EX-10.1
DEFINITIVE
SUBSCRIPTION AGREEMENT
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CLEAN WATER TECHNOLOGIES, INC.
DBA , INC.
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To: Clean Water Technologies, Inc.
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This Subscription Agreement is made between Clean Water Technologies,
Inc., a Delaware corporation dba SheerVision, Inc. (the "COMPANY"), and the
undersigned prospective purchaser who is subscribing hereby for units (the
"UNITS"), each Unit comprised of 9% Convertible Notes in the principal amount of
$37,500 (the "NOTES"), warrants (the "WARRANTS") to acquire an aggregate of
3,750 shares of common stock, par value $0.001 per share (the "COMMON STOCK"),
and 16,667 shares of Common Stock. The purchase price per Unit (the "PURCHASE
PRICE") shall be $50,000. The Notes, Warrants and Common Stock are hereinafter
collectively referred to as the "SECURITIES". The exercise price of the Warrant
shall be $1.00 per share. The Notes shall be convertible into shares of Series A
9% Cumulative Convertible Preferred Stock, par value $0.001 per share, of the
Company, with a stated value of $10 per share (the "PREFERRED STOCK"). The
Subscription Package is submitted to you in accordance with, and subject to, the
terms and conditions described in this Subscription Agreement and the
Confidential Private Placement Memorandum, dated April 20, 2006 (the
"MEMORANDUM"), and, together with this Subscription Agreement (the "DISCLOSURE
MATERIALS"), provided to the undersigned.
In consideration of the Company's agreement to sell Units, or, in the
discretion of the Company and Northeast Securities, Inc., as placement agent
(the "PLACEMENT AGENT"), fractions thereof, to the undersigned upon the terms
and conditions summarized in the Memorandum, the undersigned agrees and
represents as follows:
A. SUBSCRIPTION.
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(1) The undersigned hereby irrevocably subscribes for, and agrees to
purchase, the number of Units indicated on the signature page hereto at a
purchase price per Unit equal to the Purchase Price. Upon execution and delivery
hereof, the undersigned shall deliver to the Placement Agent in accordance with
the terms hereof either a check or evidence that a wire transfer has been made
to in accordance with this Subscription Agreement and the instructions hereto,
in the full amount of the purchase price of the Units for which the undersigned
is
subscribing (the "PAYMENT"). In the event that the undersigned shall elect to
deliver the Payment in the form of a check to the Placement Agent, such check
should have a notation thereon that such check relates to the Clean Water
Technologies, Inc. (dba SheerVision, Inc.) private placement.
(2) The Payment (or, in the case of rejection of a portion of the
undersigned's subscription, the part of the Payment relating to such rejected
portion) will be returned promptly, without interest, if the undersigned's
subscription is rejected in whole or in part. The Company and the Placement
Agent will hold an initial closing of the Offering (the "INITIAL CLOSING") at
such time as the Company and the Placement Agent may together determine with no
requirement that a minimum number of Units be sold thereat, and from time to
time thereafter (each an "ADDITIONAL CLOSING"). ACCORDINGLY, THE UNDERSIGNED
UNDERSTANDS THAT THE COMPANY MIGHT ACCEPT SUBSCRIPTIONS FROM ONE OR MORE
SUBSCRIBERS EVEN IF NO MINIMUM AMOUNT OF UNITS IS SOLD. The Company and the
Placement Agent expect to hold Additional Closings from time to time after the
Initial Closing on the basis described herein. The Offering will terminate upon
the earlier to occur of (i) the sale of all of the Units (including such Units
that are subject to the Placement Agent's overallotment option, as described in
the Memorandum) or (ii) expiration of the Offering at 3:00 p.m., Eastern Time,
on May 22, 2006, which date may be extended for up to 45 days at the discretion
of the Company and the Placement Agent (the "FINAL CLOSING"). Upon receipt by
the Company of the Payment for Units to be purchased hereunder by subscribers
whose subscriptions are accepted (each, a "PURCHASER") at the Initial Closing or
any Additional Closing (each a "CLOSING"), the subscriber for the Units so
purchased will be registered on the relevant securities registers of the Company
as the record owner of the securities included in the Units so purchased and the
Company shall deliver to the Purchaser: an executed Note in the form included in
the Disclosure Materials, a stock certificate representing the number of shares
of Common Stock equal to the product of (i) 16,667 and (ii) the number of Units
(or fractions thereof) purchased by the subscriber, an executed Warrant in the
form included in the Disclosure Materials, and an executed registration rights
agreement in the form included in the Disclosure Materials (the "REGISTRATION
RIGHTS AGREEMENT"). The Note, the Warrant Agreement, the Registration Rights
Agreement and this Subscription Agreement are collectively referred to herein as
the "TRANSACTION DOCUMENTS".
