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Exhibit
10.1
SUBSCRIPTION
AGREEMENT
The
undersigned has received and read the Confidential Private
Placement Memorandum dated December 14, 2006 ("Memorandum"),
pursuant to which, DRS Inc., a Nevada corporation ("Company"),
is offering for sale to the undersigned shares of the
Company's $.001 par value common stock at a purchase price of
$0.75 USD per share ("Offered Shares"). The terms used and not
defined in this Subscription Agreement have the meanings
specified for such terms in the Memorandum.
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1.
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Subscription . On the terms and subject to the conditions of
this Subscription Agreement and the Memorandum, the undersigned
hereby subscribes for the number of Offered Shares of the Company,
specified below for a subscription price of $0.75 USD per Offered
Share. The undersigned hereby agrees that this subscription shall
be irrevocable and shall survive the death or disability of the
undersigned. Payment of the purchase price for the Offered Shares
is due upon subscription.
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2.
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Acceptance of Subscription . The undersigned acknowledges
that (i) the Company has the right to accept or reject this
subscription in whole or in part, and (ii) this subscription shall
be deemed to be accepted by the Company only when this Subscription
Agreement is signed by the Company. The undersigned agrees that
subscriptions need not be accepted by the Company in the order in
which subscriptions are received.
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3.
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Representations, Warranties, and Covenants of the
Undersigned. The undersigned hereby represents and warrants
to and covenants with the Company, the Company's officers,
directors, employees, attorneys, agents and any person who has
solicited this subscription as follows:
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(a) The
undersigned has adequate means of providing for his or her
current needs and possible personal contingencies, and he or
she has no need in the foreseeable future to sell the Offered
Shares. The undersigned is able to accommodate the economic
risks of the undersigned’s signature purchased of
Offered Shares, and the undersigned has sufficient net worth
to sustain a loss of his or her investment in the Company, or
a portion thereof, in the event of such loss should
occur.
(b) The
undersigned has such knowledge and experience in financial and
business matters that he or she is capable of evaluating the
merits and risks of an investment in the Company.
(c) The
undersigned confirms that all documents, records and books,
pertaining to his or her proposed investment in the Company
have been made available to the undersigned.
(d) The
undersigned has had an opportunity to ask questions of and
receive satisfactory answers from the Company, or any person
or persons acting on the Company's behalf, concerning the
terms and conditions of his or her proposed investment
in the Company, and all such questions have been answered to
the complete satisfaction of the undersigned.
(e) The
Offered Shares will be acquired by the undersigned for his or
her own account for investment in a manner which would not
require registration or qualification pursuant to the
provisions of the Securities Act of 1933, as amended ("Act"),
or any state Blue Sky law.
(f) The
undersigned understands that the offer and sale of the Offered
Shares in the individual states in transactions which satisfy
the requirements of Rule 504 of Regulation D promulgated
pursuant to Section 4(2) of the Securities Act of 1933 are not
required to be registered or qualified in the individual
states because of adoption of the National Securities Markets
Improvement Act of 1996 ("NSMIA "). NSMIA preempts state
registration and similar qualification provisions for
transactions exempt pursuant to that Rule 506.
(g) The
undersigned represents that it has been called to his or her
attention by those provisions of the Memorandum and by those
persons with whom the undersigned has dealt in connection with
his or her proposed investment in the Company, that the
Company has no history of operation and no earnings and that
the undersigned proposed investment in the Company involves
significant risks which may result in the loss of that
investment, or a portion thereof.
(h) The
undersigned has received no representations or warranties in
making his or her investment decision.
(i) The
undersigned acknowledges and agrees that the Company has made
available to the undersigned or his or her personal advisors
the opportunity to obtain appropriate information to evaluate
the merits and risks of an investment in the
Company.
(j) The
undersigned understands that neither the Securities and
Exchange Commission nor any Securities Administrator or
similar person of any state or province has made any finding
or determination relating to the fairness of any purchase of
the Offered Shares and that neither the Securities and
Exchange Commission nor any Securities Administrator or
similar person of any state or province has or will recommend
or endorse a purchase of the Offered Shares.
