K-KITZ, INC. SUBSCRIPTION AGREEMENT
K-KITZ,
INC.
NO
NON-U.S. PURCHASER MAY ENGAGE IN ANY HEDGING TRANSACTIONS WITH RESPECT TO THE
SECURITIES.
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To:
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K-KITZ,
INC.
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Attn:
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Ms.
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President
and Chief Executive Officer
This
Subscription Agreement sets forth the terms under which the undersigned
("Subscriber") will invest in K-Kitz, Inc., a Delaware corporation (the
"Corporation"). This Subscription is one of a limited number of subscriptions
for up to 2,000,000 shares of Common Stock at a price of $0.05 per share (the
"Shares" or the "Securities").
The
Shares are being offered to a limited number of Subscribers on behalf of the
Corporation.
Execution
of this Subscription Agreement by the Subscriber shall constitute an offer by
the Subscriber to subscribe for the Shares set forth in this Agreement on the
terms and conditions specified herein. The Corporation reserves the right to
reject such subscription offer, or, by executing a copy of this Subscription
Agreement, to accept such offer. If the Subscriber's offer is accepted, the
Corporation will execute this Subscription Agreement and return an executed copy
of the Subscription Agreement to the Subscriber. If the Subscriber's offer is
rejected, the payment accompanying this Subscription Agreement will be returned,
with the notice of rejection.
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A.
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NON-UNITED STATES
SUBSCRIBER DECLARATION
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The
Subscriber acknowledges that the Subscriber is purchasing the Shares on a
private basis and the Subscriber represents that the Subscriber has the
following relationship with a director, officer or promoter of the Corporation
(check one):
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Friend
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Relative
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Business associate
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B.
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UNITED STATES
SUBSCRIBER DECLARATION
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If the
undersigned is a United States resident, the undersigned warrants and certifies
that the undersigned is an Accredited Investor as that term is defined in
Regulation D promulgated under the 1933 Act, by virtue of the undersigned's
qualification under one or more of the following categories (please check the
appropriate space or spaces):
_____ The
undersigned is a natural person whose individual net worth, or joint net worth
with the person's spouse exceeds $1,000,000.
_____ The
undersigned 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 of reaching the same income level in the current year.
_____ The
undersigned is a corporation, organization described in Section 501(c)(3) of the
United States Internal Revenue Code, Massachusetts Trust or similar business
trust, or partnership, not formed for the specific purpose of acquiring the
Securities, with total assets in excess of $5,000,000.
_____ The
undersigned is a trust, with total assets in excess of $5,000,000, not formed
for the specific purpose of acquiring the Securities, whose purchase is directed
by a sophisticated person.
_____ The
undersigned is a director or executive officer of the Corporation.
_____ The
undersigned is a private business development Corporation as defined in Section
202(a)(22) of the Investment Advisers Act of 1940.
_____ The
undersigned is a bank as defined in Section 3(a)(2) of the 1933 Act, or a
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; a broker or dealer registered pursuant to Section 15 of the Securities
Exchange Act of 1934; an insurance corporation 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; a plan established and maintained by a state, its political
subdivision, or any agency or instrumentality of a state or its political
subdivisions, for the benefit of its employees, if such plan has total assets in
excess of $5,000,000; an employee benefit plan within the meaning 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 subscribers.
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_____ The
undersigned is an entity in which all of the equity owners are accredited
subscribers under one or more of the categories set forth above.
All
Accredited Investors must initial the
following:
_____ I
understand that the representations contained in this section are made for the
purpose of qualifying me as an Accredited Investor as that term is defined
pursuant to Regulation D under the 1933 Act, for the purpose of inducing a sale
of Securities to me. I hereby represent that the statement or statements
initialed above are true and correct in all respect. I understand that a false
representation may constitute a violation of law, and that any person who
suffers damage as a result of a false representation may have a claim against me
for damages.
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C.
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TERMS,
CORPORATE DISCLOSURE AND GENERAL
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SUBSCRIBER
ACKNOWLEDGEMENTS AND
WARRANTIES
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1.
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Use
of Funds of the Shares
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The Subscriber acknowledges that the
funds to be raised from the Shares are to be employed for the business of the
Corporation in accordance with management's discretion as to the best use of the
same for the Corporation's business plans. The Corporation reserves the right at
any time to alter its business plans in accordance with management's
appreciation of the market for the goods and services of the
Corporation.
