Exhibit 10.20
SUBSCRIPTION AGREEMENT
(Accredited Investor)
This Subscription Agreement ("Agreement") is entered into between
SiteWorks Inc US company (the "Company"), and the undersigned investor, ZONO PLC
(Investor"), as of the date on the Acceptance of Subscription signed by the
Company. If more that one person signs this Agreement as an investor, then all
references to the Investor in this Agreement include the co-investor(s).
1. Subscriptiona. The Investor hereby irrevocably agrees to invest, via
the purchase of stock at 30 % discount to the average bid price 7 days before
and after the sale date of shares, over not more than a sis month (6) month
period, the guaranteed sum of $850,000.00 United States Dollars into the Company
on accordance with the Terms and Conditions of a Convertible Promissory Note, of
even date herewith, between the Company and the Investor.
2. Approval; Acceptance. This Agreement will become effective only upon
acceptance of the Agreement by the Company evidenced by the Company's signature
below. If this Agreement is not approved and accepted, then the Company will
notify the Investor and return any funds the Investor may have delivered to the
Company promptly after non-acceptance.
3. Disclosure. The Investor acknowledges that the Investor received and
carefully read the following documents (the "Disclosure Documents"):
o The Company's financial reports for the period ending December 31, 2003.
o The Offering Package of which this Agreement is a part, including the
Memorandum summarizing the offering of Debentures and Shares, in the anticipated
parent of the Company and the Risk Factors describing some of the risks of
investing in the Company or such parent.
o The business plan and financial projections.
The Investor also acknowledges and agrees that:
o The Company has made available to the Investor, or to the Investor's
attorney, accountant or representative, all other documents that the Investor
has requested;
o The Investor has requested all documents and other information that the
Investor has deemed necessary for making an investment in the Company;
o The Company has provided answers to all questions concerning the
investment in the Company; and
o The Investor has carefully considered and has, to the extent the
Investor believes such discussion necessary, discussed with the Investor's
professional legal, tax and financial advisers the suitability of an investment
in the Company for the Investor's particular tax and financial situation.
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4. Investor Status. The Investor certifies that the Investor qualifies as
an "Accredited Investor" as defined in Regulation D of the Securities Act of
1933 because the Investor is:
___ A director or executive officer of the Company;
___ A natural person whose individual net worth, or joint net worth with the
Investor's spouse, at the time of the purchase exceeds $1,000,000;
___ 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 the Investor's
spouse in excess of $300,000 in each of those years, and who has a
reasonable expectation of reaching the same income level in the current
year;
___ An entity that has assets of at least $5,000,000.
___ An entity in which all of the equity owners are accredited investors.
___ A trust, with total assets in excess of $5,000,000 not formed for the
specific purpose of acquiring the Shares, whose purchase is directed by a
sophisticated person as described in Rule 506(b)(2)(ii) of Reg. D; or
5. Other Securities Issues. The Investor represents and warrants to the
Company that:
5.1 Risk of Loss. The Investor recognizes that the Company has a
limited operating history, as described in the Disclosure Documents, and that an
investment in the Company involves substantial risks that could result in the
loss of the Investor's entire investment. The Investor is able, without
impairing the Investor's financial condition, to hold the equity interest of the
Company for an indefinite period and to suffer a complete loss of the Investor's
investment in the Company.
5.2 Investment Intent. The Investor certifies that it is making the
investment for Investor's own account and not on behalf of any other person, nor
with a view to, or for resale or other distribution of the equity interest of
the Company which has been pledged as collateral. The Investor is not acting as
a "broker" or "dealer" as those terms are defined in Section 3 of the Securities
Exchange Act of 1934, to the Securities.
6. Independent Advice. The Investor understands that this Agreement
contains provisions that may have significant legal, financial and tax
consequences for the Investor. The Investor acknowledges that the Company has
recommended that the Investor seek independent legal, tax and financial advice
before entering into this Agreement.
7. Confidentiality. The Investor acknowledges that the information
provided to the Investor regarding the Company is confidential and non-public
and agrees that all of the information will be kept in confidence by the
Investor and neither used to the Investor's personal benefit (other than in
connection with the Investor's investment decision) nor disclosed to any third
party. However, the Investor's obligation of nondisclosure does not apply to any
such information that: (a) is part of the public knowledge or literature and is
readily accessible as of the date of this Agreement, (b) becomes public
knowledge or literature and, hence, readily accessible through publication not
directly or indirectly attributable to the Investor, or (c) is received from
third parties, except third parties who disclose it in violation of
confidentiality agreements they may have with the Company.
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8. General Provisions. This Agreement will be enforced, governed and
construed exclusively under the laws of Germany. The parties consent to the
jurisdiction of and venue in any appropriate court in Germany. This Agreement is
binding upon the Investor, the Investor's heirs, estate, legal representatives,
successors and assigns, and is for the benefit of the Company, its successors
and assigns. If any portion of this Agreement is held to be invalid by a court
having jurisdiction, the remaining terms of this Agreement shall remain in full
force and effect to the extent possible. This Agreement constitutes the entire
agreement of the parties, and supercedes all previous agreements, written or
oral, with regard to the Investor's investment in the Company. Any agreement to
waive or modify any term of this Agreement must be in writing signed by both
parties. This Agreement may be executed in two or more counterparts, all of
which shall constitute but one and the same instrument.
9. Investor Information. The Investor certifies under penalty of perjury
that the information following the Investor's signature is correct as of the
date of the signature.
Executed as of the date first written above.
INVESTOR:
SITEWORKS ZONO PLC a UK company
Signature:
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Title:
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Residence Address:
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Daytime Telephone
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E-Mail Address:
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Social Security or Tax Identification Number: ▇▇▇▇▇▇▇▇▇
Date signed:
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CO-INVESTOR (if applicable):
Signature:
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Name:
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Title:
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Residence Address:
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Daytime Telephone
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E-Mail Address:
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Social Security or Tax Identification Number:
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Date signed:
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If Joint Ownership, check one (all parties must sign above):
[ ] Joint Tenants with Right of Survivorship [ ] Tenants in Common
[ ] Community Property
If Investor is a fiduciary or business organization, check one:
[ ]Trust [ ]Estate [ ]Power of Attorney
[ ]Name and Type of Business Organization: _____________________________________
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ITEM 17. ACCEPTANCE OF SUBSCRIPTION
This Subscription has been approved by the Company and is accepted for and
on behalf of the Company as of __Dec _, 2004.
SITEWORKS
By:
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Name: C M Nurse
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Title: CEO
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