(3) The undersigned hereby agrees to be bound upon the (i) execution
and delivery to the Placement Agent of the signature page to the undersigned's
completed questionnaire submitted by the undersigned (the "QUESTIONNAIRE") and
this Subscription Agreement and (ii) acceptance on the Closing by the Company of
the undersigned's subscription.
(4) The undersigned agrees that the Company and the Placement Agent,
may, in their sole and absolute discretion, reduce the undersigned's
subscription to any number of Units that in the aggregate does not exceed the
number of Units hereby subscribed for without any prior notice to, or further
consent by, the undersigned. The undersigned hereby irrevocably constitutes and
appoints the Placement Agent, and each officer of the Placement Agent, with full
power of substitution, the true and lawful agent and attorney-in-fact of the
undersigned, with full power and authority in the undersigned's name, place, and
stead, (A) to amend this Subscription Agreement and the Questionnaire, including
in each case the undersigned's signature page
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thereto, to effect any of the foregoing provisions of this Paragraph A(4), and
(B) execute and deliver on behalf of the undersigned, the following agreement,
substantially in the form included in the Disclosure Materials: the Registration
Rights Agreement.
B. REGISTRATION RIGHTS.
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At the Closing relating to this Subscription, the Company shall deliver
to the undersigned an executed Registration Rights Agreement substantially in
the form included in the Disclosure Materials.
C. REPRESENTATIONS AND WARRANTIES.
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I. INVESTOR REPRESENTATIONS AND WARRANTIES. The undersigned hereby
represents and warrants to, and agrees with, the Company and the Placement
Agent, as follows:
(1) The undersigned has read the Memorandum (including without
limitation the documents incorporated therein by reference (the "INCORPORATED
DOCUMENTS") and the Transaction Documents and fully understands the Memorandum,
the Transaction Documents and the terms of the Offering (as defined in the
instructions attached hereto). With respect to individual or partnership tax and
other economic considerations involved in this investment, the undersigned is
not relying on the Company or the Placement Agent. The undersigned has carefully
considered and has, to the extent the undersigned believes such discussion
necessary, discussed with the undersigned's professional legal, tax, accounting,
and financial advisors the suitability of an investment in the Units for the
undersigned's particular tax and financial situation and has determined that the
Units being subscribed for by the undersigned are a suitable investment for the
undersigned. In this regard, the undersigned understands that while the
Placement Agent will receive compensation in connection with the Offering, it is
not guaranteeing or assuming any responsibility for compliance by the Company of
the terms of such Offering or the Transaction Documents.
(2) The undersigned acknowledges that all documents, records, and
books pertaining to this investment which the undersigned has requested
(including, without limitation, the Disclosure Materials) have been made
available for inspection by the undersigned, the undersigned's attorney,
accountant, or adviser(s).
(3) The undersigned and/or the undersigned's adviser(s) has/have had
a reasonable opportunity to ask questions of, and receive answers from, a person
or persons acting on behalf of the Company concerning the Offering and all such
questions have been answered to the full satisfaction of the undersigned.
(4) The undersigned is not subscribing for Units 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.
