SUBSCRIPTION AGREEMENT

 

Name of Subscriber:

 

Meade Technologies, Inc.

455 Broadway, 4th Floor

New York, New York 10012

 

Ladies and Gentlemen:

 

1. Subscription. I (sometimes referred to herein as the “Investor”) hereby subscribe for and agree to purchase [  ] Unit(s) (as defined below) of Meade Technologies, Inc, a Delaware corporation (the “Company”), on the terms and conditions described herein and in the Private Placement Memorandum of the Company and the Exhibits thereto (collectively, the “Offering Documents”), each dated ________, 2007, together with all supplements, if any, relating to this offering. Terms not defined herein are as defined in the Offering Documents. The purchase price per Unit is $1,000,000.  The Maximum Offering is $30,000,000, or 30 Units.  There is no Minimum Offering.  The Company reserves the right to accept fractional Units.

 

THE AGGREGATE AMOUNT SUBSCRIBED FOR HEREBY IS $[  ]

 

2. Description of Units.Each Unit consists of 500,000 shares of common stock of the Company.

 

3. Purchase; Registration Rights.

 

(a) I hereby tender to the Company cash or a check or wire transfer (information to be provided to me on my request) made payable to the order of Meade Technologies, Inc. in the amount indicated above, an executed copy of this Subscription Agreement and an executed copy of my Investor Questionnaire. The wire information is:

 

Send to: Regions Bank, 8th Floor, 2800 Ponce de Leon Blvd, Coral Gables, FL, 33134.

 

ABA#: 067008414

 

SWIFT: UPNBUS44MIA

 

For further credit to: Global Bank of Commerce, Ltd, Account# 0902214071

 

SWIFT GBCLAGAG

 

For final credit to: Meade Technologies Inc, Account # 100-004-29.

 

 

 

 

 

(c) REGISTRATION RIGHTS.

 

 

4. Acceptance or Rejection of Subscription.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(i) I have relied solely upon my own investigation in making a decision to invest in the Company.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12. Benefit. This Subscription Agreement shall be binding upon and inure to the benefit of the parties hereto.

 

 

Investor:	At the address designated on the signature page of this Subscription Agreement.
The Company:	Meade Technologies, Inc. 455 Broadway, 4th Floor New York, New York 10012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*

If Units are being subscribed for by any entity, the Certificate of Signatory on the next page must also be completed

The foregoing subscription is accepted and the Company hereby agrees to be bound by its terms.

 

 

 

 

 

 

 

 

 

(To be completed if Units are being subscribed for by an entity)

 

 

IN WITNESS WHEREOF, I have set my hand this ______ day of _____________ 2007.

__________________________________

 

 

 

Purpose of this Questionnaire

The Units (the “Units”), consisting of 500,000 shares of common stock of Meade Technologies, Inc., a Delaware corporation (the “Company”), are being offered under the Securities Act of 1933, as amended (the “1933 Act”), or the securities laws of any state, in reliance on the exemptions contained in Sections 4(2) and 4(6) and Regulation D Rule 506 of the 1933 Act and on similar exemptions under applicable state laws. Under Sections 4(2) and 4(6) and Regulation D Rule 506 and/or certain state laws, the Company may be required to determine that an individual, or an individual together with a “purchaser representative” or each individual equity owner of an investing entity meets certain suitability requirements before selling the Units to such individual or entity. THE COMPANY MAY, AT ITS ELECTION, NOT SELL UNITS TO A SUBSCRIBER WHO HAS NOT COMPLETELY FILLED OUT THIS QUESTIONNAIRE. This Questionnaire does not constitute an offer to sell or a solicitation of an offer to buy the Units or any other security.

 

Instructions

 

One (1) copy of this Questionnaire should be completed, signed, dated, and delivered to Meade Technologies, Inc., 455 Broadway, 4th Floor, New York, New York 10012.

 

Please Answer All Questions

 

If the appropriate answer is “None” or “Not Applicable,” so state. Please print or type your answers to all questions. Attach additional sheets if necessary to complete your answers to any item.

 

Your answers will be kept strictly confidential at all times; however, the Company may present this Questionnaire to such parties as it deems appropriate, including its counsel, in order to assure itself that the offer and sale of the Units will not result in a violation of the registration provisions of the 1933 Act or a violation of the securities laws of any state.

 

(1)            Please provide the following personal information:

 

Name:  _________________________________________________________                        Age: ________________________

Residence Address

(including zip code): _______________________________________________

Telephone Numbers:

Residence:  ______________________________________________________                       Business: ____________________

 

 

 

 

(2)            Please describe your present or most recent business or occupation and indicate such information as the nature of your employment, the principal business of your employer, the principal activities under your management or supervision, and the scope (e.g., dollar volume, industry rank, etc.) of such activities.

