This is Page 1 of 12 pages of a
subscription agreement and related appendices, schedules and forms.
Collectively, these pages together are referred to as the
“Subscription Agreement”.
NONE OF THE SECURITIES TO WHICH
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE
“SUBSCRIPTION AGREEMENT”) RELATES HAVE BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“1933 ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND,
UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED
STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN
ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
PANGLOBAL BRANDS INC.
PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
UNITS
INSTRUCTIONS TO PURCHASER
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1.
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This Subscription
form is for use by United
States Accredited Investors.
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2.
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COMPLETE
the information on page 2 of this
Subscription Agreement.
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3.
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COMPLETE
the Questionnaire attached on page 5
to this Subscription Agreement (the
“Questionnaire”).
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4
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Check or Cashier’s check
should be made payable to Panglobal Brands Inc. For Wire
instructions contact Charles Lesser, CFO of Panglobal
CharlesL@panglobalbrand.com Tel (323) 266-6500 (Ext
205).
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Wire, check or Cashier’s check may
alternatively be payable to Clark Wilson LLP, attorneys for
Panglobal Brands Inc. Clark Wilson LLP 800 – 885 West Georgia
Street, Vancouver, B.C. V6C 3H1 Attention: Bernard Pinsky. If funds
are delivered to Clark Wilson LLP, they are instructed and
authorized to hold the said funds until Closing and upon Closing,
release all funds to the Company. If the transaction does not
close, the funds will be returned to the Purchaser.
All other information must be
filled in where appropriate.
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Subscription
Agreement (with related appendices, schedules and
forms)
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Page 2 of 12
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PRIVATE PLACEMENT SUBSCRIPTION
AGREEMENT
TO:
PANGLOBAL BRANDS INC . (the “ Issuer ”),
of 2853 E. Pico Blvd., Los Angeles, CA 90023
Subject and pursuant to the terms
set out in the Terms on pages 3 to 4, the General Provisions on
pages 7 to 12 and the other schedules and appendices attached which
are hereby incorporated by reference, the Purchaser hereby
irrevocably subscribes for, and on Closing will purchase from the
Issuer, the following securities at the following price:
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$
in value of Convertible Loan
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The Purchaser
owns, directly or indirectly, the following securities of the
Issuer:
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[Check if
applicable] The Purchaser
is [ ] an insider of the Issuer or [ ] a member of the
professional group
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The Purchaser directs the Issuer
to issue, register and deliver the certificates representing the
Convertible Loan as follows:
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REGISTRATION
INSTRUCTIONS
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DELIVERY
INSTRUCTIONS
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Name to appear
on certificate
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Name and
account reference, if applicable
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Account
reference if applicable
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Contact
name
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Address
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Address
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Telephone
Number
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EXECUTED by the Purchaser this
_______ day of _____________, 2009. By executing this Subscription
Agreement, the Purchaser certifies that the Purchaser and any
beneficial purchaser for whom the Purchaser is acting is resident
in the jurisdiction shown as the “Address of
Purchaser”.
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WITNESS:
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EXECUTION BY
PURCHASER:
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X
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Signature of
Witness
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Signature of
individual (if Purchaser is an individual)
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X
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Name of
Witness
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Authorized
signatory (if Purchaser is not an individual)
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Address of
Witness
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Name of
Purchaser ( please print )
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Name of
authorized signatory ( please print )
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Accepted this
day of ____________, 2009
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PANGLOBAL
BRANDS INC.
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Address of
Purchaser (residence)
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Per:
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Telephone
Number
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Authorized
Signatory
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E-mail
address
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Social
Security/Insurance No.:
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By signing this acceptance, the
Issuer agrees to be bound by the Terms on pages 3 to 4, the General
Provisions on pages 9 to 16 and the other schedules and appendices
incorporated by reference. If funds are delivered to the
Issuer’s lawyers, they are authorized to release the funds to
the Issuer on Closing.
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Subscription
Agreement (with related appendices, schedules and
forms)
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Page 3 of 12
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TERMS
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Reference
date of this Subscription
Agreement
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April 9, 2009 (the “ Agreement Date
”)
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The Offering
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The
Issuer
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Panglobal Brands Inc. (the
“ Issuer ”).
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Offering
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The offering consists of up to
$2,500,000 in value of Convertible Loan (“ Convertible
Loan ”) of the Issuer, issued pursuant to a
Convertible Loan Agreement dated as of the date
hereof.
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Each $0.10 in value of
Convertible Loan may be converted by the Purchaser into one Unit at
any time until maturity. Each Unit consists of one share of Common
Stock and one common share purchase Warrant (“ Units
”).
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All dollar figures refer to
United States dollars.
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Common
Stock
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The voting shares of Common Stock
of the Issuer par value $0.0001 (“ Shares ”)
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Warrants
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Each whole Warrant may be
exercised for 24 months following the Closing Date for one share of
Common Stock (a “ Warrant Share ”) at an
exercise price of $0.15. The Warrants are non-transferrable. The
Issuer will deliver a form of Warrant certificate and terms on
Closing.
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Total
Amount
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Up to US $2,500,000 from the sale
of Convertible Loans.
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Conversion
Price
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US$0.10 per Unit.
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Selling
Jurisdictions
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The Units may be sold in
jurisdictions where they may be lawfully sold (the ”
Selling Jurisdictions ”).
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Exemptions
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The offering will be made in
accordance with the following exemptions:
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(a)
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the Accredited Investor exemption
as defined by Regulation D promulgated under the 1933 Act;
and
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(b)
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such other exemptions as may be
available the securities laws of the Selling
Jurisdictions.
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Exemptions
for Offshore
Purchasers
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Such other exemptions as may be
available the securities laws of the Selling Jurisdictions and
Regulation S of the United States.
