NuGen Holdings, Inc. Regulation S Subscription Agreement
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Holdings, Inc.
SECTION
1
1.1 Subscription. The
undersigned, ______
intending to be legally bound, hereby irrevocably subscribes for and agrees to
purchase ______ shares (“Shares”) of common stock of ▇▇▇▇▇ Holdings, Inc., a
Delaware corporation (the "Company") in a transaction exempt from the
registration requirements of the Securities Act of 1933, as amended (the
“Securities Act”) for the number of shares of common stock indicated
below.
The undersigned understands that the
securities are being offered and issued by the Company in connection with a
private transaction exempt from the registration requirements of the Securities
Act for the offer and sale of an aggregate of 7,812,500 shares, or gross
proceeds of $1,250,000.
1.2 Purchase of
Shares. The undersigned understands and acknowledges that the
purchase price to be remitted to the Company in exchange for the Shares be
____________________ US Dollars ($______), or $0.16 per
share. Simultaneous with the execution and delivery of this
Agreement, the undersigned shall deliver to the Company the aforementioned
purchase price by wire transfer of immediately available funds as
follows:
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Name
of Bank:
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Bank
of Texas
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Account
Name:
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▇▇▇▇▇
Holdings, Inc.
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Bank
Address;
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▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇
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Account
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8092216236
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ABA
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1.3 Acceptance or
Rejection.
(a) The
undersigned understands and agrees that the Company reserves the right to reject
this subscription for the Shares if, in its reasonable judgment, it deems such
action in the best interest of the Company, at any time prior to the Closing,
notwithstanding prior receipt by the undersigned of notice of acceptance of the
undersigned's subscription.
(b) The
undersigned understands and agrees that its subscription for the Shares is
irrevocable and upon acceptance by the Company, the Company shall have the full
use and right to the purchase price remitted by the undersigned.
(c) In
the event the sale of the Shares subscribed for by the undersigned is not
consummated by the Company for any reason (in which event this Subscription
Agreement shall be deemed to be rejected), this Subscription Agreement and any
other agreement entered into between the undersigned and the Company relating to
this subscription shall thereafter have no force or effect and the Company shall
promptly return or cause to be returned to the undersigned the purchase price
remitted to the Company by the undersigned, without interest thereon or
deduction therefrom, in exchange for the Shares.
SECTION
2
2.1 Closing. The
closing (the "Closing") of the purchase and sale of the Shares, shall occur
simultaneously with the acceptance by the Company of the undersigned's
subscription, as evidenced by the Company's execution of this Subscription
Agreement. Simultaneous with the execution and delivery of this Agreement, the
undersigned shall deliver a Proxy, in the form of Exhibit A, and a
Lock-Up Agreement, in the form of Exhibit
B. The undersigned acknowledges and represents the execution
and delivery of the (i) Proxy means that the undersigned relinquishes all voting
rights to the Shares and (ii) Lock-Up Agreement means that the undersigned shall
not be entitled to sell or dispose of the Shares for 9 months from the
Closing.
SECTION
3
3.1 Investor Representations and
Warranties.
The
undersigned hereby acknowledges, represents and warrants to, and agrees with,
the Company and its affiliates as follows:
(a) The
undersigned is acquiring the Shares for his own account as principal, not as a
nominee or agent, for investment purposes only, and not with a view to, or for,
resale, distribution or fractionalization thereof in whole or in part and no
other person has a direct or indirect beneficial interest in such Shares or any
portion thereof. Further, the undersigned does not have any contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participations to such person or to any third person, with respect to the Shares
for which the undersigned is subscribing or any part of the Shares.
(b) The
undersigned has full power and authority to enter into this Agreement, the
execution and delivery of this Agreement has been duly authorized, if
applicable, and this Agreement constitutes a valid and legally binding
obligation of the undersigned.
(c) The
undersigned is not subscribing for the Shares as a result of or subsequent to
any advertisement, article, notice or other communication published in any
newspaper, magazine or similar media or broadcast over television or radio, or
presented at any seminar or meeting, or any solicitation of a subscription by
persons previously not known to the undersigned.
(d) The
undersigned understands that the Company is under no obligation to register the
Shares under the Securities Act, or to assist the undersigned in complying with
the Securities Act or the securities laws of any state of the United States or
of any foreign jurisdiction.
