SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): July 8, 2009
DIVERSIFIED
PRODUCT INSPECTIONS, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
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000-25429
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59-3087128
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(State
or Other Jurisdiction
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(Commission
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(
I.R.S. Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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380
North Old Woodward Ave., Suite 300, Birmingham, MI
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48009
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (248) 530-0725
Former
name or former address, if changed since last report
Check the
appropriate box below if the Form 8-K filing is intended to
simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
¨
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
¨
Pre-commencement
communications pursuant to Rule 14d-2(b) under the
Exchange
Act (17 CFR 240.14d -2(b))
¨
Pre-commencement
communications pursuant to Rule 13e-4(c) under the
Exchange
Act (17 CFR 240.13e -4(c))
Item
1.01.
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Entry
into a Material Definitive
Agreement.
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Stock
Subscription
On July
22, 2009, we entered into a Subscription Agreement with EIG Venture Capital,
Ltd. (“EIG”), an investment fund controlled by Jan Telander, our Chief Executive
Officer and controlling stockholder for the sale by the Company to EIG 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 consisted of 5,767,350 shares of
Common Stock for a total purchase price of $59,000, to be purchased by EIG on or
before July 16, 2009; (2) the Phase II tranche consists of
43,108,504 shares of Common Stock for a total purchase price of $441,000, to be
purchased by EIG on or before December 31, 2009; and the Phase III tranche
consists of 48,875,855 shares of Common Stock for a total purchase price of
$500,000 to be purchased by EIG on or before July 16, 2010. The shares
compromising each of the tranches in Phases I through III may be purchased in
one or more installments by EIG; provided, that the number of shares required to
be purchased in each tranche is purchased in its entirety by the final purchase
date specified for the entire tranche. EIG has completed its purchase of
the first tranche of 5,767,350 shares.
Item
3.02.
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Unregistered
Sales of Equity Securities.
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The
following table sets forth the sales of unregistered securities since the
Company’s last reported sales of unregistered securities in our SEC
filings.
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Principal
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Total
Offering Price/
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Date
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Title and Amount
(1)
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Purchaser
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Underwriter
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Underwriting Discounts
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July
22, 2009
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5,767,350
shares of common stock.
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EIG
Venture Capital, Ltd.
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NA
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$
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59,000/NA
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Item
5.03.
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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Amendments to our Articles
of Incorporation
On July
8, 2009, the Company filed a Certificate of Amendment to the Certificate
of Incorporation increasing the number of authorized shares of common stock from
50,000,000, par value $.01 per share to 250,000,000, par value $.0001 per
share. The Certificate of Amendment also authorized the issuance of
10,000,000 shares of a new class of preferred stock, par value $.0001 per share,
with such rights, preferences and limitations as the Board of Directors may
designate.
On July
23, 2009, the Company filed a Certificate of Ownership in the State of Delaware
providing for the merger of its wholly-owned subsidiary, ProGreen Properties,
Inc. into the Company, and in this merger changing the name of the Company from
Diversified Product Inspections, Inc. to ProGreen Properties, Inc. The
change of the Company’s name to ProGreen Properties, Inc. will not become
effective until it is approved by the Financial Industry Regulatory Authority as
effective for trading purposes in the OTC Bulletin Board
market.
Item
9.01.
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Financial
Statements and Exhibits.
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(d)
Exhibits
.
Exhibit No.
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Description
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3.6
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Certificate
of Amendment to Articles of Incorporation, filed effective July 8,
2009.
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3.7
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Certificate
of Ownership, merging the Company’s wholly-owned Subsidiary, ProGreen
Properties, Inc., into the Company, filed July 23,
2009.
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10.6
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Subscription
Agreement, dated July 22, 2009, between the Company and EIG Venture
Capital, Ltd.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
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DIVERSIFIED
PRODUCT INSPECTIONS, INC.
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Dated:
July 28, 2009
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By:
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/s/
Jan Telander
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Jan
Telander, Chief Executive
Officer
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EXHIBIT
INDEX
Exhibit No.
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Description
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3.6
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Certificate
of Amendment to Articles of Incorporation, filed effective July 8,
2009.
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3.7
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Certificate
of Ownership, merging the Company’s wholly-owned Subsidiary, ProGreen
Properties, Inc., into the Company, filed July 23,
2009.
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10.6
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Subscription
Agreement, dated July 22, 2009, between the Company and EIG Venture
Capital, Ltd.
