NET LNNX, INC.
STOCK PURCHASE AGREEMENT
INVESTMENT IN THE COMPANY INVOLVES MATERIAL RISKS.
IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION
OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS
INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE
SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING
AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS
DOCUMENT OR OTHER MATERIALS PROVIDED TO INVESTORS BY THE ISSUER. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Net Lnnx, Inc., a Pennsylvania corporation (the "Company") 000 Xxxxxx
Xxxxxx, Xxxxx 000, Xxxx Xxxx Xxxxx, Xxxxxxx, proposes to sell 250,000 shares
("Shares") of the Company's common stock, no par value ("Common Stock"), to
JRKR, L.L.P., a Colorado limited liability partnership (the "Subscriber").
Each Share will be offered for $0.40. All subscription proceeds will be
deposited by the Company in its regular bank account. The Subscriber should
make all checks in respect to their investment in the Shares payable to Net
Lnnx, Inc.
The Company has delivered to Subscriber copies of the Company's most
recent filings under the Securities Act of 1933 the ("Act") and the Securities
Exchange Act of 1934 and certain other information concerning the Company.
Subscriber represents that he has carefully studied such information and that
he has performed his own due diligence investigation with respect to the
Company and its management, operations and business prior to the date hereof.
The Company has made available to the Subscriber any and all other documents
and information which it has relating to the Company and its business. The
Subscriber has examined all such information with care, and has asked such
questions and examined such other documents which he and his advisors have
deemed necessary.
THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION FROM
REGISTRATION REQUIREMENTS OF FEDERAL AND STATE SECURITIES LAWS. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS NOT BEEN FILED WITH
THE SECURITIES EXCHANGE COMMISSION. NO STATE OR FEDERAL COMMISSION HAS
APPROVED OR DISAPPROVED THESE SECURITIES, NOR PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PURCHASE AGREEMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THIS STOCK PURCHASE AGREEMENT (the "Agreement") DOES NOT CONSTITUTE AN OFFER
OR SOLICITATION IN ANY STATE OR JURISDICTION OTHER THAN FLORIDA.
FOR FLORIDA RESIDENTS
THE SECURITIES OFFERED HEREBY WILL BE SOLD, AND ACQUIRED, IN A TRANSACTION
EXEMPT UNDER SECTION 517.061(11) OF THE FLORIDA SECURITIES AND INVESTMENT
PROTECTION ACT. THE SECURITIES HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE
STATE OF FLORIDA. PURSUANT TO SECTION 517.061(11) OF THE FLORIDA SECURITIES
AND INVESTORS PROTECTION ACT, WHEN SALES ARE MADE TO FIVE (5) OR MORE PERSONS
IN THE STATE OF FLORIDA, ANY SALE IN THE STATE OF FLORIDA MADE PURSUANT TO
SECTION 517.061(11) OF SUCH ACT IS VOIDABLE BY THE PURCHASER IN SUCH SALE
(WITHOUT INCURRING ANY LIABILITY TO THE COMPANY OR TO ANY OTHER PERSON OR
ENTITY) EITHER WITHIN THREE (3) DAYS AFTER THE FIRST TENDER OF CONSIDERATION
IS MADE BY SUCH PURCHASER TO THE ISSUER, AN AGENT OF THE ISSUER, OR AN ESCROW
AGENT OR WITHIN THREE (3) DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS
COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER. TO VOID HIS PURCHASE,
THE PURCHASER NEED ONLY SEND A LETTER OR TELEGRAM TO THE COMPANY AT THE
ADDRESS INDICATED HEREIN. ANY SUCH LETTER OR TELEGRAM SHOULD BE SENT AND
POSTMARKED PRIOR TO THE END OF THE AFOREMENTIONED THREE (3) DAY PERIOD. IT IS
PRUDENT TO SEND ANY SUCH LETTER BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED,
TO ASSURE THAT IT IS RECEIVED AND ALSO TO HAVE EVIDENCE OF THE TIME THAT IT
WAS MAILED. SHOULD A PURCHASER MAKE THIS REQUEST ORALLY, THAT PURCHASER MUST
ASK FOR WRITTEN CONFIRMATION THAT THE REQUEST HAS BEEN RECEIVED. IF NOTICE IS
NOT RECEIVED WITHIN THE TIME LIMIT SPECIFIED HEREIN, THE FOREGOING RIGHT TO
VOID THE PURCHASE SHALL BE NULL AND VOID.
1. SUBSCRIPTION.
1.1 Subscription. Subscriber agrees to purchase 250,000 Shares of
the authorized Shares of the Company, which shall be deemed fully paid and
nonassessable when issued. Subscriber agrees to pay a total purchase price of
$100,000, which equals $0.40 per Share. A check for the amount is tendered
with this Agreement.
