Exhibit 10.2
Page 1 of 4
SUBSCRIPTION AGREEMENT
SUBSCRIPTION
AGREEMENT (this “Agreement”) made as of August 25, 2008
by and between Modern Medical Modalities Corporation, a New Jersey
corporation (the “Company”) and Naftali Siani, with an
address at Tel Hai 14, Jerusalem Israel 92107 (the
“Subscriber”).
WITNESSETH:
WHEREAS, the
Subscriber desires to purchase and the Company desires to sell in a
private placement to Subscriber (as defined below) 500,000 shares
of its common stock, par value $.0002 per share (the “Common
Stock”) at a purchase price of $0.10 per share for an
aggregate amount of $50,000 (“Purchase Price”). The
500,000 shares of Common Stock being purchased by Subscriber
pursuant to this Agreement shall be referred to as the “
Securities ”.
NOW, THEREFORE,
in consideration of the premises and the mutual representations and
covenants hereinafter set forth, the parties hereto agree as
follows:
SUBSCRIPTION
FOR SECURITIES AND REPRESENTATIONS BY SUBSCRIBER
Subject to the
terms and conditions hereinafter set forth, the Subscriber hereby
irrevocably subscribes for and agrees to purchase from the Company
the Securities and the Company agrees to sell such Securities to
the Subscriber for said Purchase Price. The Purchase Price is
payable by personal or business check, wire transfer of immediately
available funds or money order made payable to the Company
contemporaneously with the execution and delivery of this Agreement
by the Subscriber. The Securities will be delivered by the Company
to the Subscriber promptly following the receipt of the Purchase
Price.
The Subscriber
recognizes that the purchase of Securities involves a high degree
of risk in that (i) an investment in the Company is highly
speculative and only investors who can afford the loss of their
entire investment should consider investing in the Company; (ii)
the Subscriber may not be able to liquidate its investment; (iii)
transferability of the Securities is extremely limited; and (iv) in
the event of a disposition, the Subscriber could sustain the loss
of its entire investment.
The Subscriber
represents that the Subscriber is an “accredited
investor” as such term is defined in Rule 501 of Regulation D
promulgated under the Securities Act of 1933, as amended (the
“ Act ”), and that the Subscriber is able to
bear the economic risk and illiquidity of an investment in the
Securities.
The Subscriber
hereby acknowledges and represents that (i) the Subscriber has
prior investment experience, including investment in non-listed and
unregistered securities, or that the Subscriber has employed the
services of an investment advisor, attorney and/or accountant to
read all of the documents furnished or made available by the
Company both to the Subscriber and to all other prospective
investors to evaluate the merits and risks of such an investment on
the Subscriber’s behalf; (ii) the Subscriber recognizes the
highly speculative nature of an investment in the Securities; and
(iii) the Subscriber is able to bear the economic risk and
illiquidity which the Subscriber assumes by investing in the
Securities.
The Subscriber
(i) hereby represents that the Subscriber has been furnished by the
Company during the course of this transaction with all information
regarding the Company which the Subscriber has requested or desired
to know; (ii) has been afforded the opportunity to ask questions of
and receive answers from duly authorized officers or other
representatives of the Company concerning the terms and conditions
of the Securities; and (iii) has received any additional
information which the Subscriber has requested.
8. To the
extent necessary, the Subscriber has retained, at its own expense,
and relied upon the advice of appropriate professionals regarding
the investment, tax and legal merits and consequences of this
Agreement and its purchase of the Securities hereunder.
Exhibit 10.2
Page 2 of 4
The Subscriber
covenants that no Securities were offered or sold to it by means of
any form of general solicitation or general advertising, and in
connection therewith the Subscriber did not (i) receive or review
any advertisement, article, notice or other communication published
in a newspaper or magazine or similar media or broadcast over
television or radio, whether closed circuit or generally available;
or (ii) attend any seminar, meeting or industry investor conference
whose attendees were invited by any general solicitation or general
advertising.
The Subscriber
hereby acknowledges that the sale of Securities has not been
reviewed by the SEC because of the Company’s representations
that this sale of Securities is intended to be exempt from the
registration requirements of Section 5 of the Act pursuant to
Sections 3(b), 4(2) and 4(6) thereof and Regulation D promulgated
under the Act. In this connection, the Subscriber hereby represents
that the Subscriber is purchasing the Securities for the
Subscriber’s own account for investment and not with a view
toward the resale or distribution thereof to others. The Subscriber
agrees that the Subscriber will not sell or otherwise transfer the
Securities unless they are registered under the Act or unless an
exemption from such registration is available.
The Subscriber
understands and hereby acknowledges that the Securities it is
purchasing are characterized as “restricted securities”
under federal securities laws inasmuch as they are being acquired
from the Company in a transaction not involving a public offering
and that under such laws and applicable regulations such securities
may be resold without registration under the Act only in certain
limited circumstances. In this connection, Subscriber represents
that it is familiar with Rule 144 promulgated under the Act, as
presently in effect, and understands the resale limitations imposed
thereby and by the Act.
The Subscriber
understands that an investment in the Securities is extremely risky
and by executing this Agreement acknowledges that i