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EXHIBIT
3.6
CERTIFICATE
OF AMENDMENT
OF
CERTIFICATE
OF INCORPORATION
OF
DIVERSIFIED
PRODUCT INSPECTIONS, INC.
Pursuant
to Section 242 of the General Corporation Law of the State of Delaware,
Diversified Product Inspections, Inc. (the “corporation”), a corporation
organized and existing under the General Corporation Law of the State of
Delaware, does hereby certify:
FIRST: That
the Board of Directors of the corporation on May 21, 2009, adopted resolutions
proposing and declaring advisable the following amendment to the Certificate of
Incorporation of the corporation:
RESOLVED,
that the Board of Directors declares advisable, and recommends to the
stockholders for adoption, the following amended Fourth Article to replace, in
its entirety, the Fourth Article of the corporation’s Certificate of
Incorporation:
FOURTH:
The total number of shares of stock which the corporation shall have authority
to issue is Two Hundred Sixty Million (260,000,000), of which Two Hundred Fifty
Million (250,000,000,000) are Common Stock, having a par value each of One-Tenth
of One Cent ($.0001) per share, and Ten Million (10,000,000) are Preferred
Stock, having a par value each of One-Tenth of One Cent ($.0001) per
share.
Authority
is hereby expressly vested in the Board of Directors of the corporation, subject
to the provisions of this Fourth Article and to the limitations
prescribed by law, to authorize the issue from time to time of one or
more series of Preferred Stock and with respect to each such series to fix by
resolution or resolutions adopted by the affirmative vote of a majority of the
whole Board of Directors providing for the issue of such series, the voting
powers, full or limited, if any, of the shares of such series and the
designations, preferences and relative, participating, optional or other special
rights and the qualifications, limitations or restrictions thereof. The
authority of the Board of Directors with respect to each series shall include,
but not be limited to, the determination or fixing of the
following:
(a) The
number of shares constituting the series and the designation of such
series;
(b) The
dividend rate on the shares of such series, the conditions and dates upon
which such dividends shall be payable,
the relation which such dividends shall bear to the dividends payable
on any other class or classes or series of the corporation’s capital stock, and
whether such dividends shall be cumulative or non-cumulative;
(c) Whether
the shares of such series shall be subject to redemption by the corporation at
the option of either the corporation or the holder or both or upon the happening
of a specified event, and, if made subject to any such redemption, the times or
events, prices and other terms and conditions of such redemption;
(d) The
terms and amount of any sinking fund provided for the purchase or redemption of
the shares of such series;
(e) Whether
of not the shares of such series shall be convertible into, or exchangeable for,
at the option of either the holder or the corporation or upon the happening of a
specified event, shares of any other class or classes or any other series of the
same or any other class or classes of the corporation’s capital stock, and, if
provision be made for conversion or exchange, the times or events, prices,
rates, adjustments, and other terms and conditions of such conversions or
exchanges;
(f) The
restrictions, if any, on the issue or reissue of any additional Preferred
Stock;
(g) The
rights of the holders of the shares of such series upon the voluntary or
involuntary liquidation, dissolution or winding up of the corporation, and the
relative rights of priority, if any, of payment of shares of that series;
and
(h) The
provisions as to voting, optional and/or other special rights and preferences,
if any.
Dividends
on outstanding shares of Preferred Stock shall be paid or declared and set apart
for payment before any dividends shall be paid or declared and set apart for
payment on the Common Stock with respect to the same dividend
period.
If upon
any voluntary or involuntary liquidation, dissolution or winding up of the
corporation, the assets available for distribution to holders of shares of
Preferred Stock of all series shall be insufficient to pay such holders the full
preferential amount to which they are entitled, then such assets shall be
distributed ratably among the shares of all series of Preferred Stock in
accordance with the respective preferential amounts (including unpaid cumulative
dividends, if any) payable with respect thereto.
SECOND: That
the amendment was fully approved and adopted by the written consent on May 21,
2009, of the majority of outstanding shares, in accordance with the provisions
of Section 228 of the General Corporation Law of the State of
Delaware.
IN
WITNESS WHEREOF, the corporation has caused this Certificate of Amendment of
Certificate of Incorporation to be signed by its President this 8th day of July,
2009.
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Diversified
Product Inspections, Inc.
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By:
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/s/
Jan Telander
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Jan
Telander, President
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EXHIBIT
3.7
STATE OF
DELAWARE
CERTIFICATE
OF OWNERSHIP
SUBSIDIARY
INTO PARENT
Section
253
CERTIFICATE
OF OWNERSHIP
MERGING
PROGREEN
PROPERTIES, INC.
