Exhibit 10.1
Hammond Consultant
Associates, Inc.
SUBSCRIPTION
AGREEMENT
Hammond Consultant Associates,
Inc.
21
Country Club Rd,
Trumbull, CT.
06611-3203
Ladies and Gentlemen:
1.
Subscription . The undersigned (the
“Purchaser”), intending to be legally bound, hereby
agrees to purchase from Hammond Consultant Associates, Inc .
(the “Company”) Shares of the Company’s par value
$ 0.0001 common stock at a price of five cents (0.05) per
Share (the “ Shares ”). This subscription is
submitted to you in accordance with and subject to the terms and
conditions described in this Subscription Agreement and the LIMITED
OFFERING MEMORANDUM of the Company, dated
May 20th, 2008, as amended or supplemented from time to time,
including all attachments, schedules and exhibits thereto (the
“Memorandum”), relating to the offering (the
“Offering”) by the Company of $
20,000.
The terms of the
Offering are more completely described in the Memorandum and such
terms are incorporated herein in their entirety. Certain terms used
but not otherwise defined herein shall have the respective meanings
provided in the Memorandum.
2.
Payment
. The Purchaser
encloses herewith, cash, check payable to, or will immediately make
a wire transfer payment to Hammond Consultant Associates, Inc. in
the full amount of the purchase price of the shares being
subscribed for. Such funds will be held for the
Purchaser’s benefit, and will be returned promptly, without
interest, penalty, expense or deduction if this Subscription
Agreement is not accepted by the Company or the Offering is
terminated pursuant to its terms or by the Company. Together
with the check for, or wire transfer of, the full purchase price,
the Purchaser is delivering a completed and executed signature page
of this Subscription Agreement.
3.
Acceptance of
Subscription . The Purchaser understands
and agrees that the Company reserves the right to accept or reject
this or any other subscription for shares, in whole or in part, and
in any order, notwithstanding prior receipt by the Purchaser of
notice of acceptance of this subscription. The Company shall
have no obligation hereunder until the Company shall execute and
deliver to the Purchaser an executed copy of this Subscription
Agreement. If this subscription is rejected in whole or the
Offering is terminated, all funds received from the Purchaser will
be returned without interest, penalty, expense or deduction, and
this Subscription Agreement shall thereafter be of no further force
or effect. If this subscription is rejected in part, and in
any order, the funds for the rejected portion of this subscription
will be returned without interest, penalty, expense or deduction,
and this Subscription Agreement will continue in full force and
effect to the extent this subscription was accepted.
4.
Representations and
Warranties .
The Purchaser hereby represents, warrants, acknowledges and
agrees as follows:
(
a)
The Shares offered
pursuant to the Memorandum are not registered under the Securities
Act of 1933, as amended (the “Securities Act”), or any
state securities laws. The Purchaser understands that the
offering and sale of the Shares is intended to be exempt from
registration under the Securities Act, by virtue of Section 4(2)
thereof and the provisions of Regulation D promulgated thereunder,
based, in part, upon the representations, warranties and agreements
of the Purchaser contained in this Subscription
Agreement;
(
b)
The Purchaser and the
Purchaser’s attorney, accountant, purchaser representative
and/or tax advisor, if any (collectively, the
“Advisors”), have received the Memorandum and all other
documents requested by the Purchaser, have carefully reviewed them
and understand the information contained therein, and the Purchaser
and the Advisors, if any, prior to the execution of this
Subscription Agreement, have had access to the same kind of
information which would be available in a registration statement
filed by the Company under the Securities Act;
(
c)
Neither the Securities
and Exchange Commission (the “SEC”) nor any state
securities commission has approved the Shares, or passed upon or
endorsed the merits of the Offering or confirmed the accuracy or
determined the adequacy of the Memorandum. The Memorandum has
not been reviewed by any Federal, state or other regulatory
authority;
(
d)
All documents, records
and books pertaining to the investment in the shares (including,
without limitation, the Memorandum) have been made available for
inspection by the Purchaser and the Advisors, if any;
(
e)
The Purchaser and the
Advisors, if any, have had a reasonable opportunity to ask
questions of and receive answers from a person or persons acting on
behalf of the Company concerning the offering of the shares and the
business, financial condition, results of operations and prospects
of the Company, and all such questions have been answered to the
full satisfaction of the Purchaser and the Advisors, if
any;
(
f)
In evaluating the
suitability of an investment in the Company, the Purchaser has not
relied upon any representation or other information (oral or
written) other than as stated in the Memorandum;
(
g)
The Purchaser is unaware
of, is in no way relying on, and did not become aware of the
offering of the Shares through or as a result of, any form of
general solicitation or general advertising including, without
limitation, any article, notice, advertisement or other
communication published in any newspaper, magazine or similar media
or broadcast over television or radio, in connection with the
offering and sale of the Shares and is not subscribing for Shares
and did not become aware of the offering of the Shares through or
as a result of any seminar or meeting to which the Purchaser was
invited by, or any solicitation of a subscription by, a person not
previously known to the Purchaser in connection with investments in
securities generally;
(
h)
The Purchaser has taken
no action which would give rise to any claim by any person for
brokerage commissions, finders’ fees or the like relating to
this Subscription Agreement or the transactions contemplated
hereby;
(
i)
The Purchaser, together
with its Advisors, if any, have such knowledge and experience in
financial, tax, and business matters, and, in particular,
investments in securities, so as to enable them to utilize the
information made available to them in connection with the offering
of the shares to evaluate the merits and risks of an investment in
the shares and the Company and to make an informed investment
decision with respect thereto;
(
j)
The Purchaser is not
relying on the Company or any of its employees or agents with
respect to the legal, tax, economic and related considerations as
to an investment in the Shares, and the Purchaser has relied on the
advice of, or has consulted with, only his own Advisors;
(
k)
The Purchaser is
acquiring the Shares solely for the Purchaser’s own account
for investment and not with a view to resale, assignment or
distribution thereof, in whole or in part. The Purchaser has
no agreement or arrangement, formal or informal, with any person to
sell or transfer any of the Shares, and the Purchaser has no plans
to enter into any such agreement or arrangement;
(
l)
The Purchaser must bear
the substantial economic risks of the investment in the Shares
indefinitely because none of the securities may be sold,
hypothecated or otherwise disposed of unless subsequently
registered under the Securities Act and applicable state securities
laws or an exemption from such registration is available.
Legends shall be placed on the Shares to the effect that they
have not been registered under the Securities Act or applicable
state securities laws and appropriate notations thereof will be
made in the Company’s stock books. Stop transfer instructions
will be placed with the transfer agent of the Shares. Although the
Company has the obligation to register for resale the Shares (see
Exhibit A hereto), there can be no assurance that such registration
will be completed within the time frames required by the Company,
or at all. It is not anticipated that there will be any market for
resale of the Shares, and such Shares will not be freely
transferable at any time in the foreseeable future;
2
(