(3)	Please provide the following information concerning your financial experience.

3.1            Indicate by check mark which of the following categories best describes the extent of your prior experience in the areas of investment listed below:

	Substantial Experience	Limited Experience	No Experience
Marketable Securities
Private Placements
Limited Partnerships
Initial Public Offerings

3.2            Indicate by check mark whether or not you maintain any of the following types of accounts over which you, rather than a third party, exercise investment discretion, and the length of time you have maintained each type of account.

Securities (cash)                                            Yes _________                                           No _______

Number of years                                            ____________

Securities (margin)                                            Yes _______                                            No _______

Number of years                                            ____________

(4)            I am an accredited investor (as defined in Rule 501(a) of Reg. D) because (check each appropriate description):

 

_____

I am a natural person whose individual net worth, or joint net worth with my spouse, exceeds $1,000,000.

_____

I am a natural person who had individual income exceeding $200,000 in each of the two most recent years or joint income with my spouse exceeding $300,000 in each of those years and I have a reasonable expectation of reaching the same income level in the current year.

_____

I am a broker-dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934.

 

 

 

 

_____

I am an organization described in Section 501(c)(3) of the Internal Revenue Code, not formed for the specific purpose of acquiring the Units, with total assets exceeding $5,000,000.

_____

I am a corporation, Massachusettsor similar business trust or partnership, not formed for the specific purpose of acquiring the Units, with total assets exceeding $5,000,000.

_____

I am a trust, not formed for the specific purpose of acquiring the Units, with total assets exceeding $5,000,000 and whose purchase is directed by a "sophisticated person," as defined in Rule 506(b)(2)(ii) of Reg. D.

(For the purposes of this questionnaire, a "sophisticated person" means any person who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the  prospective investment.)

_____

I am an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 and (i) investment decisions for such plan are made by a plan fiduciary, as defined in Section 3(21) of such Act, which is a bank, savings and loan association, insurance company or registered investment advisor or (ii) such plan has total assets exceeding $5,000,000 or (iii) if a self directed plan, investment decisions are made solely by accredited investors.

_____

I am an entity in which all of the equity owners are accredited investors.

_____

I am an accredited investor for the following reasons:

(5)            Check, if appropriate:

 

_____

I hereby represent and warrant that I have such knowledge and experience in financial and business matters that I am capable of evaluating the merits and risks of any prospective investment in the Company.

(6)            If you did not check the box to Question 5, please answer the following additional questions:

 

6.1            Please describe any pre-existing personal or business relationship that you have with the Company or any of its officers and directors.

 

6.2            Please describe any business or financial experience that you have had that would allow the Company to reasonably conclude that you are capable of protecting your interests in connection with your prospective investment in the Company. If none, so state.

 

6.3            If your answer to Question 6.2 above was "None," in order to evaluate the merits and risks of the investment, will you be relying upon the advice of any other person(s) who will be acting as your purchaser representative(s)?

Yes _____                                                       No _____

If "yes," please identify each such person and indicate his business address and telephone number in the space below (each such person must complete, and you must review and acknowledge, a separate purchaser representative questionnaire which will be supplied at your request and which must be returned to the Company prior to the sale of any Units to you).

 

(7)            By signing this Questionnaire, I hereby confirm the following statements:

 

I am aware that the offering of the Units will involve securities for which no market currently exists, thereby requiring any investment to be maintained for an indefinite period of time, and I have no need to liquidate the investment.

 

I acknowledge that any delivery to me of any documentation relating to the Units prior to the determination by the Company of my suitability as an investor shall not constitute an offer of the Units until such determination of suitability shall be made, and I agree that I shall promptly return all such documentation to the Company upon request.

 

Neither I nor any of my associates or affiliates: (i) are a member or a person associated with a member firm of the NASD, (ii) own any stock or other securities of any NASD member, or (iii) made subordinated loans to any NASD member.

 

My answers to the foregoing questions are true and complete to the best of my information and belief, and I will promptly notify the Company of any changes in the information I have provided.

 

I also understand and agree that, although the Company will use its best efforts to keep the information provided in answers to this Questionnaire strictly confidential, the Company may present this Questionnaire and the information provided in answers to it to such parties as it may deem advisable if called upon to establish the availability under any federal or state securities laws of an exemption from registration of the private placement or if the contents thereof are relevant to any issue in any action, suit, or proceeding to which the Company is a party or by which it or they are or may be bound.

 

 

 

I realize that this Questionnaire does not constitute an offer by the Company to sell the Units but is merely a request for information.