INTO
DIVERSIFIED
PRODUCT INSPECTIONS, INC.
(Pursuant
to Section 253 of the General Corporation Law of Delaware)
Diversified
Product Inspections, Inc., a corporation incorporated on the 23
rd
day of
April, 1998, pursuant to the provisions of the General Corporation Law of the
State of Delaware,
DOES
HEREBY CERTIFY:
That this
corporation owns 100% of the capital stock of ProGreen
Properties, Inc., a corporation incorporated on the 14
th
day of
July, 2009, pursuant to the provisions of the General Corporation Law of the
State of Delaware; and
That this
corporation, by a resolution of its Board of Directors duly adopted at a meeting
held on the 21
st
day of
July, 2009, and did merge into itself said ProGreen Properties, Inc., which
resolution is in the following words to wit:
WHEREAS
this corporation lawfully owns 100% of the outstanding stock of
ProGreen
Properties, Inc., a corporation organized and existing under the laws of the
State of Delaware, and
WHEREAS
this corporation desires to merge into itself the said ProGreen Properties, Inc.
and to be possessed of all the estate, property, rights, privileges and
franchises of said corporation,
NOW,
THEREFORE, BE IT RESOLVED, that this corporation merge into itself said ProGreen
Properties, Inc. and assumes all of its liabilities and obligations;
and
FURTHER
RESOLVED, that this corporation relinquishes its corporate name and assumes in
place thereof the name ProGreen Properties, Inc., and that the Certificate of
Incorporation of this corporation be so amended to change the name of this
corporation to ProGreen Properties, Inc.; and
FURTHER
RESOLVED, that the effective time of the amendment to this corporation’s
Certificate of Incorporation to change its name shall the opening of business on
the day on which the change of the Corporation’s name to ProGreen Properties,
Inc. is made effective for trading purposes by the Financial Industry Regulatory
Authority; and
FURTHER
RESOLVED, that an authorized officer of this corporation be and he/she is hereby
directed to make and execute a certificate of ownership setting forth a copy of
the resolution to merge said ProGreen Properties, Inc. into this corporation, to
assume its liabilities and obligations, and to change the name of this
corporation to ProGreen Properties, Inc., and the date of adoption thereof, and
to file the same in the office of the Secretary of State of Delaware, and a
certified copy thereof in the office of the Recorder of Deeds of New Castle
County; and
FURTHER
RESOLVED, that the officers of this corporation be and they hereby are
authorized and directed to do all acts and things whatsoever, whether within or
without the State of Delaware, which may be in any way necessary or proper to
effect said merger and the change of this corporation’s name in the
merger.
IN
WITNESS WHEREOF, said parent corporation has caused its corporate seal to be
affixed and this certificate to be signed by an authorized officer this 23
rd
day of
July, 2009.
By:
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/s/
Jan Telander
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Authorized
Officer
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Name:
Jan Telander
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Title: President
and Chief Executive Officer
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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 The
Purchaser is acquiring the Shares solely for the account of the Purchaser, for
investment purposes only, and not with a view towards the resale or distribution
thereof. The Purchaser further agrees not to transfer the Shares in
violation of the Securities Act, or any applicable state securities law, and no
one other than the Purchaser has any beneficial interest in the
Shares;
3.2 The
Purchaser agrees that it will not sell or otherwise dispose of any of the Shares
to a U.S. person (as defined in Regulation S under the Securities Act) unless
such sale or other disposition (i) has been registered under the Securities Act
or, in the opinion of counsel, is exempt from registration under the Securities
Act and (ii) has been registered or qualified or, in the opinion of such
counsel, is exempt from registration or qualification under the applicable state
securities laws. The Purchaser may not sell, transfer, or
otherwise dispose of the Shares, except in compliance with the applicable rules
of the SEC and applicable state securities authorities;
3.3 The
Purchaser is not a “U.S. person” as defined in Regulation S under the Securities
Act and has such knowledge and experience in financial and business matters as
to be capable of evaluating the merits and risks of the Purchaser’s investment
in the Company. The Purchaser has the financial ability to bear the
economic risks of its entire investment for an indefinite period, would be able
to sustain a complete loss of its investment, and the Purchaser has no need for
liquidity with respect to its investment in the Company;
3.4 Each
of the Purchaser, and if applicable, the Purchaser’s representative, has
received and carefully reviewed the periodic reports filed by the Company under
the Securities Exchange Act of 1934, as amended. The Purchaser acknowledges and
agrees that the foregoing shall be supplemented by subsequent periodic reports
filed by the Company with the SEC pursuant to the Securities Exchange Act of
1934, as amended.