(e) The
undersigned is (i) experienced in making investments of the kind described in
this Agreement and the related documents, (ii) able, by reason of the business
and financial experience of its officers (if an entity) and professional
advisors (who are not affiliated with or compensated in any way by the Company
or any of its affiliates or selling agents), to protect its own interests in
connection with the transactions described in this Agreement, and the related
documents, and (iii) able to afford the entire loss of its investment in the
Shares.
(f) The
undersigned acknowledges his understanding that the offering and sale of the
Securities is intended to be exempt from registration under the Securities
Act. In furtherance thereof, in addition to the other representations
and warranties of the undersigned made herein, the undersigned further
represents and warrants to and agrees with the Company and its affiliates as
follows:
(i) The
undersigned realizes that the basis for the exemption may not be present if,
notwithstanding such representations, the undersigned has in mind merely
acquiring the Shares for a fixed or determinable period in the future, or for a
market rise, or for sale if the market does not rise. The undersigned
does not have any such intention;
(ii) The
undersigned has the financial ability to bear the economic risk of his
investment, has adequate means for providing for his current needs and personal
contingencies and has no need for liquidity with respect to his investment in
the Company;
(iii)
The undersigned has such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of the
prospective investment in the Shares. The undersigned also represents
it has not been organized for the purpose of acquiring the Shares;
and
(iv)
The undersigned has been provided an opportunity for a reasonable period of time
prior to the date hereof to obtain information concerning the offering of the
Shares, the Company and all other information to the extent the Company
possesses such information or can acquire it without unreasonable effort or
expense.
(g) The
undersigned is not relying on the Company, or its affiliates or agents with
respect to economic considerations involved in this investment. The
undersigned has relied solely on its own advisors.
(h) No
representations or warranties have been made to the undersigned by the Company,
or any officer, employee, agent, affiliate or subsidiary of the Company, other
than the representations of the Company contained herein, and in subscribing for
Shares the undersigned is not relying upon any representations other than those
contained herein.
(i) Any
resale of the Shares during the ‘distribution compliance period’ as defined in
Rule 902(f) to Regulation S shall only be made in compliance with exemptions
from registration afforded by Regulation S. Further, any such sale of
the Shares in any jurisdiction outside of the United States will be made in
compliance with the securities laws of such jurisdiction. The
undersigned will not offer to sell or sell the Shares in any jurisdiction unless
the undersigned obtains all required consents, if any.
(j)
The undersigned
understands that the Shares are being offered and sold in reliance on an
exemption from the registration requirements of United States federal and state
securities laws under Regulation S promulgated under the Securities Act and that
the Company is relying upon the truth and accuracy of the representations,
warranties, agreements, acknowledgments and understandings of the undersigned
set forth herein in order to determine the applicability of such exemptions and
the suitability of the undersigned to acquire the Shares. In this
regard, the undersigned represents, warrants and agrees that:
1. The
undersigned is not an U.S. Person (as defined below) and is not an affiliate (as
defined in Rule 501(b) under the Securities Act) of the Company and is not
acquiring the Securities for the account or benefit of a U.S.
Person. A U.S. Person means any one of the following:
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any
natural person resident in the United States of
America;
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any
partnership or corporation organized or incorporated under the laws of the
United States of America;
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any
estate of which any executor or administrator is a U.S.
person;
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any
trust of which any trustee is a U.S.
person;
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any
agency or branch of a foreign entity located in the United States of
America;
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any
non-discretionary account or similar account (other than an estate or
trust) held by a dealer or other fiduciary for the benefit or account of a
U.S. person;
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any
discretionary account or similar account (other than an estate or trust)
held by a dealer or other fiduciary organized, incorporated or (if an
individual) resident in the United States of America;
and
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any
partnership or corporation if:
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(A)
organized or incorporated under the laws of any foreign jurisdiction;
and
(B)
formed by a U.S. person principally for the purpose of investing in securities
not registered under the Securities Act, unless it is organized or incorporated,
and owned, by accredited investors (as defined in Rule 501(a) under the
Securities Act) who are not natural persons, estates or trusts.
2. At
the time of the origination of contact concerning this Agreement and the date of
the execution and delivery of this Agreement, the undersigned was outside of the
United States.