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2.
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Method
of Subscription and Terms of Fund
Release
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A Subscription shall be made by
delivering to the Corporation a signed copy of this Subscription Agreement and
the Subscription Price made to the Corporation or such party as the Corporation
may direct. The funds will be employed by the Corporation immediately upon
acceptance of the subscription, or of the lesser amount if the full subscription
is not accepted.
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The Corporation shall return to the
Subscriber the Subscription Price, or such amount as has not been accepted, as
to such part of the subscription which the Corporation has not
accepted.
The
Subscriber hereby agrees and acknowledges that:
(a) Further
Financing. The
Corporation may issue further offers similar to the within which may bear higher
or lower prices, as reasonably determined by the Corporation. The Corporation
may, and will, acquire debt and/or equity financing in the future if required or
advisable in the course of the Corporation's business development.
(b) Withdrawal or
Revocation. This
Subscription Agreement is given for valuable consideration and shall not be
withdrawn or revoked by the Subscriber once tendered to the Corporation with the
Subscription Price.
(c) Agreement to be
Bound. The
Subscriber hereby specifically agrees to be bound by the terms of this
Subscription Agreement as to all particulars hereof and hereby reaffirms the
acknowledgments, representations, and powers set forth in this Subscription
Agreement;
(d) Reliance on Subscriber's
Representations. The
Subscriber understands that the Corporation will rely on the acknowledgments,
representations, and covenants of the Subscriber herein in determining whether a
sale of the Shares to the Subscriber is in compliance with applicable securities
laws. The Subscriber warrants that all acknowledgments, representations and
covenants are true and accurate.
(e) Waiver of Preemptive
Rights. The
Subscriber hereby grants, conveys, and vests the Chief Executive Officer of the
Corporation as the Subscriber's power of attorney solely for the purpose of
waiving any prior or preemptive right which the Subscriber may have under
applicable law to further issues of Securities of the Corporation.
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3.
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Subscriber's
Representations, Warranties, and
Understandings
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The
Subscriber represents and warrants to the Corporation and understands
that:
(a) Principal.
The
Subscriber is purchasing the Shares as principal for his own account and not for
the benefit of any other person except as otherwise stated herein, and not with
a view to the resale or distribution of all or any of the Shares.
(b) Decision to
Purchase. The
decision of the Subscriber to enter into this agreement and to purchase Shares
pursuant hereto has been based only on the representation of this agreement and
any collateral business plan or offering memorandum provided herewith or based
upon the Subscriber's relationship with the foregoing stated person of the
Corporation. It is not made on other information relating to the Corporation and
not upon any oral representation as to fact or otherwise made by or on behalf of
the Corporation or any other person. The Subscriber agrees that the Corporation
assumes no responsibility or liability of any nature whatsoever for the
accuracy, adequacy or completeness of any business plan information, which has
been created based upon the Corporation's management experience. In particular,
and without limiting the generality of the foregoing, the decision to subscribe
for Shares has not been influenced by:
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Newspaper,
magazine or other media articles or reports related to the Corporation or
its business; or
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Promotional
literature or other materials used by the Corporation for sales or
marketing purposes; or
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Any
representation, oral or otherwise that the Corporation will become a
listed company, that the Shares will be repurchased or have any guaranteed
future realizable value, or that there is any certainty as to the success
of the Corporation or liquidity or value of the
Shares.
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(c) Economic Risk.
The
Subscriber has such knowledge and experience in financial and business affairs
as to be capable of evaluation the merits and risks of his investment in the
Shares and the Subscriber is able to bear the economic risk of a total loss of
the Subscriber's investment in the Shares.
(d) Speculative
Investment. The
Subscriber understands that an investment in the Shares is a speculative
investment and that there is no guarantee of success of management's plans.
Management's plans are an effort to apply present knowledge and experience to
project a future course of action which is hoped will result in financial
success employing the Corporation's assets and present level of management's
skills, and those whom the Corporation will need to attract (which cannot be
assured). Additionally, all plans are capable of being frustrated by new or
unrecognized or unappreciated circumstances which can typically not be
accurately, or at all, predicted.
(e) Status.
If the
Subscriber is a U.S. person then such has been declared in this document and the
Subscriber qualifies as an eligible subscriber under the relevant state and
federal U.S. laws as elsewhere herein specified.