1.2 Funds in Regular Account. Funds tendered by Subscriber will
be deposited by the Company in its regular bank account and may be used by it
immediately upon clearance. The Company intends to use such funds as general
working capital.
1.3 Sale of Shares. The Shares will be sold by the Company. No
officer, director or other person shall receive any compensation for the
placement or sale of the Shares.
1.4 Expenses. All expenses incurred in connection with this
Agreement (including legal, printing and filing fees) shall be borne by the
Company.
1.5 Risks. Investment in the Shares involves material risks and
is suitable only for persons having substantial resources who understand the
risk factors associated with this investment. Shares will be sold only to a
person with respect to whom the Company has reasonable grounds to believe, and
shall believe, immediately prior to sale, after making reasonable inquiry,
that such person has knowledge and experience in financial and business
matters that he is capable of evaluating the merits and risks of this
investment or the person has a "Purchaser Representative" as that term is
defined in Rule 501 of Regulation D promulgated under the Act, and that the
Purchaser Representative and the Subscriber together have such knowledge and
experience in financial and business matters that they are capable of
evaluating the merits and risks of this investment.
1.6 Offer and Sale only to Accredited Investors. Shares will
be sold only to "Accredited Investors", as that term is defined in Rule 501 of
Regulation D promulgated under the Act. Sales of the Shares will also be
made in compliance with applicable state investor suitability requirements.
2.0 DESCRIPTION OF SECURITIES
2.1 Authorized Stock. The Company's authorized capital consists
of 20,000,000 shares of Common Stock. There are issued and outstanding
approximately 1,611,000 shares of Common Stock. Additionally, shares of
authorized but unissued Common Stock are held in reserve by the Company for
issuance by the Company pursuant to contingencies, options and warrants.
2.2 Common Stock. The Common Stock has no conversion, preemptive
or redemption rights and such stock may only be issued as fully paid and
non-assessable shares. On liquidation, each shareholder is entitled to
receive a pro rata share of the Company's assets available for distribution to
holders of common stock.
All shares of Common Stock have equal voting rights and have one vote per
share in all matters to be voted upon by the shareholders. Cumulative voting
is not permitted.
2.3 Dilution. Subscribers may experience substantial dilution
upon their purchase of Shares. Dilution is the reduction of the value of the
Subscriber's investment measured by the difference between the price per Share
under this Agreement and the net tangible book value per Share following
execution of this Agreement.
2.4 Restrictions on Transfer. The Shares offered hereby have not
been registered under the Act, nor pursuant to the provisions of the
securities act of any state. The Shares offered herein will be sold without
benefit of registration under the federal and state securities acts by reason
of specific exemptions from registration provided by such acts.
The availability of each such exemption is dependent in part upon the
investment "intent" of each prospective Subscriber. An exemption from
registration would be unavailable if any Subscriber were purchasing Shares
with a view to the redistribution thereof.
Accordingly, each prospective Subscriber in executing this Agreement will be
required to acknowledge that the purchase is for investment, for his own
account, and without any view to the sale or other disposition thereof.
3.0 REPRESENTATIONS OF THE SUBSCRIBER
The undersigned Subscriber hereby represents, warrants, acknowledges and
covenants to the Company as follows:
a) The information provided by the undersigned in this Agreement or
otherwise is true and correct in all respects as of the date hereof;
b) The undersigned is fully aware that investment in the Shares of
the Company is speculative in nature and subject to numerous and various
risks, including but not limited to those the undersigned has discussed with
the representatives of the Company;
c) No representations or warranties of any kind with respect to the
percentage of profit and/or amount or type of consideration, profit or loss
that are to be realized, if any, as a result of this transaction have been
made to the undersigned by the Company or any agent, employee, or affiliate of
the Company, and that in entering into this transaction he is not relying upon
any information other than that derived from the results of his own
independent investigation or furnished to him by the Company;
d) The undersigned has been furnished with all materials relating to
the Company and its business activities that have been requested.
e) The undersigned has been afforded full opportunity to ask
questions of and receive answers from authorized representatives of the
Company concerning the terms and conditions of this offering and the
undersigned's investment, and all such questions have been answered to the
full satisfaction of the undersigned.
f) The undersigned has been afforded the full opportunity to obtain
any additional information necessary to verify the accuracy of any
representations of information provided to the undersigned.
g) The undersigned is presently a bona fide resident of the state
set forth below, and the address and Social Security Number or Federal
Taxpayer Identification Number set forth below are the undersigned's true and
correct residence and Social Security Number or Federal Taxpayer
Identification Number. The undersigned has no present intention of becoming a
resident of any other state or jurisdiction. If the undersigned is an estate
or trust, it represents and warrants that it was formed under the laws of, and
its principal place of business is within, such state and that it was not
organized for the purpose of acquiring the Shares offered hereby.
