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SeedRound 2_CommonStockPurchaseAgreement-DWT

SeedRound 2_CommonStockPurchaseAgreement-DWT

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Published by: yoursportschief on Aug 26, 2012
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 DWT 19719268v2 0089588-000001
A TO Z SPORTS, INC.COMMON STOCK PURCHASE AGREEMENT
This Common Stock Purchase Agreement (the
 Agreement
) is made and entered into byand between A TO Z SPORTS, INC., a Washington corporation (the
Company
), and theundersigned Investor (the
 Investor
) of Company
s Common Stock (
Common Stock
),effective as of the date of Company
s acceptance of this Agreement as indicated on the signaturepage hereof (the
Company Execution Date
). Company and Investor agree as follows:
1. Sale and Purchase of Shares.
Subject to the terms and conditions of thisAgreement, Investor agrees to purchase from Company, and Company agrees to sell to Investor,up to ____________________________ (__________) shares of Common Stock (the
Shares
),at a purchase price of Ten Cents ($0.10) per share (the
 Price Per Share
), for an aggregatepurchase price of ______________________________ ($_________) (the
 Purchase Price
).Investor will deliver to Company a check or wire transfer in the amount of the Purchase Price.Investor acknowledges that this Agreement and the sale and issuance of the Shares to Investorwill not be effective until the Company accepts and countersigns this Agreement, and theInvestor delivers funds to Company.
2. Representations and Warranties of Company.
Company hereby represents andwarrants to Investor as follows:
2.1 Authorization.
All corporate action on the part of Company and itsofficers, directors and shareholders, necessary for the authorization, execution, delivery andperformance of this Agreement and the consummation of the transactions contemplated herein,and for the authorization, issuance and delivery of the Shares being sold hereunder, has beentaken or will be taken, and this Agreement constitutes a valid and legally binding obligation of Company, enforceable against Company in accordance with its terms.
3. Representations and Warranties of Investor.
Investor hereby represents andwarrants as follows:
3.1 Authorization.
Investor has full power and authority duly to execute,deliver and perform this Agreement and to own the Shares for Investor
s own benefit; Investor isa resident of the state of residency set forth below Investor
s signature at the end of thisAgreement; all acts and conditions required by law to authorize the execution, delivery andperformance by Investor of this Agreement and the transactions contemplated herein have beenduly performed and satisfied; and this Agreement constitutes a valid and legally bindingobligation of Investor, enforceable against Investor in accordance with its terms.
3.2 Need for Additional Capital.
Investor understands that Company is anearly stage company with limited public product-stage operating history and that in order toachieve Company
s purposes and objectives, Company may need substantial additional capitalinvestment beyond this investment, and that there is a risk that Company will not be able toobtain additional needed capital to achieve its purposes and objectives or available upon termsthat are substantially dilutive to Investor.
 