3. The
undersigned will not, during the period commencing on the date of issuance of
the Shares and ending on the first anniversary of such date, or such shorter
period as may be permitted by Regulation S or other applicable securities law
(the “Restricted Period”), offer, sell, pledge or otherwise transfer the
Securities in the United States, or to a U.S. Person for the account or for the
benefit of a U.S. Person, or otherwise in a manner that is not in compliance
with Regulation S.
4. The
undersigned will, after expiration of the Restricted Period, offer, sell, pledge
or otherwise transfer the Shares only pursuant to registration under the
Securities Act or an available exemption therefrom and, in accordance with all
applicable state and foreign securities laws.
5. The
undersigned was not in the United States, engaged in, and prior to the
expiration of the Restricted Period will not engage in, any short selling of or
any hedging transaction with respect to the Shares, including without
limitation, any put, call or other option transaction, option writing or equity
swap.
6. Neither
the undersigned nor or any person acting on his behalf has engaged, nor will
engage, in any directed selling efforts to a U.S. Person with respect to the
Shares and the undersigned and any person acting on his behalf have complied and
will comply with the “offering restrictions” requirements of Regulation S under
the Securities Act.
7. The
transactions contemplated by this Agreement have not been pre-arranged with a
buyer located in the United States or with a U.S. Person, and are not part of a
plan or scheme to evade the registration requirements of the Securities
Act.
8. Neither
the undersigned nor any person acting on his behalf has undertaken or carried
out any activity for the purpose of, or that could reasonably be expected to
have the effect of, conditioning the market in the United States, its
territories or possessions, for any of the Shares. The undersigned
agrees not to cause any advertisement of the Shares to be published in any
newspaper or periodical or posted in any public place and not to issue any
circular relating to the Shares, except such advertisements that include the
statements required by Regulation S under the Securities Act, and only offshore
and not in the U.S. or its territories, and only in compliance with any local
applicable securities laws.
9. Each
certificate representing the Shares shall be endorsed with the following
legends, in addition to any other legend required to be placed thereon by
applicable federal or state securities laws:
(A) “THE
SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED
IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES
ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED
UNDER THE SECURITIES ACT.”
(B) “TRANSFER
OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO
AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT
BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”
10. The
undersigned consents to the Company making a notation on its records or giving
instructions to any transfer agent of the Company in order to implement the
restrictions on transfer of the Shares set forth in this Section.
(k) The
undersigned has carefully reviewed all of the Company’s filings under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), including
without limitation the Risk Factors provided for therein as well as the
registration statement filed by the Company to which the Company received
significant comments from the SEC.
(l) The
undersigned understands that an investment in the Shares is a speculative
investment which involves a high degree of risk and the potential loss of his
entire investment.
(m) The
undersigned's overall commitment to investments which are not readily marketable
is not disproportionate to the undersigned's net worth, and an investment in the
Securities will not cause such overall commitment to become
excessive.
(n) The
undersigned has received all documents, records, books and other information
pertaining to the undersigned’s investment in the Company that has been
requested by the undersigned.
(o) The
undersigned represents and warrants to the Company that all information that the
undersigned has provided to the Company is correct and complete as of the date
hereof.
(p) Other
than as set forth herein, the undersigned is not relying upon any other
information, representation or warranty by the Company or any officer, director,
stockholder, agent or representative of the Company in determining to invest in
the Shares. The undersigned has consulted, to the extent deemed
appropriate by the undersigned, with the undersigned’s own advisers as to the
financial, tax, legal and related matters concerning an investment in the Shares
and on that basis believes that his or its investment in the Shares is suitable
and appropriate for the undersigned.
(q) The
undersigned is aware that no federal or state agency has (i) made any finding or
determination as to the fairness of this investment, (ii) made any
recommendation or endorsement of the Shares or the Company, or (iii) guaranteed
or insured any investment in the Shares or any investment made by the
Company.
(r) The
undersigned understands that the price of the Shares offered hereby bear no
relation to the assets, book value or net worth of the Company and were
determined arbitrarily by the Company. The undersigned further
understands that there is a substantial risk of further dilution on his or its
investment in the Company.
SECTION
4
The Company represents and warrants to
the undersigned as follows:
4.1
Organization of the
Company. The Company is a corporation duly organized and
validly existing and in good standing under the laws of the State of Delaware,
and has all requisite power and authority to own, lease and operate its
properties and to carry on its business as now being conducted.
