Exhibit 10.1
SUBSCRIPTION AGREEMENT
Point Acquisition Corporation
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▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
The undersigned subscriber ("Subscriber") hereby tenders this Subscription
Agreement (this "Agreement") in accordance with and subject to the terms and
conditions set forth herein:
1. Subscription.
1.1 Subscriber hereby subscribes for and agrees to purchase the number of
post Reverse Split (as hereinafter defined) shares (the "Shares") of common
shares, $.001 par value per share (the "Common Shares"), of Point Acquisition
Corporation, a Nevada corporation (the "Company"), indicated on the signature
page attached hereto at the purchase price set forth on such signature page (the
"Purchase Price"), such Purchase Price being equal to the product of (i) the
number of Common Shares subscribed for by the Subscriber and (ii) $.25.
Subscriber has made or will make payment by wire transfer of funds in accordance
with instructions from the Company in the full amount of the Purchase Price of
the Common Shares for which Subscriber is subscribing (the "Payment").
1.2 This Agreement is part of an isolated offering of Common Shares being
conducted by the Company in reliance upon the exemption from the registration
requirements of the Securities Act of 1933, as amended ( the "Act"), afforded by
Section 4(2) thereunder.
1.3 The Company will hold closing of the offering (the "Closing") at any
mutually agreeable time after completion of the Reverse Split, hereinafter
sometimes referred to as a "Closing Date." Upon receipt by the Company of the
requisite payment for all Common Shares to be purchased by the Subscriber, the
Common Shares so purchased will be issued in the name of Subscriber, and the
name of the Subscriber will be registered on the stock transfer books of the
Company as the record owner of such Common Shares. The Company will promptly
thereafter issue to the Subscriber participating in such closing a stock
certificate for the Common Shares so purchased.
1.4 Subscriber hereby agrees to be bound hereby upon (i) execution and
delivery to the Company of the signature page to this Agreement and (ii) written
acceptance on the Closing Date by the Company of Subscriber's subscription,
which shall be confirmed by faxing to the Subscriber the signature page to this
Agreement that has been executed by the Company (the "Subscription").
2. Offering Material.
2.1 Subscriber represents and warrants that it is in receipt of and that it
has carefully read all documents filed by the Company with the US Securities and
Exchange (the "SEC") Commission prior to the date of this Agreement.
Said documents shall be referred to herein as the "Disclosure Documents."
3. Conditions to Subscriber's Obligations.
3.1 The obligation of Subscriber to close the transaction contemplated by
this Agreement (the "Transaction") is subject to the satisfaction on or prior to
the Closing Date of the conditions set forth in Sections 3.2 through 3.5 hereof
and the satisfaction of Section 3.6 on and as of the Closing Date.
3.2 The Company shall have executed this Agreement and delivered the same
to the Subscriber.
3.3 The Board of Directors of the Company shall have adopted resolutions
consistent with Section 4.1(e) below in a form reasonably acceptable to the
Subscriber.
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3.4 Subscriber shall have received copies of all documents and information
which it may have reasonably requested in connection with the Offering.
3.5 No stop order or suspension of trading shall have been imposed by the
SEC, or any other governmental regulatory body with respect to public trading in
Common Shares of the Company.
3.6 The representations and warranties of the Company shall be true and
correct on and as of the Closing Date as though made on and as of such date.
4. Representations and Warranties; Covenants; Survival.
4.1 The Company represents and warrants to Subscriber that, at the date of
this Agreement and at the Closing Date on which Subscriber purchases Common
Shares:
(a) The Company has the full power and authority to execute and deliver
this Agreement and to perform its obligations hereunder. This Agreement
constitutes the valid and legally binding obligation of the Company, enforceable
in accordance with its terms. The Company need not give any notice to, make any
filings with, or obtain any authorization, consent, or approval of any
government or governmental agency in order to consummate the transactions
contemplated by this Agreement.