 DWT 19719268v2 0089588-000001
3.3 Ability to Bear Risk.
Investor recognizes that the purchase of the Shareswill be a highly speculative investment and confirms that Investor is able, without materiallyimpairing Investor
s financial condition, to hold the Shares for an indefinite period of time and tosuffer a complete loss of Investor
s investment.
3.4 Purchase for Own Account.
This Agreement is made with Investor inreliance upon Investor
s representation to Company, which, by Investor
s execution of thisAgreement, Investor hereby confirms that the Shares are being acquired for investment forInvestor
s own account and that Investor does not have any present intention of selling, grantingany participation in, or otherwise distributing the Shares to any third party. Investor representsand acknowledges that in taking any action or performing any role relative to the arranging of theproposed investment, Investor has acted in its sole interest.
3.5 Disclosure of Information.
Investor is a sophisticated investor with suchknowledge and experience in financial and business matters as to be capable of evaluating themerits and risks of the investment in the Shares. Investor further represents that Investor has hadan opportunity to ask such questions of Company
s officers, employees and representatives asInvestor has deemed necessary or desirable. Investor further represents and acknowledges thatInvestor has been solely responsible for Investor
s own (i) due diligence investigation of Company, its management and its business, (ii) analysis of the merits and risks of thisinvestment, and (iii) analysis of the terms of the investment. Investor acknowledges that anyprojections or predictions disclosed to Investor by Company, its management or the agents oremployees of Company, including any financial projections, are based on estimates, assumptionsand forecasts that may likely prove to be incorrect; no assurance has been given that actualresults will correspond in any meaningful way with the results contemplated by the variousprojections. Investor further represents and acknowledges that Investor is not relying on anyprojections or predictions.
3.6 Professional Advice.
Investor has obtained, to the extent Investor deemsnecessary, Investor
s own professional advice with respect to the risks inherent in the investmentin the Shares and the suitability of the investment in the Shares in light of Investor
s financialcondition and investment needs.
3.7 Restricted Securities.
Investor understands that the Shares have notbeen, and will not be, registered under the Securities Act, by reason of a specific exemption fromthe registration provisions of the Securities Act which depends upon, among other things, thebona fide nature of the investment intent and the accuracy of Investor
s representations asexpressed herein. Investor understands that the Shares are characterized as
 restricted  securities
under applicable U.S. federal and state securities laws and that, pursuant to theselaws, Investor must hold the Shares indefinitely unless subsequently registered with theSecurities and Exchange Commission and qualified by state authorities, or an exemption fromsuch registration and qualification requirements is available. Investor acknowledges thatCompany has no obligation to register or qualify the Shares for resale. Investor furtheracknowledges that if an exemption from registration or qualification is available, it may beconditioned on various requirements including, but not limited to, the time and manner of sale,the holding period for the Shares, and on requirements relating to Company which are outside of Investor
s control, and which Company is under no obligation and may not be able to satisfy.
 
 DWT 19719268v2 0089588-000001
3.8 Further Limitations on Disposition.
Without in any way limiting therepresentations set forth above, Investor further agrees not to make any disposition of all or anyportion of the Shares unless and until the transferee has agreed in writing for the benefit of Company to be bound by this Section 3 provided and to the extent this Section are thenapplicable, and:(a) There is then in effect a registration statement under the SecuritiesAct covering such proposed disposition and such disposition is made in accordance with suchregistration statement; or(b) (i) Investor shall have notified Company of the proposeddisposition and shall have furnished Company with a detailed statement of the circumstancessurrounding the proposed disposition, and (ii) if requested by Company, Investor shall havefurnished Company with an opinion of counsel, reasonably satisfactory to Company, that suchdisposition will not require registration of such Shares under the Securities Act.
3.9 Company Reliance.
Investor has been advised that the Shares are notbeing registered under the Act or the applicable state securities laws but are being offered andsold in part based on Company
s reliance upon Investor
s representations contained herein.
4. Market Standoff.
In connection with the sale of Common Stock of Company tothe general public under a registration statement declared effective under the Securities Act of 1933, as amended and upon request of Company or the underwriters managing any underwrittenoffering of Company
s securities, Investor shall not to sell, make any short sale of, loan, grantany option for the purchase of, or otherwise transfer of any Shares or other Common Stock of Company (other than those included in the registration) without the prior written consent of Company or such underwriters, as the case may be, for such period of time (not to exceed onehundred eighty (180) days) from the effective date of such registration as may be requested byCompany or such managing underwriters and to execute an agreement reflecting the foregoing asmay be requested by the underwriters at the time of the public offering.
5. Indemnification.
Investor shall indemnify, hold harmless and defend Companyand its affiliates and agents with respect to any and all loss, damage, expense, claim, action orliability, any of which may incur as a result of the breach or untruth of any of the representationsand warranties set forth in this Agreement. If Company or anyone acting on its behalf discoversany breach or untruth of any such representations and warranties, Company may, at its option,rescind the sale of any Shares to Investor.
6. Restrictive Legend.
It is understood that the certificates evidencing the Sharesmay bear following legend (or substantially similar legends):
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIESACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE,PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENTIN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINIONOF COUNSEL SATISFACTORY TO COMPANY THAT SUCH REGISTRATION IS NOTREQUIRED.
 

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