Standard Confidentiality Agreement

Exhibit 10.22

CONFIDENTIALITY AGREEMENT

 

The undersigned has requested that Zone Mining Limited (the “Company”) provide it with a copy of the Common Stock Purchase Agreement and other documents (the “Offering Documents”) relating to the Company’s offering of Common Stock (the “Offering”).

 

As a condition to the receipt of the Offering Documents, the undersigned acknowledges and agrees as follows:

 

 

 

 

IN WITNESS WHEREOF, the undersigned acknowledges and agrees to abide by the terms of this Confidentiality Agreement.

 

Date: _______________________	By: __________________________________
	Name: ________________________________
	Title: _________________________________
	Address: ______________________________
	_____________________________________

 

 

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ZONE MINING LIMITED

 

 

 

 

 

_______________________________________

 

 

Common Stock Purchase Agreement

 

 

_____________________________________________

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CONFIDENTIAL

 

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CONFIDENTIAL INFORMATION

 

 

NOTICE TO OFFEREES

 

 

 

 

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ADDITIONAL INFORMATION

 

Zone Mining Limited (the “Company”) files annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended. Reports, statements or other information that we file with the SEC are available to the public at the SEC’s Website at http://www.sec.gov. The following documents that we have previously filed with the SEC are incorporated by reference into this agreement:

 

 

 

 

The information incorporated by reference into this agreement is an important part of this agreement. Any statement contained in a document incorporated by reference into this agreement shall be deemed to be modified or superseded for the purposes of this agreement to the extent that a statement contained herein or in any other subsequently filed document modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this agreement.

 

The Company will provide to each person to whom this agreement is sent, upon the written or oral request of such person, a copy of any or all of the documents referred to above that have been incorporated by reference into this agreement but not delivered with this agreement. You may make such requests at no cost to you by writing or telephoning us at the following address or number:

 

You should rely only on the information contained in this agreement or incorporated by reference into this agreement. The Company has not authorized anyone to provide you with different information. You should not assume that the information in this agreement is accurate as of any date other than the date this agreement is sent to you for review or that the information incorporated by reference into this agreement is accurate as of any date other than the date set forth on the front of the document containing such information.

 

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CONFIDENTIAL

 

COMMON STOCK PURCHASE AGREEMENT

 

THIS COMMON STOCK PURCHASE AGREEMENT (this "Agreement"), dated _______________, 2007, by and between Zone Mining Limited, a Nevada corporation (the "Company"), and the purchaser or purchasers identified on the signature page hereof ("Purchaser").

 

R E C I T A L S:

 

WHEREAS, Purchaser desires to purchase and the Company desires to sell shares of Common Stock on the terms and conditions set forth herein.

 

NOW, THEREFORE, in consideration of the premises hereof and the agreements set forth herein below, the parties hereto hereby agree as follows:

 

1.    The Offering.

 

(a)    Private Offering . The securities offered by this Agreement are being offered in a private offering (the "Offering") of shares of the Company’s Common Stock, $0.00001 par value per share (the “Common Stock”). The shares of Common Stock to be sold hereunder (collectively, the “Shares”) will be sold at a purchase price (the “Purchase Price”) of $1.00 per Share. The Company is offering up to 2,500,000 Shares for an aggregate purchase price of $2,500,000 (the “Maximum Amount”); provided , however , that in the event of any over-allotments of Shares during the Offering Period (as defined below), the Company reserves the right to sell Shares for an aggregate purchase price in excess of $2,500,000   to cover such over-allotments. The Shares will be sold on a reasonable “best efforts” basis pursuant to Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Rule 506 of Regulation D thereunder. The Shares are being offered solely to a limited number of “accredited investors” as that term is defined in Rule 501(a) of the Securities Act during an offering period (the “Offering Period”) commencing January 24, 2007 and terminating not later than February 15, 2007, unless extended by the Company in its sole discretion for up to an additional thirty-day period (the “Termination Date”). The Offering may be terminated by the Company at any time in its sole discretion.