(f) Address.
The
Subscriber is resident as set out on the last page of this Agreement as the
"Subscriber's Address" and the address set forth on the last page of this
Agreement is the true and correct address of the Subscriber.
(g) Risk and Resale
Restriction. The
Subscriber is aware of the risks and other characteristics of the Securities and
of the fact that the Subscriber will not be able to resell the Securities except
in accordance with the applicable securities legislation and regulatory
policy.
(h) Receipt of
Information. The
Subscriber acknowledges that, to his satisfaction:
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He
has either had access to or has been furnished with sufficient information
regarding the Corporation and the terms of this investment transaction to
his satisfaction;
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He
has been provided the opportunity to ask questions concerning this
investment transaction and the terms and conditions thereof and all such
questions have been answered to his satisfaction;
and
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He
has been given ready access to and an opportunity to review any
information, oral or written, that he has requested, in particular to any
offering memorandum or business plan of the Corporation, if available,
concurrent with or as a part of this
subscription.
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(i) Confidentiality.
The
Subscriber understands that the Corporation's business plan and this Agreement
are confidential. The Subscriber has not distributed such, or divulged the
contents thereof, to anyone other than such legal or financial advisors as the
Subscriber has deemed desirable for purposes of evaluating an investment in the
Shares and the Subscriber has not made any copies thereof except for his own
records.
(j) Age of Majority.
The
Subscriber, if an individual, has attained the age of majority and is legally
competent to execute this Agreement and to take all actions required pursuant
hereto.
(k) Authorization and Formation
of Subscriber. The
Subscriber, if a corporation, partnership, trust or other form of business
entity, is authorized and otherwise duly qualified to purchase and hold the
Shares and such entity has not been formed for the specific purpose of acquiring
Shares in the Offering. If the Subscriber is one of the aforementioned entities,
it hereby agrees that upon request of the Corporation it will supply the
Corporation with any additional written information that may be requested by the
Corporation.
(l) Legal Obligation.
This
Agreement has been duly and validly authorized, executed and delivered by and
constitutes a legal, valid, binding and enforceable obligation of the
Subscriber.
(m) Compliance with Applicable
Laws. The
Subscriber knows of no reason why the delivery of this Agreement, the acceptance
of it by the Corporation and the issuance of the Shares or resultant Shares to
the Subscriber will not comply with all applicable laws of the Subscriber's
jurisdiction of residence or domicile, and all other applicable laws, and the
Subscriber has no reason to believe that such will cause the Corporation to
become subject to or required to comply with any additional disclosure,
prospectus or reporting requirements. The Subscriber will comply with all
applicable securities laws and will assist the Corporation in all reasonable
manners to comply with all applicable securities laws.
(n) Encumbrance or Transfer of
Shares. The
Subscriber will not sell, assign, gift, pledge or encumber in any manner
whatsoever the Shares herein subscribed without the prior written consent of the
Corporation and in accordance with applicable securities laws.
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The Subscriber agrees that the above
representations and warranties of the Subscriber will be true and correct as of
the execution of and acceptance of this Agreement and will survive the
completion of the issuance of the Shares. The Subscriber understands that the
Corporation will rely on the representations and warranties of the Subscriber
herein in determining whether a sale of the Shares to the Subscriber is in
compliance with federal and applicable state or provincial securities laws and
the Subscriber warrants to indemnify and hold harmless the Corporation from all
damages or claims resulting from any misrepresentation by the
Subscriber.
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4.
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Material
Changes
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The Subscriber undertakes to notify the
Corporation immediately should there be any material change in the foregoing
warranties and representations and provide the Corporation with the revised or
corrected information. The Subscriber hereby agrees to indemnify and hold the
Corporation and its affiliates, and the Escrow Agent harmless from and against
any and all liability, damage, cost or expense (including reasonable attorneys'
fees) incurred on account of or arising out of:
(a) Any
inaccuracy in the Subscriber's acknowledgments, representations or warranties
set forth in this Agreement;
(b) The
Subscriber's disposition of any of the Shares contrary to the Subscriber's
acknowledgments, representations or warranties in this Agreement;
(c) Any
suit or proceeding based upon a claim that said acknowledgments, representations
or warranties were inaccurate or misleading or otherwise cause for obtaining
damages or redress from the Corporation or its affiliates or the disposition of
all or any part of the Subscriber's Shares; and
(d) The
Subscriber's failure to fulfill any or all of the Subscriber's obligations
herein.