(k) The
undersigned is now a bona fide citizen of the United States of
America and a bona fide resident of the state set forth below
and the address and Social Security number or federal tax
identification number set forth below are his true and correct
residence and Social Security number or federal tax
identification number. The undersigned has no current
intention of becoming a resident of any other state or
jurisdiction. If the undersigned is a corporation,
partnership, trust or other form of business organization, the
undersigned represents and warrants that the undersigned was
formed pursuant to the laws of_____________________, and the
undersigned's principal
place of business is within such state, and that the
undersigned was not organized
for the purpose of acquiring Offered Shares.
(l)
The undersigned hereby represents and warrants that the
undersigned's total purchase of Offered Shares shall not
exceed 10% of the undersigned's net worth.
(m) By
initialing where indicated and appropriate below, the
undersigned hereby represents and
warrants that the undersigned is an " Accredited Investor " ,
as defined by the provisions of Rule 501 of Regulation D
promulgated pursuant to the Act, and falls within one of the
following categories:
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_______
(1)
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The
undersigned is a director or executive officer of the Company, or
any director, executive, executive officer, or general partner of a
general partner of the Company; or
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_______
(2)
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The
undersigned is a natural person whose individual net worth, or
joint net worth with the undersigned's spouse, at the time of his
or her purchase exceeds $1,000,000.00 USD; or
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_______
(3)
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The
undersigned is a natural person who had an individual income in
excess of $200,000.00 USD in each of the most recent years or joint
income with the undersigned's spouse in excess of $300,000.00 USD
in each of those years and has a reasonable expectation of having
the same income level in the current year; or
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_______
(4)
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The
undersigned is a trust, with total assets in excess of
$5,000,000.00 USD, not formed for the specific purpose of acquiring
the securities offered, whose purchase is directed by a
sophisticated person as described in Regulation 230. 504(b)(2)(ii)
promulgated pursuant to the Act; or
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_______
(5)
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The
undersigned is an entity in which all of the equity owners are
accredited Investors.
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Initials
4.
Indemnification.
The undersigned acknowledges that he or she understands the
meaning and legal consequences of the representations,
warranties, and covenants specified in Paragraph 3 of this
Subscription Agreement and that the Company has relied on such
representations, warranties and covenants, and the undersigned
hereby agrees to indemnify and hold harmless the Company, and
its officers, directors, controlling persons, agents,
attorneys, accountants, and employees, from any and all loss,
damage or liability due to, or occurring because of, a breach
of any such representation, warranty, or
covenant.
5.
Subsequent
Registration of Offered Shares. The undersigned has no
right to require that the Offered Shares be registered
pursuant to the provisions of the Act, or otherwise. The
undersigned further acknowledges and agrees that the Company
has no obligation to assist the undersigned in obtaining any
exemption from any registration requirements imposed by
applicable law. The undersigned also acknowledges and agrees
that he or she shall be responsible for compliance with all
conditions on transfer imposed by a Securities Administrator
or similar person of any state, province or
territory.
6.
Limitation on
Transfer of Offered Shares . The undersigned
acknowledges and agrees that he or she is aware that there are
substantial restrictions on the transferability of the Offered
Shares. Because the Offered Shares will not be registered
pursuant to the provisions of the Act (unless the undersigned
exercises his or her right to require such registration), the
undersigned agrees not to sell, transfer, assign, pledge,
hypothecate or otherwise dispose of any Offered Shares unless
such sale is exempt from such registration pursuant to the
provisions of the Act or unless the Offered Shares are
registered pursuant to the Act. The undersigned further
acknowledges and agrees that the Company has no obligation to
assist the undersigned in obtaining any exemption from any
registration requirements imposed by applicable law. The
undersigned also acknowledges and agrees that he or she shall
be responsible for compliance with all conditions on transfer
imposed by a Securities Administrator of any state, province
or territory and for any expenses incurred by the Company for
legal and accounting services in connection with reviewing
such a proposed transfer and issuing opinions in connection
therewith.
7.
Compliance
with Act. The undersigned understands and agrees that
the following restrictions and limitations are applicable to
his or her purchase and any sale, transfer, assignment,
pledge, hypothecation or other disposition of Offered Shares
pursuant to Section 4(2) of the Act and Rule 504 of Regulation
D promulgated pursuant thereto:
(a) The
undersigned agrees that the Offered Shares shall not be sold,
pledged, hypothecated or otherwise disposed of unless the
Offered Shares are registered pursuant to the Act and
applicable state or other applicable securities laws or are
exempt there from.
(b) A
legend in substantially the following form has been or will
be
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