(b) The Company and each of its subsidiaries, if any, are corporations
duly organized, validly existing and in good standing under the laws of their
states of incorporation, with all requisite corporate power and authority to
carry on the business in which they are engaged and to own the properties they
own, and the Company has all requisite power and authority to execute and
deliver this Agreement and to consummate the transactions contemplated hereby.
The Company and each of its subsidiaries are duly qualified and licensed to do
business and are in good standing in all jurisdictions where the nature of their
business makes such qualification necessary, except where the failure to be
qualified or licensed would not have a material adverse effect on the business
of the Company and its subsidiaries, taken as a whole.
(c) Except as set forth in the Company's filings with the SEC, there
are no legal actions or administrative proceedings or investigations instituted,
or to the best knowledge of the Company threatened, against the Company, that
could reasonably be expected to have a material adverse effect on the Company or
any subsidiary, any of the Common Shares, or the business of the Company and its
subsidiaries, if any, or which concerns the transactions contemplated by this
Agreement.
(d) The Company, by appropriate and required corporate action, has, or
will have prior to the Closing, duly authorized the execution of this Agreement
and the issuance and delivery of the Common Shares. The Common Shares are not
subject to preemptive or other rights of any stockholders of the Company and
when issued in accordance with the terms of this Agreement and the Articles of
Incorporation of the Company, as amended and currently in effect, the Common
Shares will be validly issued, fully paid and nonassessable and free and clear
of all pledges, liens and encumbrances. The issuance of the Common Shares
hereunder will not trigger any outstanding antidilution rights.
(e) Performance of this Agreement and compliance with the provisions
hereof will not violate any provision of any applicable law or of the Articles
of Incorporation or Bylaws of the Company, or of any of its subsidiaries, and,
will not conflict with or result in any breach of any of the terms, conditions
or provisions of, or constitute a default under, or result in the creation or
imposition of any lien, charge or encumbrance upon, any of the properties or
assets of the Company, or of any of its subsidiaries, pursuant to the terms of
any indenture, mortgage, deed of trust or other agreement or instrument binding
upon the Company, or any of its subsidiaries, other than such breaches, defaults
or liens which would not have a material adverse effect on the Company and its
subsidiaries taken as a whole. The Company is not in default under any provision
of its charter or by-laws or other organizational documents or under any
provision of any agreement or other instrument to which it is a party or by
which it is bound or of any law, governmental order, rule or regulation so as to
affect adversely in any material manner its business or assets or its condition,
financial or otherwise.
(f) The Disclosure Documents, taken together, do not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein to make the statements contained therein not misleading.
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(g) The Company has provided Subscriber with all material public
information in connection with the business of the Company and the transactions
contemplated by this Agreement, and no representation or warranty made, nor any
document, statement, or financial statement prepared or furnished by the Company
in connection herewith contains any untrue statement of material fact, or omits
to state a material fact necessary to make the statements or facts contained
herein or therein not misleading.
(h) This Agreement has been duly executed and delivered by the Company
and constitutes a valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms.
(i) No registration, authorization, approval, qualification or consent
of any court or governmental authority or agency is necessary in connection with
the execution and delivery of this Agreement or the offering, issuance or sale
of the Common Shares under this Agreement.
(j) The Company is not now, and after the sale of the Common Shares
under this Agreement and under all other agreements and the application of the
net proceeds from the sale of the Common Shares will not be, an "investment
company" within the meaning of the Investment Company Act of 1940, as amended.
(k) The Company has filed all material tax returns required to be
filed, which returns are true and correct in all material respects, and the
Company is not in default in the payment of any taxes, including penalties and
interest, assessments, fees and other charges, shown thereon due or otherwise
assessed, other than those being contested in good faith and for which adequate
reserves have been provided or those currently payable without interest which
were payable pursuant to said returns or any assessments with respect thereto.