 

(b)    The Acquisition . The Company has entered into a Letter of Intent (the “LOI”), pursuant to which the Company intends to enter into a definitive purchase agreement to purchase all of the outstanding limited liability company membership interests (the “Transaction”) of Reliant Partners LLC, a California limited liability company (“Reliant”). A description of the general terms of the Transaction as currently proposed and a description of Reliant are attached hereto as Exhibit A and Exhibit B , respectively. The closing of the Transaction is subject to the completion and execution of a definitive purchase agreement along with satisfaction or waiver of standard and customary approvals and closing. Accordingly, there can be no assurance that the Transaction will be completed and the Company makes no representations or warranties herein as to whether the transactions contemplated under the LOI will be consummated and, if so, the effect those transactions will have on the Company.

 

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(c)    Use of Proceeds . Assuming the Company sells the Maximum Amount, the net proceeds to the Company are estimated to be approximately $2,480,000 after deducting offering expenses payable by the Company estimated at $20,000.   The Company intends to use $100,000 of the net proceeds to fund the initial cash purchase price of the Transaction and the balance for general working capital purposes, which may include repayment of existing indebtedness and the acquisition of additional companies or assets.

 

(d)    No Minimum Offering Amount . Funds shall be released to the Company upon the Company’s execution of this Agreement and similar agreements and the Company is not required to raise any minimum amount of proceeds prior to executing this Agreement or any similar agreement and obtaining such funds. Because there is no minimum amount of subscriptions which the Company must receive before accepting funds in the Offering, Purchaser will not be assured that the Company will have sufficient funds to operate its business and will bear the risk that the Company will be unable to secure the funds necessary to meet its current and anticipated financial obligations.

 

(e)    Placement Agent and Finders Fees . The Company reserves the right to pay cash fees to agents, brokers, dealers and finders in connection with the sale of the Shares in an amount up to eight percent (8%) of the Purchase Price of such Shares.

 

2.    Sale and Purchase of Shares.

 

(a)    Purchase and Sale . Subject to the terms and conditions hereof, the Company agrees to sell, and Purchaser irrevocably subscribes for and agrees to purchase, the number of Shares set forth on the signature page of this Agreement at a purchase price of $1.00 per Share. The aggregate purchase price for the Shares shall be as set forth on the signature page hereto (the “Aggregate Purchase Price”) and shall be payable upon execution hereof by check or wire transfer of immediately available funds as set forth below.

 

(b)    Subscription Procedure . In order to purchase Shares, Purchaser shall deliver to the Company, 111 Presidential Boulevard, Suite 165, Bala Cynwyd, Pennsylvania 19004: (i) one completed and duly executed copy of this Agreement; and (ii) immediately available funds, or a certified check or bank check, in an amount equal to the Aggregate Purchase Price. Execution and delivery of this Agreement shall constitute an irrevocable subscription for that number of Shares set forth on the signature page hereto. The minimum investment that may be made by a Purchaser is $50,000   or 50,000 Shares, although the Company may, in its sole discretion, accept subscriptions for a lesser amount. Payment for the Shares may be made by wire transfer to:

 

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or by check made payable to: “Zone Mining Limited.” Receipt by the Company of funds wired, or deposit and collection by the Company of the check tendered herewith, will not constitute acceptance of this Agreement by the Company. The Shares subscribed for will not be deemed to be issued to, or owned by, Purchaser until the Company has executed this Agreement. All funds tendered by Purchaser will be held by the Company pending acceptance or rejection of this Agreement by the Company and the closing of Purchaser’s purchase of Shares. This Agreement will either be accepted by the Company, in whole or in part, in its sole discretion, or rejected by the Company as promptly as practicable. If this Agreement is accepted only in part, Purchaser agrees to purchase such smaller number of Shares as the Company determines to sell to Purchaser. If this Agreement is rejected for any reason, including the termination of the Offering by the Company, this Agreement and all funds tendered herewith will be promptly returned to Purchaser, without interest or deduction of any kind, and this Agreement will be void and of no further force or effect.

 

(c)    Closing . Subscriptions will be accepted by the Company in its sole discretion until the Termination Date. Upon the Company’s execution of this Agreement, the subscription evidenced hereby, if not previously rejected by the Company, will, in reliance upon Purchaser’s representations and warranties contained herein, be accepted, in whole or in part, by the Company. If Purchaser’s subscription is accepted only in part, this Agreement will be marked to indicate such fact, and the Company will return to Purchaser the portion of the funds tendered by Purchaser representing the unaccepted portion of Purchaser’s subscription, without interest or deduction of any kind. Upon acceptance of this Agreement in whole or in part by the Company, the Company will issue certificates for the Common Stock to Purchaser, together with a copy of Purchaser’s executed Agreement countersigned by the Company.