4.2 Authority. The
Company has the requisite corporate power and authority to enter into and
perform its obligations under this Agreement and to issue the Shares; (b) the
execution and delivery of this Agreement by the Company and the consummation by
it of the transactions contemplated hereby and thereby have been duly authorized
by all necessary corporate action and no further consent or authorization is
required; and (c) this Agreement has been duly executed and delivered by the
Company and constitutes a valid and binding obligation of the Company
enforceable against the Company in accordance with its terms, except as
such enforceability may be limited by applicable
bankruptcy, insolvency, or similar laws relating to, or affecting generally the
enforcement of, creditors' rights and remedies or by other equitable principles
of general application.
4.3 Exemption from Registration;
Valid Issuances. The sale and issuance of the Shares, in
accordance with the terms and on the bases of the representations and warranties
of the undersigned set forth herein, may and shall be properly issued by the
Company to the undersigned pursuant to Section 4(2), Regulation S and/or any
applicable U.S state law. When issued and paid for as herein provided, the
Shares shall be duly and validly issued, fully paid, and nonassessable. Neither
the sales of the Shares pursuant to, nor the Company's performance of its
obligations under, this Agreement shall (a) result in the creation or imposition
of any liens, charges, claims or other encumbrances upon the Shares or any of
the assets of the Company, or (b) entitle the other holders of the Common Stock
of the Company to preemptive or other rights to subscribe to or acquire the
Common Stock or other securities of the Company. The Shares shall not subject
the undersigned to personal liability by reason of the ownership
thereof.
4.4 No General Solicitation or
Advertising in Regard to this Transaction. Neither the Company nor any of
its affiliates nor any person acting on its or their behalf (a) has conducted or
will conduct any general solicitation (as that term is used in Rule 502(c) of
Regulation D) or general advertising with respect to any of the Shares, or (b)
made any offers or sales of any security or solicited any offers to buy any
security under any circumstances that would require registration of the Common
Stock under the Securities Act.
4.5 No
Conflicts. The execution, delivery and performance of this
Agreement by the Company and the consummation by the Company of the transactions
contemplated hereby, including without limitation the issuance of the Shares, do
not and will not (a) result in a violation of the Certificate or By-Laws of the
Company or (b) conflict with, or constitute a material default (or an event that
with notice or lapse of time or both would become a material default) under, or
give to others any rights of termination, amendment, acceleration or
cancellation of, any material agreement, indenture, instrument or any "lock-up"
or similar provision of any underwriting or similar agreement to which the
Company is a party, or (c) result in a violation of any federal, state, local or
foreign law, rule, regulation, order, judgment or decree (including federal and
state securities laws and regulations)applicable to the Company or by which any
property or asset of the Company is bound or affected (except for such
conflicts, defaults, terminations, amendments, accelerations, cancellations and
violations as would not, individually or in the aggregate, have a material
adverse effect on the business, operations, properties, prospects or condition
(financial or otherwise) of the Company) nor is the Company otherwise in
violation of, conflict with or in default under any of the foregoing. The
Company is not required under U.S. federal, state or local law, rule or
regulation to obtain any consent, authorization or order of, or make any filing
or registration with, any court or governmental agency in order for it to
execute, deliver or perform any of its obligations under this Agreement or issue
and sell the Common Stock in accordance with the terms hereof (other
than any SEC, NASD or state securities filings that may be required to be made
by the Company subsequent to the Closing); provided that, for purposes of the
representation made in this sentence, the Company is assuming and relying upon
the accuracy of the relevant representations and agreements of the undersigned
herein.
4.6 No Integrated
Offering. Neither the Company, nor any of its
affiliates, nor any person acting on its or their behalf has, directly or
indirectly, made any offers or sales of any security or solicited any offers to
buy any security, other than pursuant to this Agreement.
4.7 No Misleading or Untrue
Communication. The Company, any person representing the
Company, and, to the knowledge of the Company, any other person selling or
offering to sell the Shares, if any, in connection with the transactions
contemplated by this Agreement, have not made, at any time, any written or oral
communication in connection with the offer or sale of the same which contained
any untrue statement of a material fact or omitted to state any material fact
necessary in order to make the statements, in the light of the circumstances
under which they were made, not misleading.
