regent_sb2-ex0402.htm


    EXHIBIT
      4.2

    


    STOCK
      SUBSCRIPTION AGREEMENT

     

    The
      undersigned hereby offers to subscribe for the number of shares of Common Stock
      (the “Shares”) of REGENT’S SECRET, INC. (the “Company”), par
      value $0.001 per share, set forth on the signature page of this Subscription
      Agreement at a price of $0.12 per Share.

     

    By
      execution of this Subscription Agreement, the undersigned hereby acknowledges
      that the undersigned understands that the Company is relying upon the accuracy
      and completeness hereof in complying with its obligations under applicable
      federal and state securities laws.

     

    The
      undersigned agrees and represents as follows:

     

    1.         
         Representations, Warranties and
      Agreements.

     

    The
      undersigned hereby represents and warrants to, and agrees with, the Company,
      as
      follows:

     

    (a)           That
      the undersigned is aware of the following:

     

    (1)           The
      Shares are speculative investments which involve a substantial degree of risk
      of
      loss by the undersigned of the undersigned's entire investment in the Company
      and that the undersigned understands and takes full cognizance of the risk
      factors related to the purchase of the Shares;

     

    (2)           The
      Company is newly formed and has not had any operating history and may operate
      at
      a loss and may do so for the foreseeable future;

     

    (3)           There
      are significant restrictions on the transferability of the Shares; the Shares
      will not be, and the investors will have no rights to require that the Shares
      be
      registered under the Securities Act of 1933, as amended (the “Act”) or any state
      securities laws; there is no public market for the Shares and none is expected
      to develop; and, accordingly, it may not be possible for the undersigned to
      liquidate the undersigned's investment in the Company;

     

    (4)           No
      federal or state agency has made any findings as to the fairness of the terms
      of
      the offering; and

     

    (5)           Any
      projections or predictions that may have been made available to investors are
      based on estimates, assumptions and forecasts which may prove to be incorrect;
      and no assurance is given that actual results will correspond with the results
      contemplated by the various projections.

     

    (6)           THE
      SECURITIES REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE
      ACT
      AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS THE SECURITIES
      ARE
      REGISTERED UNDER THE ACT OR AN EXEMPTION THEREFROM IS AVAILABLE.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    (b)           That
      at no time has it been explicitly or implicitly represented, guaranteed or
      warranted to the undersigned by the Company or any of its agents or employees
      of
      the Company, or any other person: (1) that the undersigned will or will not
      have
      to remain as owner of the Shares an exact or approximate length of time; (2)
      that a percentage of profit and/or amount or type of consideration will be
      realized as a result of this investment; (3) that any cash dividends from
      Company operations or otherwise will be made to shareholders by any specific
      date or will be made at all; or (4) that any specific tax benefits will accrue
      as a result of an investment in the Company;

     

    (c)           That
      the undersigned is financially responsible, able to meet all obligations
      hereunder, and acknowledges that this investment will be long-term and is by
      nature speculative;

     

    (d)           That
      the undersigned has received and carefully read and is familiar with this
      Subscription Agreement and the undersigned confirms that all documents, records
      and books pertaining to the investment in the Company have been made available
      to the undersigned and/or to the undersigned's personal investment, tax and
      legal advisers, if such advisers were utilized by the undersigned;

     

    (e)           That
      the undersigned has relied only on the information provided by the Company
      and
      that no written or oral representation or information has been made or furnished
      to the undersigned or to the undersigned's purchaser representative in
      connection with the offering of the Shares, and if so made, has not been relied
      upon;

     

    (f)           That
      the undersigned is capable of bearing the high degree of economic risks and
      burdens of this venture including, but not limited to, the possibility of
      complete loss of investment and the lack of a public market which may make
      it
      impossible to readily liquidate the investment whenever desired;

     

    (g)           That
      the undersigned is an “accredited investor” as that term is defined in
      Regulation D under the Act or is otherwise a sophisticated, knowledgeable
      investor (either alone or with the aid of a purchaser representative) with
      adequate net worth and income for this investment;