 

_____________________________________

Printed Name

_____________________________________

Signature

_____________________________________

Social Security Number or Employee Identification Number

Date and Place Executed:

Date:    _______________________________                                                           Place:______________________________

 

 

 

 

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of ____________, 2007 by and among Meade Technologies Inc, a Delaware corporation (the “Company”), and the Persons who have executed the counterpart signature pages of this Agreement as an Investor. (the “Investor”).

WITNESSETH:

 

WHEREAS, pursuant to the terms of a securities purchase agreement, dated as of event date herewith, between the Company and the Investor (the “Subscription Agreement”), the Investor has

(a)                     purchased ___ unit(s) of Meade Technologies, Inc, with each unit consisting of 500,000 shares of common stock of the Company (“Units”).; and

WHEREAS, the Company has agreed with the Investor to grant certain registration rights with respect to the Units;

NOW THEREFORE, in consideration of the foregoing, the parties agree as follows:

1. Definitions.  As used in this Agreement, the following terms shall have the following meanings:

2. 

“Commission” or “SEC” shall mean the Securities and Exchange Commission, or any other federal agency at the time administering the Securities Act.

“Common Stock” shall mean the common stock, $0.0001 par value per share of the Company.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, or any similar federal statute and the rules and regulations thereunder, all as the same shall be in effect at the time.

“Holder” shall mean the Investor and any other holder of outstanding Registrable Securities or anyone who holds outstanding Registrable Securities to whom the registration rights conferred by this Agreement have been transferred in compliance with this Agreement.

“Initiating Holders” shall mean any Holder or Holders of at least fifty-one percent (51%) of the Registrable Securities then outstanding.

 

 

 

“Inactive Public Company”  shall mean any corporation: (i) whose shares of common stock have been registered under the Exchange Act; (ii) that is current in its periodic filings under the Exchange Act; (iii) that is trading on the NASD over-the-counter Bulletin Board or other United States securities exchange; and (iv) that is, or (immediately prior to the closing of any Reverse Merger) will be, engaged in no active trade or business and have no or limited liabilities and obligations.

“Register,” “registered” and “registration” shall refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement, and compliance with applicable state securities laws of such states in which Holders notify the Company of their intention to offer Registrable Securities.

“Registrable Securities” shall mean all of the following to the extent the same have not been sold to the public (i) any and all of the Warrant Shares; (ii) any and all of the Conversion Shares, (iii) any capital stock issued in respect of Warrant Shares or Conversion Shares referred to in (i) or (ii) above in any reorganization; or (iv) any capital stock issued in respect of the Warrant Shares, Conversion Shares or Common Stock referred to in (i), (ii) or (iii) as a result of a stock split, stock dividend, recapitalization or combination. Notwithstanding the foregoing, Registrable Securities shall not include otherwise Registrable Securities (i) sold by a person in a transaction in which his rights under this Agreement are not properly assigned; or (ii) (A) sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction, or (B) sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act under Section 4(1) thereof so that all transfer restrictions, and restrictive legends with respect thereto, if any, are removed upon the consummation of such sale or (C) the registration rights associated with such securities have been terminated pursuant to Section 12 of this Agreement.  Notwithstanding the foregoing, the Registrable Securities shall cease to be Registrable Securities if and to the extent that the Holder is able to dispose of all of such Holder’s Registrable Securities (i) in one three-month period pursuant to the provisions of Rule 144, or (ii) otherwise pursuant to the provisions of Rule 144(k).

“Reverse Merger”   shall mean any transaction involving any of the following: (i) the merger of the Company with and into any Inactive Public Company, (ii) the merger of the Company with a subsidiary of such Inactive Public Company (with the Company as the surviving corporation of such merger), or (iii) the exchange of shares of Common Stock of the Company for shares of common stock of the Inactive Public Company.

“Rule 144” shall mean Rule 144, as amended from time to time, under the Securities Act or any successor or similar rule as may be enacted by the Commission from time to time, but shall not include Rule 144A.

 

 

 

“Rule 144A” shall mean Rule 144A under the Securities Act or any successor or similar rule as may be enacted by the Commission from time to time, but shall not include Rule 144.

“Securities Act” shall mean the Securities Act of 1933, as amended, or any similar federal statute and the rules and regulations thereunder, all as the same shall be in effect at the time.