 

3.    Representations and Warranties of Purchaser . Purchaser represents and warrants to the Company as follows:

 

(a)    Organization and Qualification .

 

(i)    If Purchaser is an entity, Purchaser is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, with the corporate or other entity power and authority to own and operate its business as presently conducted, except where the failure to be or have any of the foregoing would not have a material adverse effect on Purchaser, and Purchaser is duly qualified as a foreign corporation or other entity to do business and is in good standing in each jurisdiction where the character of its properties owned or held under lease or the nature of their activities makes such qualification necessary, except for such failures to be so qualified or in good standing as would not have a material adverse effect on it.

 

(ii)    If Purchaser is an entity, the address of its principal place of business is as set forth on the signature page hereto, and if Purchaser is an individual, the address of its principal residence is as set forth on the signature page hereto.

 

(b)    Authority; Validity and Effect of Agreement .

 

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(i)    If Purchaser is an entity, Purchaser has the requisite corporate or other entity power and authority to execute and deliver this Agreement and perform its obligations under this Agreement. The execution and delivery of this Agreement by Purchaser, the performance by Purchaser of its obligations hereunder and all other necessary corporate or other entity action on the part of Purchaser have been duly authorized by its board of directors or similar governing body, and no other corporate or other entity proceedings on the part of Purchaser is necessary for Purchaser to execute and deliver this Agreement and perform its obligations hereunder.

 

(ii)    This Agreement has been duly and validly authorized, executed and delivered by Purchaser and, assuming it has been duly and validly executed and delivered by the Company, constitutes a legal, valid and binding obligation of Purchaser, in accordance with its terms.

 

(c)    No Conflict; Required Filings and Consents . Neither the execution and delivery of this Agreement by Purchaser nor the performance by Purchaser of its obligations hereunder will: (i) if Purchaser is an entity, conflict with Purchaser’s articles of incorporation or bylaws, or other similar organizational documents; (ii) violate any statute, law, ordinance, rule or regulation, applicable to Purchaser or any of the properties or assets of Purchaser; or (iii) violate, breach, be in conflict with or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or permit the termination of any provision of, or result in the termination of, the acceleration of the maturity of, or the acceleration of the performance of any obligation of Purchaser under, or result in the creation or imposition of any lien upon any properties, assets or business of Purchaser under, any material contract or any order, judgment or decree to which Purchaser is a party or by which it or any of its assets or properties is bound or encumbered except, in the case of clauses (ii) and (iii), for such violations, breaches, conflicts, defaults or other occurrences which, individually or in the aggregate, would not have a material adverse effect on its obligation to perform its covenants under this Agreement.

 

(d)    Accredited Investor . Purchaser is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act. If Purchaser is an entity, Purchaser was not formed for the specific purpose of acquiring the Shares, and, if it was, all of Purchaser’s equity owners are “accredited investors” as defined above.

 

(e)    No Government Review . Purchaser understands that neither the United States Securities and Exchange Commission (“SEC”) nor any securities commission or other governmental authority of any state, country or other jurisdiction has approved the issuance of the Shares or passed upon or endorsed the merits of the Shares, this Agreement, the Common Stock, or any of the other documents relating to the proposed Offering (collectively, the “Offering Documents”), or confirmed the accuracy of, determined the adequacy of, or reviewed this Agreement, the Common Stock or the other Offering Documents.

 

(f)    Investment Intent . The Shares are being acquired for the Purchaser’s own account for investment purposes only, not as a nominee or agent and not with a view to the resale or distribution of any part thereof, and Purchaser has no present intention of selling, granting any participation in or otherwise distributing the same. By executing this Agreement, Purchaser further represents that Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or third person with respect to any of the Shares.

 

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(g)    Restrictions on Transfer . Purchaser understands that the Shares are “restricted securities” as such term is defined in Rule 144 under the Securities Act and have not been registered under the Securities Act or registered or qualified under any state securities law, and may not be, directly or indirectly, sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act and registration or qualification under applicable state securities laws or the availability of an exemption therefrom. In any case where such an exemption is relied upon by Purchaser from the registration requirements of the Securities Act and the registration or qualification requirements of such state securities laws, Purchaser shall furnish the Company with an opinion of counsel stating that the proposed sale or other disposition of such securities may be effected without registration under the Securities Act and will not result in any violation of any applicable state securities laws relating to the registration or qualification of securities for sale, such counsel and opinion to be satisfactory to the Company. Purchaser acknowledges that it is able to bear the economic risks of an investment in the Shares for an indefinite period of time, and that its overall commitment to investments that are not readily marketable is not disproportionate to its net worth.