     

    (h)           That
      the undersigned has knowledge and experience in financial and business matters
      (either alone or with the aid of a purchaser representative), is capable of
      evaluating the merits and risks of an investment in the Company and its proposed
      activities and has carefully considered the suitability of an investment in
      the
      Company for the undersigned's particular financial situation, and has determined
      that the Shares are a suitable investment;

     

    (i)           That
      the offer to sell Shares was communicated to the undersigned by the Company
      in
      such a manner that the undersigned was able to ask questions of and receive
      answers from the Company concerning the terms and conditions of this transaction
      and that at no time was the undersigned presented with or solicited by any
      leaflet, public promotional meeting, newspaper or magazine article, radio or
      television advertisement or any other form of advertising or general
      solicitation;

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (j)           That
      the Shares for which the undersigned hereby subscribes are being acquired solely
      for the undersigned's own account, for investment, and are not being purchased
      with a view to or for the resale, distribution, subdivision or fractionalization
      thereof; and the undersigned agrees that such Shares will not be sold without
      registration under the Act or an exemption therefrom.  In furtherance
      thereof, the undersigned will not sell, hypothecate or otherwise transfer the
      undersigned's Shares unless the Shares are registered under the Act and
      qualified under applicable state securities laws or unless, in the opinion
      of
      the Company, an exemption from the registration requirements of the Act and
      such
      laws is available;

     

    (k)           That
      the undersigned has had prior personal or business relationships with the
      Company or its affiliates, or by reason of the undersigned's business or
      financial experience (either alone or with the aid of a purchaser
      representative), the undersigned has the capacity to protect the undersigned's
      own interest in connection with this transaction;

     

    (l)           That
      the undersigned has been advised to consult with the undersigned's own attorney
      regarding legal matters concerning an investment in the Company and has done
      so
      to the extent the undersigned considers necessary;

     

    (m)         That
      the undersigned certifies, under penalty of perjury, (i) that the social
      security or Tax Identification Number set forth herein is time, correct and
      complete, and (ii) that the undersigned is not subject to backup withholding
      either because the undersigned has not been notified that the undersigned is
      subject to backup withholding as a result of a failure to report all interest
      or
      dividends, or the Internal Revenue Service has notified the undersigned that
      the
      undersigned is no longer subject to backup withholding; and

     

    (n)          That
      the undersigned acknowledges that the information received related to the
      Company reflects the Company's current intentions and estimates at the current
      time, and as with any developing company, the precise elements of the Company's
      plans can be expected to change from time to time.

     

    2.           Indemnification.  The
      undersigned shall indemnify, defend and hold harmless the Company, and any
      officers, employees, shareholders, partners, agents, directors or controlling
      persons of the Company (collectively the “Indemnified Parties” and individually
      an “Indemnified Party”) who was or is a party or is threatened to be made a
      party to any threatened, pending or completed action, suit or proceeding,
      whether civil, criminal, administrative or investigative, against losses,
      liabilities and expenses of each Indemnified Party (including attorneys' fees,
      judgments, fines and amounts paid in settlement, payable as incurred) incurred
      by such person or entity in connection with such action, arbitration, suit
      or
      proceeding, by reason of or arising from (i) any misrepresentation or
      misstatement of facts or omission to represent or state facts made by the
      undersigned, including, without limitation, the information in this Subscription
      Agreement; or (ii) litigation or other proceeding brought by the undersigned
      against one or more Indemnified Party wherein the Indemnified Party is the
      prevailing party.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    3.           Entity
      Investors.  If the undersigned is an entity, trust, pension fund
      or IRA account (an “Entity”), the Entity and the person signing on its behalf
      represent and warrant that:  (i) such Entity is an existing entity,
      and has not been organized or reorganized for the purpose of making this
      investment (or if not true, such fact shall be disclosed to the Company in
      writing along with information concerning the beneficial owners of the Entity);
      (ii) the undersigned has the authority to execute this Subscription Agreement,
      and any other documents in connection with an investment in the Shares, on
      the
      Entity's behalf; (iii) the Entity has the power, right and authority to invest
      in the Shares and enter into the transactions contemplated thereby, and that
      the
      investment is suitable and appropriate for the Entity and its beneficiaries
      (given the risks and illiquid nature of the investment); and (iv) all documents
      executed by the entity in connection with the Company are valid and binding
      documents or agreements of the Entity enforceable in accordance with their
      terms.

