Exhibit 10.1
Subscription Agreement
January 2, 2019
MicroVision, Inc.
6244 185th Avenue NE, Suite 100
Redmond, Washington 98052
Ladies and Gentlemen:
The undersigned (the "Investor") hereby confirms and agrees with you as follows:
- The subscription terms set forth herein (the "Subscription") are made as of the date set forth above between MicroVision, Inc., a Delaware
corporation (the "Company"), and the Investor.
- As of the Closing (as defined below) and subject to the terms and conditions hereof, the Company and the Investor agree that the Investor will purchase from the
Company and the Company will issue and sell to the Investor, 2,000,000 shares (the "Securities") of common stock, par value $0.001 per share, of the Company (the
"Common Stock") for an aggregate purchase price of $1,200,000.
- The completion of the purchase and sale of the Securities shall occur at a closing (the "Closing") on January 4, 2019. At the Closing, (a) the
Company shall cause its transfer agent to release to the Investor the number of Securities being purchased by the Investor, and (b) the aggregate purchase price for the Securities being
purchased by the Investor will be delivered by the Investor to the Company. The provisions set forth in Exhibit A hereto shall be incorporated herein by reference as if set forth fully
herein.
- The offering and sale of the Securities are being made pursuant to the Registration Statement and the Prospectus (as such terms are defined below).
- The Company has filed or will file with the Securities and Exchange Commission (the "Commission") (i) a prospectus (the "Base
Prospectus"), and (ii) if applicable, a prospectus related to the Offering (together with the Base Prospectus, the "Prospectus") with respect to the registration statement
(File No. 333-228113) reflecting the Offering, including all amendments thereto, the exhibits and any schedules thereto, the documents otherwise deemed to be a part thereof or included therein
by the rules and regulations of the Commission (the "Rules and Regulations") (collectively, the "Registration Statement"), in conformity with the Securities Act
of 1933, as amended (the "Securities Act"), including Rule 424(b) thereunder. The Investor hereby confirms that it has had full access to the Prospectus, including the
Company's periodic reports and other information incorporated by reference therein, and was able to read, review, download and print such materials.
- The obligations of the Company and the Investor to complete the transactions contemplated by this Subscription shall be subject to the following:
- The Company's obligation to issue and sell the Securities to the Investor shall be subject to: (i) the receipt by the Company of the purchase price for the Securities being purchased hereunder
and (ii) the accuracy of the representations and warranties made by the Investor and the fulfillment of those undertakings of the Investor to be fulfilled prior to the Closing.
- The Investor's obligation to purchase the Securities will be subject to the accuracy of the representations and warranties made by the Company and the fulfillment of those undertakings of the
Company to be fulfilled prior to the Closing.
- The Company hereby makes the following representations and warranties to the Investor: The Company has the requisite corporate power and authority to enter into
and to consummate the transactions contemplated by this Subscription and otherwise to carry out its obligations hereunder. The execution and delivery of this Subscription by the Company and
the consummation by it of the transactions contemplated hereunder have been duly authorized by all necessary action on the part of the Company. This Subscription has been duly executed by
the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its
terms, except as may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors' and contracting
parties' rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
- The Investor hereby makes the following representations, warranties and covenants to the Company:
- The Investor represents that (i) it has had full access to the Prospectus, including the Company's periodic reports and other information incorporated by reference
therein, prior to or in connection with its receipt of this Subscription, (ii) it is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to
investments in securities representing an investment decision like that involved in the purchase of the Securities, and (iii) it is acquiring the Securities for its own account, or an account over which
it has investment discretion, and does not have any agreement or understanding, directly or indirectly, with any person or entity to distribute any of the Securities.
- The Investor has the requisite power and authority to enter into this Subscription and to consummate the transactions contemplated hereby. The execution and
delivery of this Subscription by the Investor and the consummation by it of the transactions contemplated hereunder have been duly authorized by all necessary action on the part of the Investor.
This Subscription has been executed by the Investor and, when delivered in accordance with the terms hereof, will constitute a valid and binding obligation of the Investor enforceable against the
Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting
parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at
law).
- The Investor understands that nothing in this Subscription or any other materials presented to the Investor in connection with the purchase and sale of the Securities
constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with
its purchase of Securities.