SECTION
5
5.1 Indemnity. The
undersigned agrees to indemnify and hold harmless the Company, its officers and
directors, employees and its affiliates and their respective successors and
assigns and each other person, if any, who controls any thereof, against any
loss, liability, claim, damage and expense whatsoever (including, but not
limited to, any and all expenses whatsoever reasonably incurred in
investigating, preparing or defending against any litigation commenced or
threatened or any claim whatsoever) arising out of or based upon any false
representation or warranty or breach or failure by the undersigned to comply
with any covenant or agreement made by the undersigned herein or in any other
document furnished by the undersigned to any of the foregoing in connection with
this transaction.
5.2 Modification. Neither
this Agreement nor any provisions hereof shall be modified, discharged or
terminated except by an instrument in writing signed by the party against whom
any waiver, change, discharge or termination is sought.
5.3 Notices. Any
notice, demand or other communication which any party hereto may be
required, or may elect, to give to anyone interested hereunder shall be
sufficiently given if (a) deposited, postage prepaid, in a mail letter box,
registered or certified mail, return receipt requested, addressed to such
address as may be given herein, or (b) delivered personally at such
address.
5.4 Counterparts. This
Agreement may be executed through the use of separate signature pages or in any
number of counterparts and by facsimile, and each of such counterparts shall,
for all purposes, constitute one agreement binding on all parties,
notwithstanding that all parties are not signatories to the same counterpart.
Signatures may be facsimiles.
5.5 Binding
Effect. Except as otherwise provided herein, this Agreement
shall be binding upon and inure to the benefit of the parties and their heirs,
executors, administrators, successors, legal representatives and
assigns. If the undersigned is more than one person, the obligation
of the undersigned shall be joint and several and the agreements,
representations, warranties and acknowledgments herein contained shall be deemed
to be made by and be binding upon each such person and his heirs, executors,
administrators and successors.
5.6 Entire
Agreement. This Agreement and the documents referenced herein
contain the entire agreement of the parties and there are no representations,
covenants or other agreements except as stated or referred to herein and
therein.
5.7 Assignability. This
Agreement is not transferable or assignable by the undersigned.
5.8 Applicable
Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, without giving effect to
conflicts of law principles.
5.9 Pronouns. The
use herein of the masculine pronouns "him" or "his" or similar terms shall be
deemed to include the feminine and neuter genders as well and the use herein of
the singular pronoun shall be deemed to include the plural as
well.
IN
WITNESS WHEREOF, the undersigned has executed this Subscription Agreement on the
__day of _________ 20__.
Amount of
Investment:
$_______
INDIVIDUAL
INVESTOR:
________________________
Name:
________
PARTNERSHIP,
CORPORATION, TRUST,
CUSTODIAL
ACCOUNT, OTHER INVESTOR
Taxpayer
Identification Number:_____________
ACCEPTANCE
OF SUBSCRIPTION
(to be
filed out only
by the Company)
The
Company hereby accepts the above application of $_______ for subscription for
_________ shares on behalf of the Company.
Dated:
__________, __20__
By:
______________________________
Name:
▇▇▇▇▇ Toh
Title:
Vice Chairman, Executive Vice President of Corporate
Development
Appendix
A
Wiring
Instructions
For
Payment of Purchase Price
The
following are the wire instructions for the account into which the payment of
the purchase price for the Shares subscribed for should be wired.
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Name
of Bank:
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Bank
of Texas
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Account
Name:
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▇▇▇▇▇
Holdings, Inc.
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Bank
Address:
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▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇
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Account
Number:
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8092216236
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ABA
Number:
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▇▇▇▇▇▇▇▇▇
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In case
the entity on behalf of which the transfer is taking place is different from the
transferor, please make sure that the wire includes in the comments the name of
the entity.
Exhibit
A
Irrevocable
Proxy
The undersigned stockholder of ▇▇▇▇▇
Holdings, Inc., a Delaware corporation (the “Company”), hereby irrevocably (to
the fullest extent permitted by law) appoints ▇▇▇▇ ▇▇▇▇▇▇▇▇ the attorney and
proxy of the undersigned with full power of substitution and resubstitution, to
the full extent of the undersigned’s rights with respect to (i) the outstanding
shares of Company common stock owned of record by the undersigned as of the date
of this proxy, and (ii) any and all other shares of Company common stock or
other securities which the undersigned may acquire on or after the date hereof.
The shares of the Company Common Stock referred to in clauses (i) and (ii) of
the immediately preceding sentence are collectively referred to in this proxy as
the “Shares”. Upon the execution hereof, any prior proxies given by the
undersigned with respect to any of the Shares are hereby revoked and the
undersigned agrees that no subsequent proxies will be given with respect to any
of the Shares.
