constitute a valid and legally binding obligation of the Subscriber, enforceable
in accordance with its terms. The Subscriber, if it is a partnership, joint
venture, corporation, trust or any other entity, was not formed or organized for
the specific purpose for acquiring these shares. The purchase of shares by the
Subscriber, if it is an entity investor, is a permissible investment in
accordance with the Subscriber's Articles of Incorporation, by-laws, partnership
agreement, declaration of trust or any other similar character document, and has
been duly approved by all requisite action by the entity's owners, directors,
officers or other authorized managers. The person signing this document, and
all documents necessary to consummate the purchase of these shares, has all the
requisite authority to sign such documents on the behalf of the Subscriber, if
it is an entity investor.
h. In connection with this offering, the Subscriber has received certain
information from the Company, which the Subscriber has reviewed and is familiar
with. The Subscriber has not duplicated or distributed this information to
anyone other than his Purchaser Representative or other personal advisors, and
will not do so in the future.
i. The Subscriber agrees not to sell, assign, pledge or transfer the
securities for such a period as may be required under applicable securities laws
to satisfy any requirements of investment intent, and acknowledges that
certificates representing the securities may, in the Company's discretion, bear
a restrictive legend to such effect.
4. GOVERNING LAW. This Subscription shall be governed by the State of Delaware.
5. ENTIRE AGREEMENT. This Subscription Agreement, together with the other
documents executed contemporaneously herewith, constitutes the entire agreement
between the parties with respect to the matters covered thereby, and may only be
amended by a writing executed by all the parties hereto.
6. SURVIVAL OF REPRESENTATION. The Representations, warranties, acknowledgments
and agreements mad by the Subscriber shall survive the acceptance of this
Subscription and run in favor, and for the benefit, of the Company.
7. WAIVER. No waiver or modification of any of the terms of this agreement shall
be valid unless in writing. No waiver of a breach of, or default under, any
provision hereof shall be deemed a waiver of such provision or of any subsequent
breach or default of the same or similar nature or of any other provision or
condition of this Agreement.
8. COUNTERPARTS. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
9. NOTICES. Except as otherwise required in this Agreement, any notice required
or permitted under this Agreement shall be given in writing and shall be deemed
effectively given upon personal delivery or upon deposit with the United States
Post office, by registered or certified mail, postage prepaid, addressed to the
last known address of the party.
10. NON-ASSIGNABILITY. The obligations of the Subscriber hereunder shall not be
delegated or assigned to any other party without the prior written consent of
the Company.
11. EXPENSES. Each party shall be responsible to pay all costs and expenses that
it incurs with respect to negotiation, execution and delivery of this Agreement.
12. FORM OF OWNERSHIP. Indicate the form of ownership desired:
__Individual
__Joint Tenants with Right of Survivorship
__ Tenants in Common
__ Community Property
__ Corporation
__ Partnership
__Other:_________________
A. INDIVIDUAL(S) SIGN HERE: SUBSCRIBER:
Social Security #:________________
_________________________
Signature
Number of Shares Subscribed for Purchase:
__________________________
__________________________
Print Full Legal Name
__________________________
Address
B. ORGANIZATIONS SIGN HERE: SUBSCRIBER:
Federal Tax ID #________________
__________________________
Print Name of Organization
Numbers of Shares Subscribed for Purchase:
_____________________ By:
__________________________
Address:_________________________ ____________________________
________________________________ Print Name and Title
Company Use Below This Line
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C: ACCEPTED: MATERIAL TECHNOLOGIES, INC.
DATE:_____________________ BY:________________________________
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