EXHIBIT 10.4
THE SECURITIES SUBSCRIBED FOR UNDER THIS AGREEMENT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ ACT ”), OR ANY
STATE SECURITIES LAWS, AND NEITHER THIS AGREEMENT NOR ANY INTEREST THEREIN
MAY BE OFFERED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A
REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT
AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH
REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE
HOLDER OF SUCH AGREEMENT, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO
THE COMPANY, THAT SUCH AGREEMENT MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED
OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.
SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENT
Name of Subscriber ______________________
The Quantum Group, Inc.
3420 Fairlane Farms Road, Suite C
Wellington, Florida 33414
1.
Subscription . The undersigned (the “Holder,” the “Investor,” “me,” or “I”) hereby agrees to
purchase certain 10% Subordinated Promissory Notes (the “Notes”) set forth on the Signature Page attached
hereto of The Quantum Group, Inc., a Nevada corporation (the “Company”), on the terms set forth herein (together
with Exhibit A –Confidential Investor Questionnaire (if necessary), Exhibit B – Form of 10% Subordinated
Secured Promissory Note, Exhibit C – Term Sheet describing the offering of no minimum and a maximum of up to
$600,000 in the principal amount of the Notes of the Company (the “Offering”), provided that the Company has the
option to increase the offering by up to an additional $200,000, Exhibit D – Form of Equity Consideration
Certificate, Exhibit E – Risk Factors, and Appendix A – the Company Annual Report on Form 10-K for the fiscal
year ended December 31, 2008, and Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2009,
(the “Transaction Documents”).
The Offering shall terminate on July 31,