h) The undersigned understands that the sale of the Shares have not
been registered under the Act in reliance upon an exemption therefrom for
non-public offerings and further understands that the Shares have not been
approved or disapproved by the Securities and Exchange Commission, nor has any
state securities administrator or agency passed on the accuracy or adequacy of
any written information provided by the Company to the undersigned.
i) The undersigned (i) has adequate means of providing for his
current needs and possible personal contingencies and he has no need and
anticipates no need in the foreseeable future for liquidity in his investment
in the Company, and (ii) is able to bear the economic risk of this investment
and consequently, without limiting the generality of the foregoing, he is able
to hold his investment for an indefinite period of time and has sufficient net
worth to sustain a loss of his entire investment in the Company in the event
such loss should occur.
j) If the Subscriber is other than an individual, the person signing
on behalf of the Subscriber has full authority to sign on behalf of the
Subscriber and bind the Subscriber to the terms of this Agreement.
k) If the Subscriber is an entity other than a natural person, it
represents that: (i) it is duly organized, validly existing and in good
standing under the laws of the state of organization and has all the requisite
power and authority to invest in the Shares as provided herein; (ii) such
investment does not result in any violations of, or conflict with, any term of
the trust agreement or other documents governing the entity; and (iii) this
Agreement has been duly executed and delivered on behalf of the Subscriber and
constitutes a legal, valid and binding agreement of the Subscriber.
l) The undersigned is acquiring his Shares for his own account (no
other party has any beneficial interest in the Shares), for investment
purposes only, and not with a view to the sale or other distribution or
fractionalization thereof, in whole or in part, and is aware of the following
matters set forth in paragraphs m-p in addition to those matters otherwise set
forth herein.
m) There are substantial restrictions on the transferability of the
Shares. These securities may not be sold unless such sale is exempt from
registration under the Act and applicable state securities laws. The
Subscriber has no right to require that the securities be registered under the
Act or any state securities laws; accordingly, it may be difficult for him to
liquidate his investment in the Company.
n) The undersigned further acknowledges that the Company is under no
obligation to the undersigned to obtain any exemption from the registration
requirements of the Act; and in any event the undersigned shall be responsible
for compliance with all conditions on transfer imposed by any securities
administrator of any state and for any expenses incurred by the Company for
legal or accounting services in connection with reviewing such a proposed
transfer and/or issuing opinions in connection therewith;
o) No assurances are or have been made regarding the federal or
state income tax consequences of investment in the Company, nor has any
assurance been made that any federal income tax consequences of investment
will not be changed through adoption of new laws, amendments to existing laws
or regulations, or changes in the interpretation of existing laws and
regulations; and the Subscriber confirms that he has consulted his own tax
advisor with respect to the tax consequences and aspects of his investment in
the Company.
p) In the event of any permitted sale, assignment or transfer of
Shares, the seller may suffer adverse tax consequences.
q) The undersigned acknowledges that there have been no
representations or warranties of any nature by the Company or its
representatives concerning the ultimate economic consequences of his
investment in the Shares, and declaration of any dividends that may be paid
lies in the sole discretion of the board of directors.
r) The Subscriber, alone or with his advisors, has the ability and
investment sophistication to understand the information provided to him and to
determine any need which he may have for additional information.
The foregoing representations, warranties, acknowledgements and
covenants shall be true and accurate as of the date hereof and as of the date
of delivery of the Subscription payment to the Company and shall survive such
delivery and the acceptance of this Subscription.
The undersigned acknowledges that he understands the meaning and
legal consequences of the representations, warranties, acknowledgements and
covenants herein and that the Company has relied and will rely thereon, and
the undersigned hereby agrees to indemnify and hold harmless the Company and
its officers, directors, controlling persons, agents employees, professional
advisors and affiliates from and against any and all loss, cost, damage or
liability (including reasonable attorney's fees and litigation costs) due to
or arising out of a breach of any such representation, warranty,
acknowledgment or covenant of the undersigned contained in this Agreement.