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5.
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Address
for Delivery
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Each notice, demand or other
communication required or permitted to be given under this Agreement shall be in
writing and shall be sent by delivery (electronic or otherwise) or prepaid
registered mail deposited in a post office addressed to the Subscriber or the
Corporation at the address specified in this Agreement. The date of receipt of
such notice, demand or other communication shall be the date of delivery thereof
if delivered, or, if given by registered mail as aforesaid, shall be deemed
conclusively to be the fifth day after the same shall have been so mailed,
except in the case of interruption of postal services for any reason whatsoever,
in which case the date of receipt shall be the date on which the notice, demand
or other communication is actually received by the addressee.
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6.
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Change
of Address
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Either party may at any time, and from
time to time, notify the other party in writing of a change of address and the
new address to which notice shall be given to it thereafter until further
change.
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7.
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Severability
and Construction
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Each section, sub-section, paragraph,
sub-paragraph, term and provision of this Agreement, and any portion thereof,
shall be considered severable, and if, for any reason, any portion of this
Agreement is determined to be invalid, contrary to or in conflict with any
applicable present or future law, rule or regulation, that ruling shall not
impair the operation of, or have any other effect upon, such other portions of
this Agreement as may remain otherwise intelligible (all of which shall remain
binding on the parties and continue to be given full force and agreement as of
the date upon which the ruling becomes final). The word "he" in this Agreement
shall also mean she or it, relative of the Subscriber.
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8.
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Governing
Law
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This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware. Any dispute
regarding matters as between the Subscriber and the Corporation, whether as a
Subscriber or Shareholder, and whether arising under this Agreement or pursuant
to the documents of the Corporation or applicable law, shall be adjudicated in
Delaware unless the Corporation shall determine or permit
otherwise.
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9.
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Survival
of Representations and
Warranties
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The covenants, representations and
warranties contained herein shall survive the closing of the transactions
contemplated hereby.
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10.
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Counterparts
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This Agreement may be signed by the
parties hereto in as many counterparts as may be necessary, each of which so
signed shall be deemed to be an original, and such counterparts together shall
constitute one and the same instrument and notwithstanding the date of execution
will be deemed to bear the execution date as set forth in this Agreement. This
Agreement may be executed and exchanged by facsimile and such facsimile copies
shall be valid and enforceable agreements.
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11.
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Entire
Agreement
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This Agreement constitutes the only
agreement between the parties with respect to the subject matter hereof and
shall supersede any and all prior negotiations and understandings. There are no
collateral agreements or understandings hereto and this Agreement, and the
documents contemplated herein, constitutes the totality of the parties'
agreement. This Agreement may be amended or modified in any respect by written
instrument only.
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12.
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Successors
and Assigns
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The terms and provisions of this
Agreement shall be binding upon and inure to the benefit of the Subscriber, the
Corporation, the other stated companies for which the Corporation acts as agent,
and their respective successors and lawfully permitted assigns; provided that,
except as herein provided, this Agreement shall not be assignable by any party
without the written consent of the other. The benefit and obligations of this
Agreement, insofar as they extend to or affect the Subscriber, shall pass with
any assignment or transfer of the Shares in accordance with the terms of this
Agreement.
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13.
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Subscription
Amount and Payments
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Subscriber hereby subscribes for
______________ (Number) of Shares for a total purchase price of $________
(Number of Shares x $0.05) and hereby submits a check in the amount of $________
(Number of Shares x $0.05) made payable to:
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K-Kitz,
Inc.
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| Attn: |
Ms.
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President and Chief
Executive
Officer
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14.
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Effective
Date
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This Agreement shall take effect upon
the date of acceptance by the Corporation.
DATED at
__________, __________ on this _____ day of __________ 2009.
Name of
Subscriber (please print):
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Social
Security Number / Corporate Federal ID Number:
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Subscriber's
Address:
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Subscriber's
email address:
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Official
Capacity or Title (corporations only):
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Telephone
Number:
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Authorized
Signature:
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ACCEPTANCE
The
Corporation hereby accepts the above subscription as of this _____ day of
________ 2009.
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K-KITZ,
INC.
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By:
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Title:
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