 

 

 

6. Demand Registration.

 

6.            Piggyback Registration.

 

 

 

i. give to each Holder written notice thereof as soon as practicable prior to filing the registration statement; and

(i)            may require that each Holder including Registrable Securities in such registered underwritten public offering agree to “lock up” such Registrable Securities and refrain from effecting any sale of distribution of such Registrable Securities for a period of one hundred and eighty (180) days following the effective date of the registration statement in respect of such underwritten public offering by the Company; or

 

 

 

 

If any Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. If, by the withdrawal of such Registrable Securities, a greater number of Registrable Securities held by other Holders may be included in such registration (up to the limit imposed by the underwriters), the Company shall offer to all Holders who have included Registrable Securities in the registration the right to include additional Registrable Securities. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

7.            Expenses of Registration.  In addition to the fees and expenses contemplated by Section 8 hereof, all expenses incurred in connection with all registrations pursuant to Section 5 or Section 6 hereof, including without limitation all registration, filing and qualification fees, printing expenses, and all fees and disbursements of counsel for the Company and any reasonable fees for legal counsel to the Investor and all other Holders of Registrable Securities (provided that any fees for counsel shall be approved by the Company in writing in advance if greater then $5,000), and expenses of any special audits of the Company’s financial statements incidental to or required by such registration, shall be borne by the Company, except that the Company shall not be required to pay underwriters’ fees, discounts or commissions relating to Registrable Securities or fees of a separate legal counsel of a Holder other than the counsel described above.

8.            Registration Procedures.  In the case of each registration affected by the Company pursuant to this Agreement, the Company will keep each Holder participating therein advised in writing as to the initiation of each registration and as to the completion thereof. In addition, at its expense the Company will:

a.            keep such registration pursuant to Section 5 continuously effective until all of the securities covered by such registration statement have been sold pursuant to such registration statement or all of the Registrable Securities covered by such registration statement may be sold without registration under Rule 144 of the Securities Act;

b.            promptly prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act, and to keep such registration statement effective for that period of time specified in Section 8(a) above;

c.            furnish such number of prospectuses and other documents incident thereto as a Holder from time to time may reasonably request;

d.            use reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement, or the lifting of any suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction, at the earliest possible moment;

 

 

 

e.            register or qualify such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as any Holder or underwriter reasonably requires, and keep such registration or qualification effective during the period set forth in Section 8(a) above;

f.            cause all Registrable Securities covered by such registrations to be listed or quoted on each securities exchange, including the American Stock Exchange, on which similar securities issued by the Company are then listed or quoted,

g.            enter into such customary agreements (including underwriting agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably, request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, effecting a stock split or a combination of shares);

h.            make available for inspection upon reasonable request by any seller of Registrable Securities and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;

i.            notify each Holder, at any time a prospectus covered by such registration statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;

j.            take such other actions as shall be reasonably requested by any Holder.

9.            Indemnification.

b.            Each Holder will, if Registrable Securities held by or issuable to such Holder are included in the securities as to which such registration is being effected, indemnify and hold harmless the Company, each of its directors and officers, each underwriter, if any, of the Company’s securities covered by such a registration statement, each person who controls the Company and each underwriter within the meaning of the Securities Act, and each other such Holder, each of its officers, directors and partners and each person controlling such Holder, against all claims, losses, expenses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, such Holders, such directors, officers, partners, persons or underwriters for any reasonable legal or any other expenses incurred in connection with investigating, defending or settling any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Holder specifically for use therein; provided, however, the total amount for which any Holder, its officers, directors and partners, and any person controlling such Holder, shall be liable under this Section 9(b) shall not in any event exceed the aggregate proceeds received by such Holder from the sale of Registrable Securities sold by such Holder in such registration.

 

 

 

 

 

 

12.            Transfer of Registration Rights.  The rights to cause the Company to register Registrable Securities of a Holder and keep information available granted to a Holder by the Company under Section 5 or Section 6 of this Agreement may be assigned by a Holder to any partner or shareholder of such Holder, to any other Holder, or to a transferee or assignee; provided, that the Company is given written notice by the Holder at the time of or within a reasonable time after said transfer, stating the name and address of said transferee or assignee and identifying the securities with respect to which such registration rights are being assigned.

13.            Termination of Rights.  The rights of any particular Holder to cause the Company to register securities under Section 5 or Section 6 of this Agreement shall terminate with respect to such Holder at such time that such Holder is able to dispose of all of such Holder’s Registrable Securities (i) in one three-month period pursuant to the provisions of Rule 144, provided that such Holder holds not more than one percent (1%) of the outstanding voting stock of the Company, or (ii) otherwise pursuant to the provisions of Rule 144(k).

 

 

 

15.            Miscellaneous.

b.            Counterparts. This Agreement may be executed in any number of counterparts, all of which shall constitute a single instrument.

e.            Governing Law. This Agreement shall be governed by and construed under the laws of the State of Delaware without regard to principles of conflict of law.

 

 

 

 

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights Agreement to be duly executed on the day and year first above written.

 

THE COMPANY:

By:

 

 

 

 

THE INVESTOR:

 

By: _______________________________

Name:

Title: