Exhibit 10.6

CONFIDENTIAL SUBSCRIPTION AGREEMENT

This CONFIDENTIAL SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is dated as of the 29th day of September, 2014, between 6D Acquisitions, Inc., a Nevada corporation, with principal offices at 17 State Street, Suite 450, New York, New York 10004 (the “Company”) and the person or persons listed and signing on the signature page hereto (the “Subscriber”).  All documents mentioned herein are incorporated by reference.

W I T N E S S E T H:

WHEREAS, the Company is a special purpose vehicle formed for the purpose of investing in the reorganized entity following a proposed share exchange (the “Share Exchange”) between CleanTech Innovations, Inc., a publicly traded Nevada corporation (“CleanTech”), and Initial Koncepts, Inc., a California corporation d/b/a Six Dimensions (“6D”) (www.sixdimensions.com) whereby CleanTech will issue 266,787,609 shares of its common stock, equal to approximately fifty percent (50%) of its outstanding shares of common stock, to the shareholders of 6D in exchange for all of the outstanding shares of 6D (the “Exchange”), thereby rendering 6D a wholly-owned subsidiary of CleanTech prior to the Exchange, Initial Koncepts, Inc. will convert into a Nevada corporation “Six Dimensions, Inc.”;

WHEREAS, prior to or simultaneous with the closing of the Share Exchange, and as a condition thereto, CleanTech shall have (i) obtained shareholder approval to amend its Articles of Incorporation to: (A) increase its authorized common stock to 1,200,000,000 shares, par value $0.0000001 per share, (B) change the name of the company to “6D Global Technologies, Inc.” and (C) authorize the conversion of the company into a corporation organized under the laws of the State of Delaware; (ii) obtained approval by NASDAQ of the listing of the company’s common stock on the NASDAQ Capital Market; (iii) obtained the resignation of all of the company’s China-based officers and directors and the appointment of new officers and directors; (iv) completed the spin-off of all of the company’s China-based operations and assets in exchange for the satisfaction and/or assumption of all liabilities of the company in excess of $500.00 and the return of 17,729,403 shares of common stock by the shareholders of the company to be retired and returned to CleanTech’s treasury; and (v) completed the conversion by NYGG (Asia) Ltd., the largest creditor of the company, of all of its outstanding debt and liabilities held in CleanTech into 242,534,190 shares of CleanTech’s common stock immediately following the closing.  (The form of the proposed Agreement and Plan of Share Exchange is attached as Appendix “D”);

WHEREAS, there are currently an aggregate of 24,982,822 shares of CleanTech Common Stock issued and outstanding and pursuant to the provisions of the proposed Share Exchange, 17,729,403 shares will be cancelled in the Spin-Out, NYGG (Asia) Ltd. will be issued 242,534,190 shares of the Company’s Common Stock pursuant to the Conversion of all of its notes, loans, debts, advances and liabilities made to, in, by or on behalf of the Company, and 266,787,609 Exchange Shares will be issued to the shareholders of 6D.  Upon raising the Maximum Offering of $5.1 million, CleanTech will be capitalized as follows:

WHEREAS, it shall be a condition to the closing of the Share Exchange that the Company complete the Offering (as defined herein);

WHEREAS, upon completion of the Offering and Share Exchange, CleanTech’s operations shall be conducted through its new subsidiary 6D (such post-Share Exchange Nasdaq listed parent entity to be referred to herein as “6DT”);

WHEREAS, upon the completion of the Offering and immediately upon the closing of the Share Exchange, all of the Company’s common stock underlying the Units (as defined herein) offered hereby will be automatically exchanged into shares of 6DT on a 1:1 basis;

WHEREAS, the Company has engaged Radnor Research & Trading Company, LLC, as the Company’s exclusive placement agent (the “Placement Agent”) to assist the Company selling the Units;

WHEREAS, in the event the Share Exchange is not consummated, all subscriptions shall be returned to the subscribers herein without interest, deduction or offset; and

WHEREAS, upon completion of the Offering, the Share Exchange and the Financing Exchange, 6DT may undergo a reverse-split of its then-outstanding common stock at the Company’s sole discretion (the “Reverse Split”).

NOW, THEREFORE, in consideration of the premises and respective mutual covenants, representations and warranties herein contained, the parties hereto, intending to be legally bound hereby, agree as follows:

 

 

 

 

 

by June 30, 2014 (unless otherwise extended by the Company and the Placement Agent  in their sole discretion to September 30, 2014), all subscriptions shall be returned to the Subscribers without interest, deduction or offset.

 

 

Risks Specific to 6D

6D’s business, financial condition and results of operations may be materially impacted by economic conditions and related fluctuations in client demand for marketing, business, technology and other consulting services.  The market for our consulting services and the technologies used in our solutions historically has tended to fluctuate with economic cycles, particularly those cycles in the U.S., where we earn the majority of our revenues.  During economic cycles in which many companies are experiencing financial difficulties or uncertainty, clients and potential clients may cancel or delay spending on marketing, technology and other business initiatives. Our efforts to down-size, when necessary, in a manner intended to mirror downturned economic conditions could be delayed and costly and could also result in us having inadequate people resources as economic conditions improve. A downturn could result in reduced demand for our services, assignment cancellations or delays, lower revenues and operating margins resulting from price reduction pressures for our services, and payment and collection issues with our clients. Any of these events could materially and adversely impact our business, financial condition and results of operations.

 

Our markets are highly competitive and we may not be able to continue to compete effectively.  The markets for the services we provide are highly competitive.  We compete principally with large systems consulting and implementation firms, traditional and digital advertising and marketing agencies, offshore consulting and outsourcing companies, and clients’ internal information systems departments.  To a lesser extent, other competitors include boutique consulting firms that maintain specialized skills and/or are geographically focused.  Some of our competitors have significantly greater financial, technical and marketing resources, and generate greater revenues and have greater name recognition, than we do. Often, these competitors offer a larger and more diversified suite of products and services than we offer. If we cannot keep pace with the intense competition in our marketplace, our business, financial condition and results of operations will suffer.

 

6D operates in a highly competitive environment, which could adversely affect its sales and pricing.  6D operates in a highly competitive environment, and its outlook depends on a forecast of 6D’s share of sales based on its ability to compete with others in the marketplace. 6D competes on the basis of price, quality, product performance and customer service. There can be no assurance that 6D’s products and services will be able to compete successfully with other companies’ products.  Thus, 6D’s share of industry sales could be reduced due to aggressive pricing or product strategies pursued by competitors, unanticipated raw material shortages, refurbishing or remanufacturing difficulties, 6D’s failure to price its products competitively, its failure to produce products at a competitive cost or an unexpected buildup in inventories, leading to severe downward pressure product prices.  Changes in market acceptance of prices, changes in market requirements for price discounts or changes in competitors’ behavior could have an adverse impact on 6D’s business, results of operations and financial condition.

 

6D anticipates it may require additional financing in the future.  While 6D believes the proceeds from this Offering will be sufficient to expand and grow its business in the near future, it may require additional financing to expand and grow its business.  There can be no assurance that financing sufficient to enable 6D to expand and grow its business will be available in the future.  The inability to obtain future financing or to produce levels of revenue to meet financial needs could result in 6D’s inability to operate, grow and expand the business.

 

6D’s business, financial condition and results of operations may be materially impacted by military actions, global terrorism, natural disasters and political unrest.  Military actions in Iraq, Afghanistan and elsewhere, global terrorism, natural disasters and political unrest in the Middle East and other countries are among the factors that may adversely impact regional and global economic conditions and, concomitantly, 6D’s clients’ ability, capacity and need to invest in 6D’s services.  Additionally, hurricanes or other unanticipated catastrophes, both in the U.S. and globally, could disrupt 6D’s operations and negatively impact 6D’s business as well as disrupt 6D’s clients’ businesses, which may result in a further adverse impact on 6D’s business.  As a result, significant disruptions caused by such events could materially and adversely affect 6D’s business, financial condition and results of operations.

If 6D does not attract and retain qualified professional staff, 6D may be unable to perform adequately 6D’s client engagements and could be limited in accepting new client engagements.  6D’s performance is largely dependent on the talents and efforts of highly skilled individuals.  6D’s future success depends on its continuing ability to identify, hire, develop, motivate and retain highly skilled personnel for all areas of its organization.  6D’s continued ability to compete effectively depends on its ability to retain and motivate its existing employees.  Failure to attract, integrate, motivate, and retain current and/or additional key employees could have a material adverse effect on 6D’s business, operating results and financial condition.

 

The success of 6D’s business depends in large part on 6D’s ability to develop solutions and service offerings that keep pace with the changes in the markets in which 6D provides its services.  The professional services markets in which 6D operates are characterized by rapid technological change, evolving industry standards, changing customer preferences and new product and service introductions.  6D’s future success will depend on 6D’s ability to develop solutions and service offerings that keep pace with changes in the markets in which 6D provides services.  No assurances can be made that 6D will be successful in developing new services addressing evolving technologies in a timely or cost-effective manner or, if these services are developed, that 6D will be successful in offering and deploying them in the marketplace.  In addition, 6D cannot be sure that products, services or technologies developed by others will not render 6D’s services non-competitive or obsolete.  6D’s failure to address the demands of the rapidly evolving technological environment could have a material adverse effect on 6D’s business, results of operations and financial condition.  6D’s ability to remain competitive will also depend on our ability to design and implement, in a timely and cost-effective manner, solutions for clients that both leverage their legacy systems and appropriately utilize newer technologies.

 

Changes in 6D’s effective tax rate or tax liability may have an adverse effect on 6D’s results of operations.  6D’s effective tax rate could be adversely impacted by several factors, some of which are outside 6D’s control, including: (a) changes in relative amounts of income before taxes in the various jurisdictions in which 6D operates that have differing statutory tax rates; (b) 6D’s ability to accurately value certain assets, including intellectual property; (c) changes in tax laws and the interpretation of those tax laws; (d) changes to 6D’s assessments about the realizability of 6D’s deferred tax assets which are based on estimates of 6D’s future results, the prudence and feasibility of possible tax planning strategies and 6D’s internal structure, and the economic environment in which we do business; (e) the outcome of future tax audits and examinations; and (f) changes in generally accepted accounting principles that affect the accounting for taxes.

 

6D may not be able to recognize revenue in the period in which 6D’s services are performed, which may contribute to fluctuations in 6D’s revenue and margins.  6D provides its services under time-and-materials, fixed-price and retainer contracts.  All revenue is recognized pursuant to generally accepted accounting principles. These principles require 6D to recognize revenue once evidence of an arrangement has been obtained, services are delivered, fees are fixed or determinable and collectability is reasonably assured.  If 6D performs its services prior to the period in which 6D is able to recognize the associated revenue, 6D’s revenue and margins may fluctuate from quarter to quarter.

 

6D’s profitability will be adversely impacted if 6D is unable to maintain 6D’s pricing and utilization rates as well as control 6D’s costs.  6D’s profitability derives from and is impacted by three primary factors: (a) the prices for 6D’s services; (b) 6D’s professionals’ utilization or billable time; and (c) 6D’s costs.  To achieve 6D’s desired level of profitability, 6D’s utilization must remain at an appropriate rate, and 6D must contain its costs.  Should 6D reduce its prices in the future as a result of pricing pressures, or should 6D be unable to achieve 6D’s target utilization rates and costs, 6D’s profitability could be adversely impacted.

 

6D’s clients could unexpectedly terminate their contracts for 6D’s services.  Most of 6D’s contracts can be canceled by the client with limited advance notice and without significant penalty.  A client’s termination of a contract for 6D’s services could result in a loss of expected revenues and additional expenses for staff that were allocated to that client’s assignment.  6D could be required to maintain underutilized employees who were assigned to the terminated contract.  The unexpected cancellation or significant reduction in the scope of any of 6D’s large assignments, or client termination of one or more recurring revenue contracts could have a material adverse effect on 6D’s business, financial condition and results of operations.

 

6D may be unable to achieve anticipated benefits from acquisitions.  The anticipated benefits from any acquisitions that 6D has undertaken in the past or may undertake might not be achieved.  For example, if 6D acquires a company, 6D cannot be certain that clients of the acquired business will continue to conduct business with 6D, or that employees of the acquired business will continue their employment or integrate successfully into 6D’s operations and culture.  The identification, consummation and integration of acquisitions require substantial attention from management.  The diversion of management’s attention, as well as any difficulties encountered in the integration process, could have an adverse impact on 6D’s business, financial condition and results of operations.  Further, we may incur significant expenses in completing any such acquisitions, and 6D may assume significant liabilities, some of which may be unknown at the time of the acquisition.

Risks Related to the Securities Markets and Investments in the Units

 

6D’s management team does not have extensive experience in public company matters.  6D’s management team has had limited public company management experience or responsibilities, which could impair our ability to comply with legal and regulatory requirements such as the Sarbanes-Oxley Act of 2002 and applicable federal securities laws including filing required reports and other information required on a timely basis.  There can be no assurance that our management will be able to implement and affect programs and policies in an effective and timely manner that adequately respond to increased legal, regulatory compliance and reporting requirements imposed by such laws and regulations. Our failure to comply with such laws and regulations could lead to the imposition of fines and penalties and further result in the deterioration of 6D’s business.

 

There may be limitations on the effectiveness of 6D’s internal controls, and a failure of our control systems to prevent error or fraud may materially harm our company.  Proper systems of internal controls over financial accounting and disclosure are critical to the operation of a public company.  6D is at the very early stages of establishing, and 6D may not be unable to effectively establish such systems, especially in light of the fact that 6D expects to operate as a subsidiary of a publicly reporting company. This would leave 6D without the ability to reliably assimilate and compile financial information about 6D and significantly impair 6D’s ability to prevent error and detect fraud, all of which would have a negative impact on 6D’s company from many perspectives.  Moreover, 6D does not expect that disclosure controls or internal control over financial reporting, even if established, will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.  Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Failure of its control systems to prevent error or fraud could materially adversely impact 6D.

 

6D does not intend to pay any cash dividends in the foreseeable future and, therefore, any return on your investment in our capital stock must come from increases in the fair market value and trading price of the capital stock.  6D has not paid any cash dividends on our common stock and do not intend to pay cash dividends on our common stock in the foreseeable future.  6D intends to retain future earnings, if any, for reinvestment in the development and expansion of 6D’ business.  Any credit agreements, which 6D may enter into with institutional lenders, may restrict 6D’s ability to pay dividends.  Whether we pay cash dividends in the future will be at the discretion of 6D’s board of directors and will be dependent upon 6D’s financial condition, results of operations, capital requirements and any other factors that the board of directors decides is relevant.  Therefore, any return on your investment in 6D’s capital stock must come from increases in the fair market value and trading price of the capital stock.

 

6D may issue additional equity shares to fund 6D’s operational requirements which would dilute your share ownership.  6D’s continued viability depends on its ability to raise capital.  Changes in economic, regulatory or competitive conditions may lead to cost increases.  Management may also determine that it is in the best interest of 6D to develop new services or products.  In any such case additional financing is required for 6D to meet its operational requirements.  In such event, 6D may be required to materially alter its business plan or curtail all or a part of its operational plans.  While 6D currently has no offers to sell it securities to obtain financing, sale or the proposed sale of substantial amounts of its common stock in the public markets may adversely affect the market price of 6D’s common stock and 6D’s stock price may decline substantially.  In the event that 6D is unable to raise or borrow additional funds, 6D may be required to curtail significantly its operational plans.