This proxy is irrevocable and is
coupled with an interest. This proxy shall remain in full force and effect to
the fullest extent permitted by law.
The attorney and proxy named above will
be empowered, and may exercise this proxy, to vote the Shares at any meeting of
the stockholders of the Company, however called, and in any action by written
consent of the stockholders of the Company.
This proxy shall be binding upon the
heirs, estate, executors, personal representatives, successors and assigns of
the undersigned, including any transferee of any of the Shares. If any provision
of this proxy or any part of any such provision is held under any circumstances
to be invalid or unenforceable in any jurisdiction, then (a) such provision or
part thereof shall, with respect to such circumstances and in such jurisdiction,
be deemed amended to conform to applicable laws so as to be valid and
enforceable to the fullest extent possible, (b) the invalidity or
unenforceability of such provision or part thereof under such circumstances and
in such jurisdiction shall not affect the validity or enforceability of such
provision or part thereof under any other circumstances or in any other
jurisdiction and (c) the invalidity or unenforceability of such provision or
part thereof under such circumstances and in such jurisdiction shall not affect
the validity or enforceability of the remainder of such provision or the
validity or enforceability of any provision of this proxy. Each provision of
this proxy is separable from every other provision of this proxy, and each part
of each provision of this proxy is separable from every other part of such
provision.
IN WITNESS WHEREOF, the undersigned has
executed this irrevocable proxy as of the ___ day of ________,
20__.
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_________________
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Exhibit
B
▇▇▇▇▇
HOLDINGS, INC.
The
undersigned hereby agrees that for a period commencing on the date hereof and
expiring 9 months (the “Lock-Up Period”), he or she will not, directly or
indirectly, issue, offer, agree or offer to sell, sell, grant an option for the
purchase or sale of, transfer, pledge, assign, hypothecate, distribute or
otherwise encumber or dispose of any securities of ▇▇▇▇▇ Holdings, Inc.
(“▇▇▇▇▇”), including common stock or options, rights, warrants or other
securities underlying, convertible into, exchangeable or exercisable for or
evidencing any right to purchase or subscribe for any common stock (whether or
not beneficially owned by the undersigned), or any beneficial interest therein
(collectively, the “Securities”).
Notwithstanding
anything contained herein to the contrary, the undersigned shall be permitted to
transfer Securities to (i) the parents, grandparents, brothers, sisters,
descendants (whether natural or adopted) and spouse of the undersigned; (ii) any
trust created solely for the benefit of any individual described in clauses (i)
above; (iii) any executor or administrator for any of the individuals or their
respective estates described in clauses (i) and (ii) above; (iv) any partnership
or limited liability company solely of the individuals described in clauses (i)
through (iii) above; (v) any tax exempt corporate foundation created by any of
the persons or entities described in clauses (i) through (iv) above exclusively
engaged in charitable purposes or a tax exempt corporation; and (vi) any
corporation or other entity all of the share capital or other equity interests
are owned solely by the undersigned and/or any of the individuals described in
clause (i) above, provided
that, in all cases, the transferee shall hold such Securities subject to
all of the terms and conditions of this agreement, and shall, as a condition of
receiving such Securities, execute and deliver documentation requested by ▇▇▇▇▇
confirming that they shall be bound by this agreement
In order
to enable the aforesaid covenants to be enforced, the undersigned hereby
consents to the placing of legends and/or stop-transfer orders with the transfer
agent of the ▇▇▇▇▇’▇ securities with respect to any of the Securities registered
in the name of the undersigned or beneficially owned by the
undersigned.
Dated: ________
__, 20__
|
______________________
|
|
|
Name:
______
|
|
|
Number
of Shares: ________
|
Schedule
|
Subscriber's Name
|
Number of Shares
|
Purchase Price
|
||||||
|
▇▇▇▇▇
▇▇▇
|
3,000,000 | $ | 480,000 | |||||
|
▇▇▇▇▇
▇▇▇▇
|
1,250,000 | $ | 200,000 | |||||
|
▇▇▇▇
▇▇▇ Ru
|
1,250,000 | $ | 200,000 | |||||
|
▇▇▇▇
▇▇▇
|
412,500 | $ | 66,000 | |||||