     

    4.           Revocation.  The
      undersigned agrees that the undersigned may not cancel, terminate or revoke
      the
      offer to subscribe for shares or any agreement hereunder at any time and that
      this Agreement shall survive the death or disability of the undersigned and
      shall be binding upon the undersigned's heirs, executors, administrators,
      beneficiaries, successors and assigns.

     

    5.           Certain
      Securities Law Matters.

     

    (a)           The
      Shares shall not be sold, assigned, transferred or pledged except upon
      satisfaction of the conditions specified in this Section 5, which conditions
      are
      intended to ensure compliance with the provisions of the Act.  The
      undersigned will cause any proposed purchaser, assignee, transferee or pledgee
      of the Shares held by the undersigned to agree to take and hold such securities
      subject to the provisions and conditions of this Section 5.

     

    (b)           Each
      certificate representing (i) the Shares; and (ii) any other securities issued
      in
      respect of the Shares upon any stock split, stock dividend, recapitalization,
      merger, consolidation or similar event, shall (unless otherwise permitted by
      the
      provisions of Section 5(c) below) be stamped or otherwise imprinted with a
      legend substantially in the following form (in addition to any legend required
      under applicable state securities laws):

     

    THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND
      HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED.  SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF
      SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER
      EVIDENCE REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS
      EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID
      ACT.  COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES
      AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST
      MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE
      CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    The
      undersigned consents to the Company making a notation on its records and giving
      instructions to any transfer agent of the Shares in order to implement the
      restrictions on transfer established in this Section 5.

     

    (c)           The
      undersigned agrees to comply in all respects with the provisions of this Section
      5.  Prior to any proposed sale, assignment, transfer or pledge of any
      Shares, unless there is in effect a registration statement under the Act
      covering the proposed transfer, the undersigned thereof shall give written
      notice to the Company of the undersigned's intention to effect such transfer,
      sale, assignment or pledge.  Each such notice shall describe the
      manner and circumstances of the proposed transfer, sale, assignment or pledge
      in
      sufficient detail, and shall be accompanied, at the undersigned's expense
      evidence satisfactory to the Company the effect that the proposed transfer
      of
      the Shares may be effected without registration under the Act or applicable
      state securities law.

     

    6.           Investor
      Information

     

     
      The Company may only accept subscriptions from persons who meet certain
      suitability standards.  Therefore, certain information is requested,
      as follows:

     

    (a)           Name:                                                                                                          

     

    Age:                                                                                                            
      

     

    Social
      Security Number/Tax ID
      Number:                                              


     

    (b)           Home
      Address:                                                                                        
                  

     

    Home
      Telephone
      Number:                                                                    
 

     

    (c)           Firm
      Name:                                                                                                
           

     

    Nature
      of
      Business:                                                                                                           

     

    Position/Title:                                                                                                           

     

    Business
      Address:                                                                                                          

     

      
       Zip
      Code:                                                                                                  


     

    Business
      Telephone
      Number:                                                                                                           

     

    (d)           Send
      Correspondence
      to:  Home                    Business                      

     

    (e)           State
      or jurisdiction of
      residence:                                                                                                                    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (f)           With
      respect for a potential investment in the Company, the undersigned represents
      and warrants that he/she qualifies as an “accredited investor” as that term is
      defined in Rule 501(a) of Regulation D promulgated under Act, because (check
      one):