3.5 The
Purchaser, and if applicable, the Purchaser’s representative, has had a
reasonable opportunity to ask questions of and receive answers from the Company
concerning the Company and the Offering and to verify the accuracy of any
representation or information set forth in the Company Reports, and all such
questions, if any, have been answered to the full satisfaction of the
Purchaser;
3.6 The
Purchaser has full power and authority to execute and deliver this Subscription
Agreement and to perform the Purchaser’s obligations hereunder, and this
Subscription Agreement is a legally binding obligation of the Purchaser
enforceable against Purchaser in accordance with its terms; and
Section
4. All the information which the undersigned has
furnished to the Company, or which is set forth herein, is correct and complete
as of the date of this Subscription Agreement, and if there should be any
material change in such information, the Purchaser will immediately furnish such
revised or corrected information to the Company.
Section
5. Binding Effect. The Purchaser understands
that this subscription is not binding upon the Company until the Company accepts
it, which acceptance is at the sole discretion of the Company and is to be
evidenced by the Company’s execution of the Signature Page where
indicated. This Subscription Agreement shall be null and void if the
Company does not accept it as aforesaid. Upon acceptance by the
Company and receipt of the Purchase Price, the Company will issue to the
Purchaser Notes in the principal amount set forth on the Signature Page
hereof.
Section
6. Restrictive Legend and Stop-Transfer
Instructions.
6.1 The
Purchaser shall comply with all of the following restrictions prior to reselling
any of the Shares:
(a) Until
the Shares have been registered with the United States Securities and Exchange
Commission, the Purchaser shall notify the Company about any proposed resale to
a U.S. Person (as defined above) which notice must be received by the Company at
least five (5) business days prior to such resale;
(b) All
offers or sales of the Shares by the Purchaser in the United States or to U.S.
persons may only be made pursuant to an effective registration statement filed
under this Securities Act or by an exemption from registration under this
Securities Act and in compliance with all applicable state securities laws;
and
(c) If
requested by the Company, the Purchaser shall provide a satisfactory opinion
from legal counsel that the Purchaser’s resale complies with this
Section
6.2.
Any
certificate or certificates representing the Shares shall bear an appropriate
legend evidencing the preceding restrictions
Section
7. Confidentiality. The Purchaser acknowledges
and agrees that all information relating to the Company and the
Offering shall be kept confidential by the Purchaser, except as otherwise
required by law or made public other than by or through the
undersigned.
Section
8. Nontransferability. Neither this
Subscription Agreement nor any of the rights of the Purchaser hereunder may be
transferred or assigned by the Purchaser and any attempted assignment shall be
null and void.
Section
9. Amendment; Entire Agreement; Governing
Law. This Subscription Agreement (i) may only be modified by a
written instrument executed by the Purchaser and the Company, (ii) together with
the investor questionnaire, sets forth the entire agreement of the Purchaser and
the Company with respect to the subject matter hereof and supersedes all prior
agreements and understandings between or among the parties with respect to the
subject matter hereof, (iii) shall be governed by the laws of the State of
Delaware applicable to contracts made and to be wholly performed therein, and
(iv) shall inure to the benefit of, and be binding upon, the Company and the
Purchaser and their respective legal representatives, successors and permitted
assigns.
Section
10. Pronouns; Counterparts. Unless the context
otherwise requires, all personal pronouns used in this Subscription Agreement,
whether in the masculine, feminine or neuter gender, shall include all other
genders. This Subscription Agreement may be executed in counterparts
and by facsimile and each of such counterparts shall constitute an original, and
all of which together shall constitute one and the same document.
IN
WITNESS WHEREOF, the undersigned have hereunto set their hands and seals as of
the respective dates and year set forth below.
Phase I
shares subscribed: 5,767,350
Aggregate
Purchase Price of Phase I Shares subscribed: $59,000
Payment
Method: The amount has already been paid.
EIG
Venture Capital, Ltd.
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Purchaser
(please print)
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By:
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/s/ Ulf
Telander
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Signature;
Title: Secretary
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Address:
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Date:
July 22, 2009
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ACCEPTED:
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DIVERSIFIED
PRODUCT INSPECTIONS, INC.
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By:
/s/ Jan Telander, Chief Executive Officer
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Date:
July 22, 2009
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