SPECTRUMDNA, INC. INVESTMENT AGREEMENT
EX-4.4
In
connection with the issuance to the undersigned (hereinafter “Holder”) of shares
of common stock (the “Shares”) of SPECTRUMNDA, INC., a Delaware corporation (the
“Company”), on a monthly basis in lieu of the Holder’s first-tier increase in
salary of $833.33 per month commencing as of April 1, 2007 and continuing
monthly thereafter until March 31, 2008, the Holder hereby acknowledges and
agrees that the Holder is entitled to receive pursuant thereto 1,667 Shares
per
month for nine consecutive months from April through December 2007 and 1,515
Shares per month for each of January, February and March 2008. The Holder
further represents and warrants to the Company as follows:
1.
Investor
Status.
Holder
represents that the Holder (i) is able to bear the economic risks of his or
her
investment in the Shares
and
to
afford the complete loss of the investment; and (ii) has a pre-existing personal
or business relationship with either the Company or any affiliate thereof of
such duration and nature as would enable a reasonably prudent investor to be
aware of the character, business acumen and general business and financial
circumstances of the Company or such affiliate, or by reason of his or her
business or financial experience or the business or financial experience of
his
or her professional advisors who are unaffiliated with and who are not
compensated by the Company or any affiliate or selling agent of the Company,
directly or indirectly, could be reasonably assumed to have the capacity to
protect his or her own interests in connection with the investment, and is
otherwise personally qualified to evaluate and assess the risks, nature and
other aspects of the investment. Holder
understands that the Shares are being offered to him in reliance upon specific
exemptions from the registration requirements of United States federal and
state
securities laws and that Company is relying upon the truth and accuracy of,
and
Holder’s compliance with, the representations, warranties, agreements,
acknowledgments and understandings of Holder set forth herein in order to
determine the availability of such exemptions and the eligibility of Holder
to
receive the Shares.
2. Investment
Experience; Suitability.
Holder
is familiar with the type of risks inherent in the acquisition of securities
such as the Shares and Holder’s financial position is such that he can afford to
retain the Shares for an indefinite period of time without realizing any direct
or indirect cash return on his or her investment.
3.
Investment
Purpose.
Holder
represents that the Shares are being issued to the Holder for his or her own
account, for investment purposes only and not for distribution or resale to
others in contravention of the registration requirements of the Securities
Act
of 1933, as amended (the “Securities Act”). Holder agrees that he will not sell
or otherwise transfer the Shares being issued to him unless such shares are
registered under the Securities Act or unless an exemption from such
registration is available.
4.
Information.
Holder
and his advisors, if any, have been furnished with all materials relating to
the
business, finances and operations of Company and materials relating to the
offer
and sale of the Shares which have been requested by Holder or his advisors.
Holder and his advisors, if any, have been afforded the opportunity to ask
questions of the Company. Notwithstanding the foregoing, Company has not
disclosed to Holder any material nonpublic information and will not disclose
such information unless such information is disclosed to the public prior to
or
promptly following such disclosure to Holder. Holder understands that his
investment in the Shares involves a significant degree of risk. Holder
represents that the issuance of the Shares is not being accomplished by the
publication of any advertisement.
IN
WITNESS WHEREOF,
the
Holder has caused this Investment Agreement to be executed as of the date
indicated below.
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Print
or
Type Name
_________________________________________
Signature
_________________________________________
Address
_________________________________________
_________________________________________
Soc.
Sec.
No.
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Date