4.0 RESTRICTIONS ON RESALE.
The Subscriber understands and agrees that the following
restrictions and limitations are applicable to his purchase and his resale,
hypothecation or other transfer of his Shares pursuant to Sections 3(b) and
4(2) of the Act, Regulation D promulgated under the Act, and state securities
laws:
4.01 Legend. A legend in substantially the following form has
been or will be placed on any certificate(s) evidencing the Shares:
THE SECURITIES REPRESENTED BY THIS INVESTMENT HAVE BEEN ACQUIRED
FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATIONS, SUCH
SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED,
EXCEPT WITH THE WRITTEN CONSENT OF THE COMPANY, WHICH CONSENT MAY BE WITHHELD
IN ITS SOLE DISCRETION, AND EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION
OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATIONS ARE NOT
REQUIRED FOR SUCH TRANSFER, OR THE SUBMISSION TO THE COMPANY OF OTHER EVIDENCE
AS MAY BE SATISFACTORY TO IT TO THE EFFECT THAT THE SECURITIES ACT OF 1933, AS
AMENDED, APPLICABLE STATE SECURITIES LAWS, OR ANY RULE OR REGULATION
PROMULGATED THEREUNDER HAVE BEEN COMPLIED WITH.
4.02 Stop Transfer. Stop transfer instructions to the transfer
agent, if any, of the Shares have been or will be placed with respect to the
Shares so as to restrict resale, pledge, hypothecation or other transfer
thereof, subject to further items hereof, including the provisions of the
legend set forth in Section 4.01 above.
4.03 New Certificates. The legend and stop transfer instructions
described in Sections 4.01 and 4.02, above, will be placed with respect to any
new certificate(s) issued upon presentment by the undersigned of
certificate(s) for transfer.
5.0 ACCEPTANCE BY THE COMPANY
The undersigned hereby acknowledges that this Subscription is not
binding on the Company until the Company accepts it, which acceptance is
within the sole discretion of the Company, by executing this Agreement where
indicated. The undersigned agrees that Subscriptions need not be accepted in
the order that they are received. If such acceptance is not timely obtained,
the Company shall return to the undersigned, without interest or deduction,
the cash or check tendered by the undersigned herewith and the Company and the
undersigned shall have no further obligation to each other hereunder.
6.0 APPLICABLE TO SALES IN FLORIDA
The undersigned hereby confirms his understanding that this
Subscription is voidable, without penalty, within three (3) days of the date
hereof or within three (3) days after his first tender of consideration to the
Company, whichever occurs first, as provided by Section 517.061(11)(a),
Florida Statutes.
7.0 NOTICES
Any notice of other communications given or permitted under this
Agreement shall be in writing and will be deemed to have been duly given if
personally delivered or sent by registered or
certified mail, return receipt requested, postage prepaid, (i) if to the
Subscriber to the address designated by the Subscriber on the signature page
of this Agreement, and (ii) if to the Company at 000 Xxxxxx Xxxxxx, Xxxxx 000,
Xxxx Xxxx Xxxxx, Xxxxxxx 00000.
8.0 WAIVER AND MODIFICATION
The provisions of this Agreement may not be modified or waived
except in writing.
9.0 ARBITRATION
Any dispute or difference with respect to any matter arising out of
or in connection with this Agreement shall first be submitted for arbitration
to the American Arbitration Association.
10.0 ATTORNEY'S FEES
The prevailing party in any litigation, arbitration or mediation
relating to this Agreement shall be entitled to recover its reasonable
attorney's fees from the other party for all matters, including but not
limited to appeals. Palm Beach County, Florida, shall be proper venue for any
litigation involving this Agreement.
11.0 FLORIDA LAW TO GOVERN
Notwithstanding the place where this Agreement may be executed by
any of the parties hereto, the parties hereto expressly agree that all the
terms and provisions hereof shall be construed in accordance with and governed
by the laws of the State of Florida.
IN WITNESS WHEREOF, the undersigned have executed this Agreement this
____ day of April 1997.
ACCEPTED THIS ____ DAY
OF APRIL
NET LNNX, INC.
/S/___________________ By:/s/Xxxxxx X. Xxxxx, Xx.
Witness Xxxxxx X. Xxxxx, Xx.,
President
SIGNATURE OF SUBSCRIBER
JRKR, L.L.P.
/s/___________________ /s/Xxxxx X. Xxxxxxx
Witness Xxxxx X. Xxxxxxx, Managing
Partner
CAPACITY OF SUBSCRIBER
Check Appropriate Lines:
______ INDIVIDUAL RESIDENT ADDRESS:
______ JOINT TENANTS WITH 0000 Xxxxxxx Xxxxxx
RIGHTS OF SURVIVORSHIP Number and Street
Both Parties Must Sign
Xxx Xxxxx, XX 00000
Xxxx, Xxxxx & Zip
___X__ LIMITED LIABILITY
PARTNERSHIP Social Security Number
For Individual or Other
Federal Taxpayer
______ TRUST Identification Number
The Name of the Trust,
Name of Trustee(s)
and Date Such Trust Was
Formed Are As Follows:
______________________
______________________
______________________
