Exhibit 10.2
SUBSCRIPTION
AGREEMENT
To: PRCOMPLETE
HOLDINGS INC.
11693 San
Vicente Blvd. #431
Attn: Chrissy Albice,
President
The undersigned (the "Purchaser"), intending to
be legally bound, hereby irrevocably agrees to purchase from
PrComplete Holdings Inc., a Nevada Corporation (the
“Company”), the number of shares, set forth on the
Signature Page at the end of this subscription Agreement (the
“Agreement”) at a purchase price of $0.05 upon the
terms and conditions hereinafter set forth. This subscription is
submitted to the Company accordance with and subject to the terms
and conditions described in this Agreement and in the Confidential
Private Placement Memorandum dated as of June 20, 2008.
The undersigned is delivering (i)
the subscription payment made payable to PrComplete Holdings Inc.
(ii) two executed copies of the Signature page at the end of this
Agreement, and (iii) one executed copy of Purchaser Questionnaire
for Individuals (if appropriate), attached hereto as Exhibit II,
to:
PRCOMPLETE HOLDINGS INC.
11693 San Vicente Blvd. #431
Los Angeles, CA 90049
Attn: Chrissy Albice, President
The undersigned understands that the
Shares are being issued pursuant to the exemption from the
registration requirements of the United States Securities Act of
1933, as amended (the "Securities Act"), provided by Regulation D
Rule 506 of such Securities Act. As such, the Shares are only being
offered and sold to investors who qualify as “accredited
investors," and a limited number of sophisticated investors and the
Company is relying on the representations made by the undersigned
in this Agreement that the undersigned qualifies as such an
accredited or sophisticated investor. The shares of common stock
are "restricted securities" for purposes of the United States
securities laws and cannot be transferred except as permitted under
these laws.
2. Acceptance of
Subscription.
The Offering will be open until the
sale of all of the common shares.
Subject to
applicable state securities laws, the Purchaser may not revoke any
subscription that such Purchaser delivers to the Company. However,
the undersigned understands and agrees that the Company, in its
sole discretion, may (i) reject the subscription of any Purchaser,
whether or not qualified, in whole or in, part, and (ii) may
withdraw the Offering at any time prior to the termination of the
Offering. The Company shall have no obligation to accept
subscriptions in the order received. This subscription shall become
binding only if accepted by the Company.
The Purchaser hereby acknowledges
receipt of a copy of the Confidential Private Placement Memorandum
dated June 20, 2008 (as, the "Memorandum").
4. Representations
and Warranties.
4.1. The Company
represents and warrants to, and agrees with the undersigned as
follows, in each case as of the date hereof and in all material
respects as of the date of any closing, except for any changes
resulting solely from the Offering:
(a) The Company is
duly organized, validly existing and in good standing under the
laws of the jurisdiction of its incorporation with full power and
authority to own, lease, license and use its properties and assets
and to carry out the business in which it is engaged as described
in the Memorandum. The Company is in good standing as a foreign
corporation in every jurisdiction in which its ownership, leasing,
licensing or use of property or assets or the conduct of its
business makes such qualification necessary, except where the
failure to be so qualified would not have a material adverse effect
on the Company.
(b) At the date of
the initial closing, the authorized capital stock of the Company
will consist of 500,000,000 shares of common stock, par value $.001
per share. At such date, without taking into account the initial
closing, there will be outstanding no more than 1,200,000
shares of Common Stock, excluding shares issued in connection
with the Offering, shares issued upon exercise or conversion of
options, warrants or other rights outstanding as of the date of the
initial closing, in accordance with their terms as of such date,
which terms have been described properly in the
Memorandum.
Each outstanding share of Common
Stock is validly authorized, validly issued, fully paid and
non-assessable, without any personal liability attaching to the
ownership thereof and has not been issued and is not or will not be
owned or held in violation of any preemptive rights of
stockholders. There is no commitment, plan or arrangement to issue,
and no outstanding option, warrant or other right calling for the
issuance of, any share of capital stock of the Company or any
security or other instrument which by its terms is convertible
into, exercisable for or exchangeable for capital stock of the
Company, except, as may be described in the Memorandum. There is
outstanding no security or other instrument which by its terms is
convertible into or exchangeable for capital stock of the Company,
except as may be described in the Memorandum
(c) There is no
litigation, arbitration, claim, governmental or other proceeding
(formal or informal), or investigation pending or, to the best
knowledge of the officers of the Company, threatened with respect
to the Company, or any of its subsidiaries, operations, businesses,
properties or assets except as may be described in the Memorandum
or such as individually or in the aggregate do not now have and
could not reasonably be expected have a material adverse effect
upon the operations, business, properties or assets of the
Company.