 

(h)    Investment Experience . Purchaser has such knowledge, sophistication and experience in financial, tax and business matters in general, and investments in securities in particular, that it is capable of evaluating the merits and risks of this investment in the Shares, and Purchaser has made such investigations in connection herewith as it deemed necessary or desirable so as to make an informed investment decision without relying upon the Company for legal or tax advice related to this investment. In making its decision to acquire the Shares, Purchaser has not relied upon any information other than information provided to Purchaser by the Company or its representatives and contained herein and in the other Offering Documents.

 

(i)    Access to Information . Purchaser acknowledges that it has had access to and has reviewed all documents and records relating to the Company, including, but not limited to, the Company’s Quarterly Report on Form 10-QSB for the fiscal quarter ended September 30, 2006, and the Company’s Current Reports on Form 8-K dated October 20, 2006, October 27, 2006, December 12, 2006, and December 22, 2006, respectively   (as such documents have been amended since the date of their filing, collectively, the “Company SEC Documents”), that it has deemed necessary in order to make an informed investment decision with respect to an investment in the Shares; that it has had the opportunity to ask representatives of the Company certain questions and request certain additional information regarding the terms and conditions of such investment and the finances, operations, business and prospects of the Company and has had any and all such questions and requests answered to its satisfaction; and that it understands the risks and other considerations relating to such investment.

 

(j)    Reliance on Representations . Purchaser understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of the federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Shares. Purchaser represents and warrants to the Company that any information that Purchaser has heretofore furnished or furnishes herewith to the Company is complete and accurate, and further represents and warrants that it will notify and supply corrective information to the Company immediately upon the occurrence of any change therein occurring prior to the Company’s issuance of the Shares. Within five (5) days after receipt of a request from the Company, Purchaser will provide such information and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is subject.

 

 

(k)    No General Solicitation . Purchaser is unaware of, and in deciding to participate in the Offering is in no way relying upon, and did not become aware of the Offering through or as a result of, any form of general solicitation or general advertising including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media, or broadcast over television or radio or the internet, in connection with the Offering.

 

(l)    Placement and Finder’s Fees . No agent, broker, investment banker, finder, financial advisor or other person acting on behalf of Purchaser or under its authority is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee, directly or indirectly, in connection with the Offering, and no person is entitled to any fee or commission or like payment in respect thereof based in any way on agreements, arrangements or understanding made by or on behalf of Purchaser.

 

 

(m)    Investment Risks . Purchaser understands that purchasing Shares in the Offering will subject Purchaser to certain risks, including, but not limited to, each of the following:

 

(i)    The offering price of the Shares offered hereby has been determined solely by the Company and does not necessarily bear any relationship to the value of the Company’s assets, current or potential earnings of the Company, or any other recognized criteria used for measuring value and, therefore, there can be no assurance that the offering price of the Shares is representative of the actual value of the Shares.

 

(ii)    In order to capitalize the Company, execute its business plan, and for other corporate purposes, the Company has issued, and expects to issue additional shares of Common Stock, securities exercisable or convertible into shares of Common Stock, or debt. Such securities have been and may be issued for a purchase price consisting of cash, services or other consideration that may be materially different than the purchase price of the Shares. The issuance of any such securities may result in substantial dilution to the relative ownership interests of the Company’s existing shareholders and substantial reduction in net book value per share. Additional equity securities may have rights, preferences and privileges senior to those of the holders of Common Stock, and any debt financing may involve restrictive covenants that may limit the Company’s operating flexibility.  

 

(iii)    An investment in the Shares may involve certain material legal, accounting and federal and state tax consequences. Purchaser should consult with its legal counsel, accountant and/or business adviser as to the legal, accounting, tax and related matters accompanying such an investment.

 

(iv)    There is no minimum amount required to be raised in this Offering and, therefore, the Company may not generate enough net proceeds form this Offering to execute its business plan and satisfy its working capi