 

The offering price of the Units was determined arbitrarily. The offering price of the Units does not bear any relation to book value, assets, earnings or other objective criteria of value and has been arbitrarily determined by the Company, 6D, CleanTech or 6DT; nor does it necessarily reflect the market price of CleanTech’s common stock.  There can be no assurance that the shares will trade at a value commensurate with the offering price.

 

Because a small number of shareholders will own a large percentage of the Company’s stock, you will have minimal influence over shareholder decisions.  Certain individuals will have significant ownership in 6DT and will retain significant control of 6DT in the future.  As a result of such ownership concentration, this group of individuals will have significant influence over the management and affairs of 6D, 6T and its business.  They will also exert considerable, ongoing influence over matters subject to stockholder approval, including the election of directors and significant corporate transactions, such as a merger, sale of assets or other business combination or sale.  This concentration of ownership may have the effect of delaying, deferring, or preventing a change in control, impeding a merger, consolidation, takeover or other business combination involving us, or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of 6DT, even if such a transaction would benefit other stockholders.

IN ADDITION TO THE ABOVE RISKS, AN INVESTMENT IN THE UNITS IS SUBJECT TO THE RISKS OF CLEANTECH.  The Subscriber should carefully consider the Risk Factors contained in CleanTech’s most recent annual report on Form 10-K, as updated or supplemented by subsequent quarterly reports on Form 10-Q and current reports on Form 8-K to the extent filed, each of which are incorporated herein by reference, as the same may be updated from time to time by future filings under the Securities Exchange Act of 1934, as amended, before making an investment decision.  If any of such Risk Factors actually occur, the CleanTech’s business, results of operations, financial condition and cash flows could be materially adversely affected, the trading price of its common stock could decline significantly, and the Subscriber might lose all or part of its investment.  Additional risks and uncertainties that CleanTech’s is unaware of or that CleanTech’s believes are not material at this time could also materially adversely affect CleanTech’s business, financial condition or results of operations.  In any case, the value of the CleanTech’s common stock or other securities could decline, and the Subscriber could lose all or part of its investment.  The Subscriber represents and warrants that he or she has carefully considered and reviewed all the information contained within the reports CleanTech’s files with the Commission.

 

 

 

 

 

 

 

materials and all related matters, to the extent the Subscriber deems necessary, with the Subscriber’s legal, tax, accounting, financial and other advisors, including, without limitation, to the extent relevant, the matters referred to in subsections (d) and (e) of this Section.  The Subscriber is aware of the tax consequences of owning Units, is aware of the ability of the Company, and upon conclusion of the Merger, 6DT, to issue additional shares of common stock, and that the Subscriber may suffer significant dilution in the event that the Company or 6DT raises additional funds through the issuance of its securities.  The Subscriber has independently determined that the Units are a suitable investment of Subscriber.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[-Signature page follows-]

SIGNATURE PAGE

The Subscriber hereby offers to purchase and subscribe to ____________ Unit(s) and encloses payment of $15,000 per unit for an aggregate investment of $_____________.

AGREED TO AND ACCEPTED:

As of _______, 2014

6D ACQUISITIONS, INC.

By: ____________________________

Name: Tejune Kang

Title: Chief Executive Officer

A Subscriber who meets any one of the following tests is an accredited investor:

 

(a) (a)    Subscriber is an individual who has a net worth, or joint net worth with Subscriber’s spouse, of at least $1,000,000.  For these purposes, the term “net worth” means the excess of total assets over total liabilities; however, it excludes the fair market value of your primary residence unless the indebtedness exceeds the fair market value.

 

 

 

 

 

 

 

 

 

 

 

 

 

If an individual investor qualifies as an accredited investor, such individual may purchase the Shares in the name of Subscriber’s individual retirement account (“IRA”).

IRS Form W-9

for submission of SSN/Taxpayer Identification Number

[Attached.  Instructions for the form may be found at:

http://www.irs.gov/pub/irs-pdf/fw9.pdf]

ANNEX A

Unaudited Financial Statements for Six Dimensions

For the Period Ending March 31, 2014