EXHIBIT
10.6
SUBSCRIPTION AGREEMENT
DIVERSIFIED
PRODUCT INSPECTIONS, INC.
c/o Williams,
Williams, Rattner & Plunkett, PC
380 North Old
Woodward Ave., Suite 300
Birmingham,
Michigan 48009
Gentlemen:
Section
1. Amount and Method of
Payment. Diversified Product Inspections, Inc., a
Delaware corporation (the “Company”), and EIG Venture
Capital, Ltd. (the “Purchaser”) have agreed as follows
with respect to the sale by the Company to the Purchaser of an
aggregate of 97,751,710 shares of the Company’s
Common Stock, par value $0.0001 per share (the “Common
Stock”), at a fixed price of $0.01023_ per share, in three
tranches: (1) the Phase I tranche would consist of 5,767,350 shares
of Common Stock for a total purchase price of $59,000, to be
purchased by the Purchaser on or before July 16, 2009;
(2) the Phase II tranche would consist of 43,108,504
shares of Common Stock for a total purchase price of $441,000, to
be purchased by the Purchaser on or before December 31, 2009; and
the Phase III tranche would consist of 48,875,855 shares of Common
Stock for a total purchase price of $500,000 to be purchased by the
Purchaser on or before July 16, 2010. The shares of Common Stock to
be purchased by Purchaser are herein referred to as the
“Shares”.
Together with
this Subscription Agreement, the Purchaser is delivering, or has
previously delivered, the full amount of the purchase price (the
“Purchase Price”) of US$59,000 for the Phase I purchase
of 5,767,350 Shares, and agrees to purchase
the 43,108,504 Phase II Shares for a purchase price of $441,000 on
or before December 31, 2009, and the 48,875,855 Phase III Shares on
or before July 16, 2010 as agreed with the Company. Payment of the
Purchase Price shall be made as directed by the
Company. The Shares compromising each of the tranches in
Phases I through III may be purchased in one or more installments
by the Purchaser; provided, that the number of Shares required to
be purchased in each tranche is purchased in its entirety by the
final purchase date specified above for the entire
tranche.
Section
2. Representations and Warranties of the
Company. The Company represents and warrants to the
subscriber that:
2.1 The
Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware, and has the
power and authority to carry on its business as conducted or
proposed to be conducted by it and to hold title to its
property. The Company has the corporate power and
authority to execute and deliver this Subscription Agreement, to
conduct such business and to perform its obligations hereunder and
consummate the transactions contemplated by each Subscription
Agreement tendered by a subscriber that is accepted by the Company
(collectively, the “Subscription
Agreements”).
2.2 When
(i) the Company has received payment for subscriptions in
accordance with the provisions of this Subscription Agreement and
the Shares are issued to the Purchaser, the Shares will be duly and
validly issued, fully paid and non-assessable shares of Common
Stock.
2.3 This
Subscription Agreement has been duly and validly authorized,
executed and delivered by the Company and constitutes the valid and
binding agreement of the Company, enforceable in accordance with
its terms, except that such enforcement may be subject to the
effect of any applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance and other similar laws relating
to or affecting creditors' rights generally and general principals
of equity (regardless of whether such enforcement is considered in
a proceeding in equity or at law).
2.4 The
Company's execution and delivery of this Subscription Agreement,
the fulfillment of the terms set forth herein and the consummation
of the transactions contemplated herein will not conflict with or
constitute a breach of, or default under (i) the Company's articles
of incorporation or by-laws, (ii) any material agreement, indenture
or instrument by which the Company is bound (except to the extent
such conflict, breach or default would not have a material adverse
effect on the value of the assets or the operation of the business
of the Company), or (iii) any law, administrative regulation or
court decree (except to the extent such conflict, breach or default
would not have a material adverse effect on the value of the assets
or the operation of the business of the Company.
Section
3. Representations and Warranties of
Purchaser. In order to induce the Company to accept this
subscription, the Purchaser hereby represents and warrants to, and
covenants with, the Company as follows:
3.1 &nb
