Exhibits 10.2
SUBSCRIPTION
AGREEMENT
To: JINMIMI NETWORK
INC.
6G, West Building, Changxing
Plaza
Changxing Rd, Nanshan
District
Shenzhen, Guangdong, 518051 P.R.
China
Gentlemen:
1. Subscription.
The undersigned (the
"Purchaser "), intending to be legally bound, hereby
irrevocably agrees to purchase from Jinmimi Network 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 $0.025 per share with no minimum investment, 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 January 15,
2009.
The undersigned is delivering (i)
the subscription payment made payable to Jinmimi Network 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:
6G, West Building, Changxing Plaza
Changxing Rd, Nanshan District
Shenzhen, Guangdong, 518051 P.R.
China
The undersigned understands that the
Common Stock is 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 and/or Regulation S of such Securities Act.
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
earlier to occur of (i) February 28, 2009; or (ii) the sale of all
of the common shares, unless extended by us for up to an additional
90 day period, in our sole discretion.
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.
3. Memorandum.
The Purchaser hereby acknowledges
receipt of a copy of the Confidential Private Placement Memorandum
dated January 15, 2009 (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) The authorized capital stock of
the Company will consist of 100,000,000 shares of common stock,
$.00001 par value per share of which 20,000,000 shares are duly
issued and outstanding, and 10,000,000 shares of preferred stock,
$.00001 par value per share of which none of the shares are issued
and outstanding.
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 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.
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The undersigned United States
persons hereby represents and warrants to, and agrees with, the
Company as follows:
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(a) The undersigned is an
"Accredited Investor" as that term is defined in Rule 501 (a) of
Regulation D promulgated under the Securities Act, and as
specifically indicated in Exhibit I attached to this Agreement.
"
(b) The undersigned is a
“Sophisticated Investor” as that term is defined in
Rule 506(b)(2)(ii) of Regulation D promulgated under the Securities
Act.
(c) For California and Massachusetts
individuals: If the subscriber is a California resident, such
subscriber's investment in the Company will not exceed 10% of such
subscriber's net worth (or joint net worth with his spouse). If the
subscriber is a Massachusetts resident, such subscriber's
investment in the Company will not exceed 25% of such subscriber's
joint net worth with such subscriber's spouse (exclusive of
principal residence and its furnishings).
(d) 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.
(e) The undersigned has received,
read carefully and is familiar with this Agreement and the
Memorandum.
(f) 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.
(g) 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.
(h) 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.
(i) The undersigned acknowledges
that no market for the 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.
(j) The undersigned has
been advised by the Company that none of the Common Stock has been
registered under the Securities Act, that the Common Stock will be
issued on the basis of the statutory exemption provided by Rule 506
of the Securities Act or Regulation D promulgated thereunder, or
both, relating to transactions by an issuer not involving any
public offering and under similar exemptions under certain state
securities laws; that this transaction has not been reviewed by,
passed on or submitted to any federal or state agency or
self-regulatory organization where an exemption is being relied
upon; and that the Company's reliance thereon is based in part upon
the representations made by the undersigned in this
Agreement.
(k) The undersigned
acknowledges that the undersigned has been informed by the Company
of or is otherwise familiar with, the nature of the limitations
imposed by the Securities Act and the rules and regulations
thereunder on the transfer of the Common Stock. In particular, the
undersigned agrees that no sale, assignment or transfer of any of
the Common Stock shall be valid or effective, and the Company shall
not be required to give any effect to such a sale, assignment or
transfer, unless (i) the sale, assignment or transfer of such
Common Stock is registered under the Securities Act, it being
understood that the Common Stock are not currently registered for
sale and that the Company has no obligation or intention to so
register the Common Stock, except as contemplated by the terms of
this Agreement or (ii) such Common Stock is sold, assigned or
transferred in accordance with all the requirements and limitations
of Rule 144 under the Securities Act (it being understood that Rule
144 is not available at the present time for the sale of the Common
Stock), or (iii) such sale, assignment or transfer is otherwise
exempt from registration under the Securities Act, including
Regulation S promulgated thereunder. The undersigned further
understands that an opinion of counsel and other documents may be
required to transfer the Common Stock.
(l) The undersigned acknowledges
that the Common Stock shall be subject to a stop transfer order and
the certificate or certificates evidencing any Common Stock shall
bear the following or a substantially similar legend or such other
legend as may appear on the forms of Common Stock and such other
legends as may be required by state blue sky laws:
THE SECURITIES REPRESENTED BY
THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933 (THE "ACT") OR. APPLICABLE STATE SECURITIES
LAWS, AND SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH SALE OR TRANSFER IS
EXEMPT FROM SUCH REGISTRATION REQUIREMENTS OF THE ACT AND
APPLICABLE STATE SECURITIES LAWS.
(m) The undersigned
will acquire the Common Stock for the un
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