- Neither the Investor nor any Person acting on behalf of, or pursuant to any understanding with or based upon any information received from, the Investor has, directly
or indirectly, as of the date of this Subscription, engaged in any transactions in the securities of the Company (including, without limitation, any Short Sales involving the Company's securities)
since the time that the Investor was first contacted by the Company with respect to the transactions contemplated hereby. "Short Sales" include, without limitation, all "short
sales" as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act. The Investor agrees that it will not use any of the Securities acquired pursuant to this
Subscription to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws.
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- Promptly following the Closing, the Company shall issue a press release disclosing all material aspects of the transactions contemplated hereby. The Investor
covenants that neither it, nor any Person acting on behalf of, or pursuant to any understanding with or based upon any information received from, the Investor will engage in any transactions in the
securities of the Company (including, without limitation, Short Sales) prior to the time that the transactions contemplated by this Subscription are publicly disclosed.
- No offer by the Investor to buy Securities will be accepted and no part of the aggregate purchase price will be delivered to the Company until the Investor has received
the Prospectus and the Company has accepted such offer by countersigning a copy of this Subscription, and any such offer may be withdrawn or revoked, without obligation or commitment of any
kind, at any time prior to the Company sending (orally, in writing or by electronic mail) notice of its acceptance of such offer. This Subscription will constitute only an indication of interest, involving
no obligation or commitment of any kind, until the Prospectus has been delivered or made available to the Investor and this Subscription is accepted and countersigned by or on behalf of the Company.
- Notwithstanding any investigation made by any party to this Subscription, all covenants, agreements, representations and warranties made by the Company and the
Investor herein will survive the execution of this Subscription, the delivery to the Investor of the Securities being purchased and the payment therefor.
- This Subscription may not be modified or amended except pursuant to an instrument in writing signed by the Company and the Investor.
- In case any provision contained in this Subscription should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining
provisions contained herein will not in any way be affected or impaired thereby.
- This Subscription will be governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to the principles of conflicts of
law that would require the application of the laws of any other jurisdiction.
- This Subscription may be executed in one or more counterparts, each of which will constitute an original, but all of which, when taken together, will constitute but one
instrument, and will become effective when one or more counterparts have been signed by each party hereto and delivered to the other parties.
- The Investor acknowledges and agrees that the Investor's receipt of the Company's counterpart to this Subscription shall constitute written confirmation of the
Company's sale of Securities to such Investor.
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INVESTOR SIGNATURE PAGE
Number of Shares: 2,000,000
Purchase Price Per Share: $0.60
Aggregate Purchase Price: $1,200,000.00
Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.
Dated as of: January 2, 2019
INVESTOR
By: Shehnee Lawnrence-Farhi
Print Name: Shehnee Lawrence-Farhi
Name that Securities are to be Registered: Shehnee Lawrence-Farhi
Mailing Address: c/o Farhi Holdings Corporation
484 Richmond Street, Suite 200
London, Ontario
Canada, N6A 3E6
Taxpayer Identification Number: _________________________
Manner of Settlement: DWAC (see Exhibit A for explanation and instructions) |
Name of DTC Participant (broker-dealer at which the account or accounts to be credited with the Securities are maintained)
|
________________________________________ |
DTC Participant Number
|
________________________________________ |
Name of Account at DTC Participant being credited with the Securities
|
________________________________________ |
Account Number at DTC Participant being credited with the Securities
|
________________________________________ |
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Agreed and Accepted this 2nd day of January, 2019:
MICROVISION, INC.
By: _____________________________
Name: Stephen P. Holt
Title: Chief Financial Officer
Sales of the Securities purchased hereunder were made pursuant to a registration statement or in a transaction in which a final prospectus would have been required to have been
delivered in the absence of Rule 172 promulgated under the Securities Act.
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Exhibit A
New York City time on January 4, 2019,
wire the purchase price for the Securities to the Company using the wire transfer instructions below.
2. Wire Transfer Instructions
Bank
|
JPMorgan Chase |
Address:
|
270 Park Avenue, New York, NY 10017 |
ABA #:
|
021000021 |
Account No.:
|
587082830 |
Account Name:
|
MicroVision, Inc. |
Company Contact:
|
James Johnson |
Please also coordinate with your financial institution to ensure that transaction fees are not inadvertently deducted from the wired funds prior to their receipt by the Company.
3. Initiation of DWAC and Transfer of Securities
The Securities will be sent from the Company's transfer agent, American Stock Transfer & Trust Company, by DWAC to your prime broker. You must contact your prime
broker and ask them to initiate the DWAC or you will not receive the Securities. The Securities will only be released after receipt of the funds.