(l) The Company has not taken any action outside the ordinary course of
business designed to or that might reasonably be expected to cause or result in
stabilization or manipulation of the price of the Common Shares to facilitate
the sale or resale of the Common Shares in any manner in contravention of
applicable securities laws.
(m) Subject to the accuracy of the Subscriber's representations and
warranties in Section 7 of this Agreement, the offer, sale, and issuance of the
Common Shares in conformity with the terms of this Agreement constitute
transactions exempt from the registration requirements of Section 5 of the Act
and from the registration or qualification requirements of the laws of any
applicable state or United States jurisdiction.
(n) Neither the Company, nor any of its affiliates, nor any person
acting on its or their behalf, has directly or indirectly made any offers or
sales in any security or solicited any offers to buy any security under
circumstances that would require registration under the Securities Act of the
issuance of the Shares to the Subscriber. The issuance of the Shares to the
Subscriber will not be integrated with any other issuance of the Company's
securities (past, current or future) for purposes of the Securities Act. The
Company will not make any offers or sales of any security (other than the Common
Shares) that would cause the offering of the Common Shares to be integrated with
any other offering of securities by the Company for purposes of any registration
requirement under the Securities Act or any applicable rules of Nasdaq.
(o) The Company is in material compliance with all applicable
securities (or "Blue Sky") laws of the states of the United States in connection
with the issuance and sale of the Common Shares to Subscriber.
(p) The Company shall use all commercially reasonable efforts to keep
the Common Shares quoted on the OTC Bulletin Board.
5. Transfer and Registration Rights.
5.1 Subscriber acknowledges that it is acquiring the Common Shares for its
own account and for the purpose of investment and not with a view to any
distribution or resale thereof within the meaning of the Act and any applicable
state or other securities laws ("State Acts"). Subscriber further agrees that it
will not sell, assign, transfer or otherwise dispose of any of the Common Shares
in violation of the Act or State Acts and acknowledges that, in taking
unregistered Common Shares, it must continue to bear economic risk in regard to
its investment for an indefinite period of time because of the fact that such
Common Shares have not been registered under the Act or State Acts and further
realizes that such Common Shares cannot be sold unless subsequently registered
under the Act and State Acts or an exemption from such registration is
available. Subscriber also acknowledges that appropriate legends reflecting the
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status of the Common Shares under the Act and State Acts may be placed on the
face of the certificates for such Common Shares at the time of their transfer
and delivery to the holder thereof. This Agreement is made with Subscriber in
reliance upon Subscriber's above representations.
5.2 Mandatory Registration. Upon receipt of written demand by the
Subscriber, the Company shall prepare, and, as soon as practicable but in no
event later than 60 calendar days after the date of such notice, file with the
SEC a Registration Statement or Registration Statements (as is necessary) on
Form S-3 (or if such form is unavailable, such other form as is available for
registration) covering the resale of all of the Common Shares. The Company shall
use its best efforts to have the Registration Statement declared effective by
the SEC as soon as practicable, but in no event later than 120 calendar days
after the date notice is received.
5.3 Piggy Back Registration Rights.
(a) If the Company decides, including as required under any demand
registration rights agreement, to register any of its Common Shares or
securities convertible into or exchangeable for Common Shares under the Act on a
form which is suitable for an offering for cash or shares of the Company held by
third parties and which is not a registration solely to implement an employee
benefit plan, a registration statement on Form S-4 (or successor form) or a
transaction to which Rule 145 or any other similar rule of the SEC is
applicable, the Company will promptly give written notice to the Subscriber of
its intention to effect such a registration. Subject to Section 5.3(b) below,
the Company shall include all of the Common Shares that the Subscriber requests
to be included in such a registration by a written notice delivered to the
Company within fifteen (15) days after the notice given by the Company.
(b) If the registration, as described in Section 5.3(a) above, involves
an underwritten offering, the Company will not be required to register Common
Shares in excess of the amount that the principal underwriter reasonably and in
good faith recommends may be included in such offering (a "Cutback"), which
recommendation, and supporting reasoning, shall be delivered to the Subscriber.
If such a Cutback occurs, the number of shares that are entitled to included in
the registration and underwriting shall be allocated in the following manner:
(i) first, to the Company for any securities it proposes to sell for its own
account, (ii) second, to the Subscriber requiring such registration, and (iii)
third, to other holders of stock of the Company requesting inclusion in the
registration, pro rata among the respective holders thereof on the basis of the
number of shares for which each such requesting holder has requested
registration.
5.4 The Common Shares issued pursuant to this Agreement may not be
transferred except in a transaction which is in compliance with the Act and
State Acts.
6. Closing.
6.1 The Closing of the sale of the Common Shares to Subscriber shall take
place at the offices of the Company at such time as the Company and Subscriber
shall mutually agree following the completion by the Company of a 1-for-50
reverse stock split (the "Reverse Split").
7. Subscriber Representations. Subscriber hereby represents warrants and
acknowledges and agrees with the Company as follows:
7.1 Subscriber has been furnished with and has carefully read the
Disclosure Documents as set forth in Section 2.1 hereto and is familiar with the
terms of the Offering. With respect to individual or partnership tax and other
economic considerations involved in this investment, Subscriber is not relying
on the Company (or any agent or representative of any of the Company).
Subscriber has carefully considered and has, to the extent Subscriber believes
such discussion necessary, discussed with Subscriber's legal, tax, accounting
and financial advisers the suitability of an investment in the Common Shares for
Subscriber's particular tax and financial situation.
7.2 Subscriber has had an opportunity to inspect relevant documents
relating to the organization and operations of the Company. Subscriber
acknowledges that all documents, records and books pertaining to this investment
which Subscriber has requested have been made available for inspection by
Subscriber and Subscriber's attorney, accountant or other adviser(s).
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7.3 Subscriber and/or Subscriber's advisor(s) has/have had a reasonable
opportunity to ask questions of and receive answers and to request additional
relevant information from a person or persons acting on behalf of the Company
concerning the offering.
7.4 Subscriber is not subscribing for the Common Shares as a result of or
subsequent to any advertisement, article, notice or other communication
published in any newspaper, magazine or similar media or broadcast over
television or radio or presented at any seminar.
7.5 Subscriber, by reason of Subscriber's business or financial experience
or the business or financial experience of Subscriber's professional advisers
who are unaffiliated with and who are not compensated by the Company or any
affiliate of either of them, directly or indirectly, can be reasonably assumed
to have the capacity to protect Subscriber's own interests in connection with
the transaction. Subscriber further acknowledges that Subscriber has read the
written materials provided by the Company.
7.6 Subscriber has adequate means of providing for Subscriber's current
financial needs and contingencies, is able to bear the substantial economic
risks of an investment in the Common Shares for an indefinite period of time,
has no need for liquidity in such investment and, at the present time, could
afford a complete loss of such investment.
7.7 Subscriber has such knowledge and experience in financial, tax and
business matters so as to enable Subscriber to use the information made
available to Subscriber in connection with the offering to evaluate the merits
and risks of an investment in the Common Shares and to make an informed
investment decision with respect thereto.
7.8 Subscriber acknowledges that the Common Shares herein subscribed for
have not been registered under the Act or under any State Act. Subscriber
understands further that in absence of an effective Registration Statement, the
Common Shares can only be sold pursuant to some exemption from registration,
such as Rule 144 of the Act, which requires, among other conditions, that the
Common Shares must be held for a minimum of one (1) year.
7.9 Subscriber recognizes that investment in the Common Shares involves
substantial risks. Subscriber acknowledges that Subscriber has reviewed the risk
factors identified within the Disclosure Documents. Subscriber further
recognizes that no Federal or state agencies have passed upon this offering of
the Common Shares or made any finding or determination as to the fairness of
this investment.
7.10 Subscriber acknowledges that each certificate representing the Common
Shares shall contain a legend substantially in the following form:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 (THE "SECURITIES ACT") OR UNDER APPLICABLE STATE
SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY
APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AVAILABLE
EXEMPTIONS FROM SUCH REGISTRATION, PROVIDED THAT THE SELLER
DELIVERS TO THE COMPANY AN OPINION OF COUNSEL (WHICH OPINION
AND COUNSEL ARE REASONABLY SATISFACTORY TO THE COMPANY)
CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION. INVESTORS
SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE
FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF
TIME.
7.11 If this Agreement is executed and delivered on behalf of a
partnership, corporation, trust or estate: (i) such partnership, corporation,
trust or estate has the full legal right and power and all authority and
approval required (a) to execute and deliver, or authorize execution and
delivery of, this Agreement and all other instruments executed and delivered by
or on behalf of such partnership, corporation, trust or estate in connection
with the purchase of the Common Shares, (b) to delegate authority pursuant to a
power of attorney and (c) to purchase and hold such Common Shares; (ii) the
signature of the party signing on behalf of such partnership, corporation, trust
or estate is binding upon such partnership, corporation, trust or estate; and
(iii) such partnership, corporation or trust has not been formed for the
specific purpose of acquiring the Common Shares, unless each beneficial owner of
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such entity is qualified as an "accredited investor" within the meaning of
Regulation D and has submitted information substantiating such individual
qualification.
7.12 If Subscriber is a retirement plan or is investing on behalf of a
retirement plan, Subscriber acknowledges that investment in the Common Shares
poses risks in addition to those associated with other investments, including
the inability to use losses generated by an investment in the Common Shares to
offset taxable income.
8. Understandings.
Subscriber understands, acknowledges and agrees with the Company as
follows:
8.1 Subscriber hereby acknowledges and agrees that upon notice of
acceptance from the Company pursuant to Section 1.4, the Subscription hereunder
is irrevocable by Subscriber, that, except as required by law, Subscriber is not
entitled to cancel, terminate or revoke this Agreement or any agreements of
Subscriber hereunder and that this Subscription Agreement and such other
agreements shall survive the death or disability of Subscriber and shall be
binding upon and inure to the benefit of the parties hereto and their respective
heirs, executors, administrators, successors, legal representatives and
permitted assigns. If Subscriber is more than one person, the obligations of
Subscriber hereunder shall be joint and several and the agreements,
representations, warranties and acknowledgments herein contained shall be deemed
to be made by and be binding upon each such person and his or her heirs,
executors, administrators, successors, legal representatives and permitted
assigns.
8.2 No federal or state agency has made any findings or determination as to
the fairness of the terms of this offering for investment or any recommendations
or endorsement of the Common Shares.
8.3 The Offering is intended to be exempt from registration under the
Securities Act by virtue of Section 4(2) of the Securities Act.
8.4 It is understood that in order not to jeopardize the offering's exempt
status under Section 4(2) of the Securities Act, any transferee may, at a
minimum, be required to fulfill the investor suitability requirements
thereunder.
8.5 No person or entity acting on behalf, or under the authority, of
Subscriber is or will be entitled to any broker's, finder's or similar fee or
commission in connection with this Subscription.
8.6 Subscriber acknowledges that the information furnished in this
Agreement by the Company to Subscriber or its advisers in connection with the
Offering, is confidential and nonpublic and agrees that all such written
information which is material and not yet publicly disseminated by the Company
shall be kept in confidence by Subscriber and neither used by Subscriber for
Subscriber's personal benefit (other than in connection with this Subscription),
nor disclosed to any third party, except Subscriber's legal and other advisers
who shall be advised of the confidential nature of such information, for any
reason; provided, however, that this obligation shall not apply to any such
information that (i) is part of the public knowledge or literature and readily
accessible at the date hereof, (ii) becomes a part of the public knowledge or
literature and readily accessible by publication (except as a result of a breach
of this provision) or (iii) is received from third parties (except third parties
who disclose such information in violation of any confidentiality agreements or
obligations, including, without limitation, any subscription agreement entered
into with the Company). The representations, warranties and agreements of
Subscriber and the Company contained herein and in any other writing delivered
in connection with the offering shall be true and correct in all material
respects on and as of the Closing Date of such Subscription as if made on and as
of the date the Company executes this Agreement and shall survive the execution
and delivery of this Agreement and the purchase of the Common Shares.
8.7 IN MAKING AN INVESTMENT DECISION, SUBSCRIBER MUST RELY ON ITS OWN
EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS
AND RISKS INVOLVED. THE COMMON SHARES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL
OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
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9. Miscellaneous.
9.1 Except as set forth elsewhere herein, any notice or demand to be given
or served in connection herewith shall be deemed to be sufficiently given or
served for all purposes by being sent as registered or certified mail, return
receipt requested, postage prepaid, in the case of the Company, addressed to it
at the address set forth above. As to the Subscriber to the address set forth
below:
Halter Financial Investments, L.P.
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chairman
9.2 This Agreement shall be enforced, governed and construed in all
respects in accordance with the laws of the State of Texas, and shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns. If any provision of this Agreement is invalid or
unenforceable under any applicable statute or rule of law, then such provision
shall be deemed inoperative to the extent that it may conflict therewith and
shall be deemed to be modified to conform to such statute or rule of law. Any
provision hereof that may prove invalid or unenforceable under any law shall not
affect the validity or enforceability of any other provision hereof.
9.3 In any action, proceeding or counterclaim brought to enforce any of the
provisions of this Agreement or to recover damages, costs and expenses in
connection with any breach of the Agreement, the prevailing party shall be
entitled to be reimbursed by the opposing party for all of the prevailing
party's reasonable outside attorneys' fees, costs and other out-of-pocket
expenses incurred in connection with such action, proceeding or counterclaim.
9.4 This Agreement constitutes the entire agreement among the parties
hereto with respect to the subject matter hereof. There are no restrictions,
promises, warranties or undertakings, other than those set forth herein. The
Company acknowledges that all material facts upon which it has relied in forming
its decision to enter into this Agreement are expressly set forth herein and
further acknowledges that the Subscriber has not made any representations,
express or implied, which are not set expressly set forth herein. This Agreement
supercedes all prior agreements and understandings among the parties hereto with
respect to the subject matter hereof.
9.5 The Company shall indemnify, defend and hold harmless Subscriber and
each of its agents, partners, members, officers, directors, representatives, or
affiliates (collectively, the "Subscriber Indemnities") against any and all
losses, liabilities, claims and expenses, including reasonable attorneys' fees
("Losses"), sustained by Subscriber Indemnities resulting from, arising out of,
or connected with any material inaccuracy in, breach of, or nonfulfillment of
any representation, warranty, covenant or agreement made by or other obligation
of the Company contained in this Agreement or in any document delivered in
connection herewith.
9.6 The Company shall not issue any public statement or press release, or
otherwise disclose in any manner the identity of the Subscriber or that
Subscriber has purchased the Common Shares, without the prior written consent of
the Subscriber, except as may be required by applicable law.
10. Signature. The signature page of this Agreement is contained as part of the
applicable Subscription Package, entitled "Signature Page."
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SUBSCRIPTION AGREEMENT GENERAL INSTRUCTIONS
-------------------------------------------
General Instructions
These Subscription Documents contain all documents necessary to subscribe
for Common Shares, $.001 par value ("Common Shares"), of Point Acquisition
Corporation, a Nevada corporation (the "Company").
You may subscribe for Common Shares by completing the Subscription
Agreement in the following manner:
1. On line (a) of the signature page state the number of Common Shares you
wish to purchase.