     

    
      	
              o

            	
              He/she
                is an individual whose net worth, or joint net worth with his/her
                spouse,
                is greater than $1,000,000; or

            


    

     

    
      	o	
              He/she
                is an individual who had income greater than $200,000 in each of
                the last
                two years and reasonably expects an income greater than $200,000
                for the
                current year; or

            


    

     

    
      	
              o

            	
              He/she
                is an individual who had a joint income with his/her spouse greater
                than
                $300,000 in each of the last two years and reasonably expects a joint
                income greater than $300,000 for the current
                year;

            


    

     

    
      	
              o

            	
              A
                corporation or partnership with total assets in excess of
                $5,000,000;

            


    

     

    
      	
              o

            	
              He/she
                is a director, executive officer or general partner of the Company
                or a
                director, executive officer or general partner of a general partner
                of the
                Company; or

            


    

     

    
      	
              o

            	
              An
                entity in which all of the equity owners meet one of the above criteria
                to
                be an accredited investor in his or her individual capacity [PLEASE
                CHECK
                WHICH CRITERIA THE INDIVIDUAL
                MEETS].

            


    

     

    (g)           List
      any other information you believe is relevant in showing that you are able
      to
      adequately evaluate the risks and merits of this investment:

     
      
        

      

    

     
      
        

      

    

    7.           Miscellaneous.

     

    (a)           All
      notices or other communications given or made hereunder shall be in writing
      and
      shall be delivered or mailed by registered or certified mail, return receipt
      requested, postage prepaid, to the Company at the address set forth on the
      instructions page hereof and to the undersigned at the address set forth on
      the
      signature page hereof.

     

    (b)           This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Delaware, without reference to conflict of law principles.

     

    (c)           This
      Agreement constitutes the entire agreement among the parties hereto with respect
      to the subject matter hereof and supersedes any prior or contemporaneous
      understandings, representations, warranties or agreements (whether oral or
      written) and may be amended only by a writing executed by all
      parties.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (d)           The
      undersigned acknowledges that the Company may, in its sole and absolute
      discretion, accept or reject this subscription offer in whole or in
      part.

     

    8.           Certification.

     

    The
      undersigned represents to the Company that (i) the information contained herein
      is complete and accurate on the date hereof and may be relied upon by the
      Company; and (ii) the undersigned will notify the Company immediately of any
      change in any of such information occurring prior to the acceptance of the
      subscription and will promptly send to the Company written confirmation of
      such
      change.  The undersigned hereby certifies that he/she has read and
      understands this Subscription Agreement.

     

    9.           Confidentiality.

     

    The
      undersigned hereby agrees to keep
      confidential, any and all information related to the Company or the facts
      surrounding the investment in the Company for the earlier of a period of one
      year (1) from the date hereof or until the information is no longer considered
      confidential by the Company; provided, however, the undersigned may disclose
      such investment to his or her advisors as necessary for tax or financial
      planning purposes.

     

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK.  SIGNATURE PAGE
      FOLLOWS.]

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the undersigned has executed this Subscription Agreement this
      ___ day of________, 2007.

     

     

     

                                                                                                                                                                   
       


    Number
      of
      Shares Subscribed
      for                                                                                     NAME
      OF PURCHASER

    at
      $0.12
      per share.

     

     

    $                                                                                                                                                                                                                  
       

    Total
      Purchase
      Price                                                                                                           Signature

     

                                                                                                                                                                   _


      
      Title of Authorized Signatory if Purchaser

      
      Is a corporation, partnership or other entity

                                        
                                                                                                                                                                


      
Signature
      of Spouse or
      Co-owner

    


    Accepted
      by Company:

     

    REGENT’S
      SECRET, INC.

     

     

    By:                                                                          

     

    Name:
      Lori Nembirkow

    Title:  
      Secretary

    Date:
      _________, 2007

     

     

    8