(d) The Company is
not in violation of, or in default with respect to, any law, rule,
regulation, order, judgment or decree except as may be described in
the Memorandum or such as in the aggregate do not now have and will
not in the future have a material adverse effect upon the
operations, business, properties or assets of the Company; nor is
the Company required to take any action in order to avoid any such
violation or default.
(e) The Company has
all requisite power and authority (i) to execute, deliver and
perform its obligations under this Agreement, and (ii) to issue and
sell the shares in the Offering.
(f) No consent,
authorization, approval, order, license, certificate or permit of
or from, or declaration or filing with, any United States federal,
state, local, or other applicable governmental authority, or any
court or any other tribunal, is required by the Company for the
execution, delivery or performance by the Company of this Agreement
or the issuance and sale of the shares, except such filings and
consents as may be required and have been or at the initial closing
will have been made or obtained under the laws of the United States
federal and state securities laws.
(g) The execution,
delivery and performance of this Agreement and the issuance of the
Shares will not violate or result in a breach of, or entitle any
party (with or without the giving of notice or the passage of time
or both) to terminate or call a default under any agreement or
violate or result in a breach of any term of the Company's Articles
of Incorporation or Bylaws of, or violate any law, rule,
regulation, order, judgment or decree binding upon, the Company, or
to which any of its operations, businesses, properties or assets
are subject, the breach, termination or violation of which, or
default under which, would have a material adverse effect on the
operations, business, properties or assets of the
Company.
(h) The shares of
common stock issuable in this Offering are validly authorized and,
if and when issued in accordance with the terms and conditions set
forth in the Memorandum and in this Agreement, will be validly
issued, fully paid and non-assessable without any personal
liability attaching to the ownership thereof, and will not be
issued in violation of any preemptive or other rights of
stockholders.
(i) The Memorandum
and this Agreement do not contain any untrue statement of a
material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not
misleading. Without limiting the generality of the foregoing, there
has been no material adverse change in the financial condition,
results of operations, business, properties, assets, liabilities,
or, to the knowledge of the Company, future prospects of the
Company from the latest information set forth in the
Memorandum.
4.2. The undersigned
hereby represents and warrants to, and agrees with, the Company as
follows:
(a) If a natural
person, the undersigned is: a bona fide resident of the state or
non-United States jurisdiction contained in the address set forth
on the Signature Page of this Agreement as the undersigned's home
address; at least 21 years of age; and legally competent to execute
this Agreement. If an entity, the undersigned has its principal
offices or principal place of business in the state or non-United
States jurisdiction contained in the address set forth on the
Signature Page of this Agreement, the individual signing on behalf
of the undersigned is duly authorized to execute this Agreement and
this Agreement constitutes the legal, valid and binding obligation
of the undersigned enforceable against the undersigned in
accordance with its terms.
(b) The undersigned
has received, read carefully and is familiar with this Agreement
and the Memorandum.
(c) The undersigned
is familiar with the Company's business, plans and financial
condition, the terms of the Offering and any other matters relating
to the Offering, the undersigned has received all materials which
have been requested by the undersigned, has had a reasonable
opportunity to ask questions of the Company and its
representatives, and the Company has answered all inquiries that
the undersigned or the undersigned's representatives have put to
it. The undersigned has had access to all additional information
necessary to verify the accuracy of the information set forth in
this Agreement and the Memorandum and any other materials furnished
herewith, and have taken all the steps necessary to evaluate the
merits and risks of an investment as proposed hereunder.
(d) The undersigned
(or the undersigned's purchaser representative) has such knowledge
and experience in finance, securities, taxation, investments and
other business matters so as to be able to protect the interests of
the undersigned in connection with this transaction, and the
undersigned's investment in the Company hereunder is not material
when compared to the undersigned's total financial
capacity.
(e) The undersigned
understands the various risks of an investment in the Company as
proposed herein and can afford to bear such risks, including,
without limitation, the risks of losing the entire
investment.
(f) The undersigned
acknowledges that no market for the shares of common stock
presently exists and none may develop in the future and that the
undersigned may find it impossible to liquidate the investment at a
time when it may be desirable to do so, or at any other
time.
(g) The undersigned
has been advised by the Co