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No
Registration of Securities
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The Convertible Loan, the Shares
and the Warrants will not be registered with the United States
Securities and Exchange Commission and will be tradable in
compliance with Rule 144 restricted periods.
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Resale
restrictions and legends
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The Purchaser acknowledges that
the certificates representing the Shares will bear the following
legends:
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“NONE OF THE SECURITIES TO
WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE
“SUBSCRIPTION AGREEMENT”) RELATES HAVE BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE
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Subscription
Agreement (with related appendices, schedules and
forms)
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Page 4 of 12
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“1933 ACT”), OR ANY
U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE
OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED
HEREIN) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND
IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS.” Purchasers are advised to consult with their own legal
counsel or advisors to determine the resale restrictions that may
be applicable to them.
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Closing
Date
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The completion of the sale and
purchase of the Convertible Loan will take place in one or more
closings, on a date or dates as agreed to by the Issuer and the
Purchaser. Payment for, and delivery of the Convertible Loan, is
scheduled to occur on or about April 30, 2009 or such other date as
may be agreed upon by the Issuer and the Purchaser (the “
Closing Date ”).
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The Issuer
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Jurisdiction
of organization
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The Issuer is incorporated under
the laws of the State of Delaware.
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Stock
exchange listings
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Certain market makers make market
in the Issuer’s stock on the National Association of
Securities Dealers Inc.’s OTC Bulletin Board.
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Commissions
with Jurisdiction
Over the Issuer
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The “ Commissions with
Jurisdiction Over the Issuer ” is the United States
Securities and Exchange Commission.
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Securities
Legislation Applicable to
the Issuer
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The “ Securities
Legislation Applicable to the Issuer ” is the US
Securities Exchange Act of 1934.
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End of Terms
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Subscription
Agreement (with related appendices, schedules and
forms)
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Page 5 of 12
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UNITED STATES
ACCREDITED INVESTOR QUESTIONNAIRE
All capitalized terms herein,
unless otherwise defined, have the meanings ascribed thereto in the
Subscription Agreement.
This Questionnaire is for use by
each Subscriber who is a US person (as that term is defined
Regulation S of the United States Securities Act of 1933 (the
“1933 Act”)) and has indicated an interest in
purchasing Securities of the Issuer. The purpose of this
Questionnaire is to assure the Issuer that each Subscriber will
meet the standards imposed by the 1933 Act and the appropriate
exemptions of applicable state securities laws. The Issuer will
rely on the information contained in this Questionnaire for the
purposes of such determination. The Securities will not be
registered under the 1933 Act in reliance upon the exemption from
registration afforded by Section 3(b) and/or Section 4(2) and
Regulation D of the 1933 Act. This Questionnaire is not an offer of
the Securities or any other securities of the Issuer in any state
other than those specifically authorized by the Issuer.
All information contained in this
Questionnaire will be treated as confidential. However, by signing
and returning this Questionnaire, each Subscriber agrees that, if
necessary, this Questionnaire may be presented to such parties as
the Issuer deems appropriate to establish the availability, under
the 1933 Act or applicable state securities law, of exemption from
registration in connection with the sale of the Securities
hereunder.
The Subscriber covenants,
represents and warrants to the Issuer that it satisfies one or more
of the categories of “Accredited Investors”, as defined
by Regulation D promulgated under the 1933 Act, as indicated below:
(Please initial in the space provide those categories, if any, of
an “Accredited Investor” which the Subscriber
satisfies.)
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________
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Category
1
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An organization described in
Section 501(c)(3) of the United States Internal Revenue Code, a
corporation, a Massachusetts or similar business trust or
partnership, not formed for the specific purpose of acquiring the
Securities, with total assets in excess of US
$5,000,000.
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Category
2
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A natural person whose individual
net worth, or joint net worth with that person’s spouse, on
the date of purchase exceeds US $1,000,000.
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Category
3
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A natural person who had an
individual income in excess of US $200,000 in each of the two most
recent years or joint income with that person’s spouse in
excess of US $300,000 in each of those years and has a reasonable
expectation of reaching the same income level in the current
year.
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________
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Category
4
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A “bank” as defined
under Section (3)(a)(2) of the 1933 Act or savings and loan
association or other institution as defined in Section 3(a)(5)(A)
of the 1933 Act acting in its individual or fiduciary capacity; a
broker dealer registered pursuant to Section 15 of the
Securities Exchange Act of 1934 (United States); an
insurance company as defined in Section 2(13) of the 1933 Act; an
investment company registered under the Investment
Company Act of 1940 (United States) or a business
development company as defined in Section 2(a)(48) of such 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 (United States); a plan
with total assets in excess of $5,000,000 established and
maintained by a state, a political subdivision thereof, or an
agency or instrumentality of a state or a political subdivision
thereof, for the benefit of its employees; an employee benefit plan
within the meaning of the Employee Retirement Income
Security Act of 1974 (United States) whose investment decisions
are 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, whose investment decisions are made solely
by persons that are accredited investors.
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Category
5
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A private business development
company as defined in Section 202(a)(22) of the Investment
Advisers Act of 1940 (United States).
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Subscription
Agreement (with related appendices, schedules and
forms)
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Page 6 of 12
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________
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Category
6
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A director or executive officer
of the Issuer.
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Category
7
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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 as described in Rule 506(b)(2)(ii) under the
1933 Act.
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Category
8
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An entity in which all of the
equity owners satisfy the requirements of one or more of the
foregoing categories.
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Note that prospective Subscribers
claiming to satisfy one of the above categories of Accredited
Investor may be required to supply the Issuer with a balance sheet,
prior years’ federal income tax returns or other appropriate
documentation to verify and