2. On line (b) of the signature page state the total cost of the Common
Shares you wish to purchase. To obtain the cost, multiply the number of Common
Shares you desire to purchase by the purchase price per Common Share set forth
therein.
3. Sign and state your address, telephone number and social security or
other taxpayer identification number on the lines provided on the signature page
to the Subscription Agreement and deliver the completed Subscription Agreement
with payment of the entire purchase price of the Common Shares subscribed for as
set forth below. Payment should be made in United States Dollars:
The Subscription Agreement Signature Page must be completed and signed.
Acceptance of Delivery
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of the completed Subscription Agreement will be
reasonably determined by the Company. The Company reserves the absolute right to
reject the completed Subscription Agreement, in its sole and absolute
discretion. The Company also reserves the right to waive any irregularities in,
or conditions of, the submission of completed Subscription Agreement. The
Company shall be under no duty to give any notification of irregularities in
connection with any attempted subscription for Common Shares or incur any
liability for failure to give such notification. Until such irregularities have
been cured or waived, no subscription for Common Shares shall be deemed to have
been made. If the Subscription Agreement is not properly completed and as to
which defects have not been cured or waived will be returned by the Company to
the Subscriber as soon as practicable.
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SUBSCRIPTION AGREEMENT SIGNATURE PAGE
The undersigned investor hereby certifies that he or she (i) has received
and relied solely upon information provided by the Company, (ii) agrees to all
the terms and conditions of this Subscription Agreement, (iii) meets the
suitability standards set forth in this Subscription Agreement and (iv) is a
resident of the state or foreign jurisdiction indicated below.
(a) The undersigned subscribes for 1,270,400 Common Shares.
(b) The total cost of the Common Shares subscribed for, at $.25 per Common
Share, is $317,600 (the "Purchase Price").
Halter Financial Investments, L.P. If other than Individual check one and indicate capacity of
---------------------------------- signatory under the signature:
Name of Subscriber (Print)
[_] Trust
[_] Estate
[_] Uniform Gifts to Minors Act of State of ______________
[_] Attorney-in-fact
[_] Corporation
[X] Other: Limited Partnership
-------------------------------------------------
Name of Joint Subscriber (if any) (Print)
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chairman
-------------------------------
Signature of Subscriber
------------------------------------------------- If Joint Ownership, check one:
Signature of Joint Subscriber (if any)
[_] Joint Tenants with Right of Survivorship
Chairman [_] Tenants in Common
Capacity of Signatory (if applicable) [_] Tenants by Entirety
[_] Community Property
Backup Withholding Statement:
------------------------------------------------- Please check this box only if the investor is subject to:
Social Security or Taxpayer Identification Number
[_] backup withholding.
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Foreign Person:
-------------------------------------------------
Address Please check this box only if the investor is a:
▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ [_] nonresident alien, foreign corporation, foreign
------------------------------------------------- partnership, foreign trust or foreign estate.
City State Zip Code
Telephone (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇
The investor agrees to the terms of this Subscription Agreement and, as required
by the Regulations pursuant to the Internal Revenue Code, certifies under
penalty of perjury that (1) the Social Security Number or Taxpayer
Identification Number and address provided above is correct, (2) the investor is
not subject to backup withholding (unless the Backup Withholding Statement box
is checked) either because he has not been notified that he is subject to backup
withholding as a result of a failure to report all interest or dividends or
because the Internal Revenue Service has notified him that he is no longer
subject to backup withholding and (3) the investor (unless the Foreign Person
box above is checked) is not a nonresident alien, foreign partnership, foreign
trust or foreign estate.
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THE SUBSCRIPTION FOR 1,270,400 POST REVERSE SPLIT SHARES OF POINT
ACQUISITION CORPORATION BY THE ABOVE NAMED SUBSCRIBER(S) IS ACCEPTED AS OF
November 1, 2006.
POINT ACQUISITION CORPORATION
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, President
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