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(5) The undersigned: (i) has a pre-existing business relationship
with the Company, the Placement Agent, or one of its respective officers,
directors, or controlling persons; AND (ii) by reason of the undersigned's
business or financial experience or the business or financial experience of the
undersigned's professional advisors who are unaffiliated with, and who are not
compensated by, the Company, the Placement Agent, or any of their respective
affiliates, directly or indirectly, can be reasonably assumed to have the
capacity to protect the undersigned's interests in connection with the
investment in the Units.
(6) If the undersigned is a natural person, the undersigned has
reached the age of majority in the state in which the undersigned resides, has
adequate means of providing for the undersigned's current financial needs and
contingencies, is able to bear the substantial economic risks of an investment
in the Units for an indefinite period of time, has no need for liquidity in such
investment, and, at the present time, could afford a complete loss of such
investment.
(7) The undersigned or the undersigned's purchaser representative,
as the case may be, has such knowledge and experience in financial, tax, and
business matters so as to enable the undersigned to utilize the information made
available to the undersigned in connection with the Offering to evaluate the
merits and risks of an investment in the Units and to make an informed
investment decision with respect thereto.
(8) The undersigned will not sell or otherwise transfer the Units
without registration under the Securities Act of 1933, as amended (the
"SECURITIES ACT"), or applicable state securities laws or an exemption
therefrom. The Units have not been registered under the Securities Act or under
the securities laws of any states. The undersigned represents that the
undersigned is purchasing the Units for the undersigned's own account, for
investment, and not with a view to resale or distribution, except in compliance
with the Securities Act. The undersigned has not offered or sold any portion of
the Units being acquired nor does the undersigned have any present intention of
dividing such Units with others or of selling, distributing, or otherwise
disposing of any portion of such Units either currently or after the passage of
a fixed or determinable period of time or upon the occurrence or non-occurrence
of any predetermined event or circumstance in violation of the Securities Act.
Except as otherwise provided in the Disclosure Materials, the Company has no
obligation to register the Units.
(9) The undersigned recognizes that investment in the Units involves
substantial risks, including loss of the entire amount of such investment.
Further, the undersigned has carefully read and considered the matters set forth
in the Disclosure Materials, and has taken full cognizance of, and understands
all of, the risks related to the purchase of the Units.
(10) The undersigned acknowledges that the certificates and/or
agreements, as the case may be, representing the Notes, shares of Common Stock
and the Warrants shall be stamped or otherwise imprinted with a legend
substantially in the following form and that the Company may issue stop transfer
instructions to the transfer agent of such securities:
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"NEITHER THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES ISSUABLE
UPON THE [CONVERSION][EXERCISE] HEREOF HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER
APPLICABLE FEDERAL OR STATE SECURITIES LAWS, AND HAVE BEEN ISSUED AND
SOLD, OR WILL BE ISSUED UPON CONVERSION, IN RELIANCE UPON EXEMPTIONS
FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS, INCLUDING, WITHOUT
LIMITATION, THE EXEMPTION CONTAINED IN SECTION 4(2) OF THE SECURITIES
ACT. NONE OF SUCH SECURITIES MAY BE SOLD OR TRANSFERRED UNLESS (1) A
REGISTRATION STATEMENT HAS BECOME AND IS THEN EFFECTIVE WITH RESPECT TO
SUCH SECURITIES, (2) SUCH SECURITIES ARE TRANSFERRED PURSUANT TO RULE
144 PROMULGATED UNDER THE SECURITIES ACT (OR ANY SUCCESSOR RULE) OR (3)
THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY
TO IT, TO THE EFFECT THAT THE PROPOSED SALE OR TRANSFER OF SUCH
SECURITIES IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND ALL
OTHER APPLICABLE FEDERAL OR STATE SECURITIES LAWS."
(11) The undersigned acknowledges and agrees that it shall not be
entitled to seek any remedies with respect to the Offering from any party other
than the Company and the Placement Agent. Further, the undersigned acknowledges
that the Placement Agent has been represented by Hand Baldachin & ▇▇▇▇▇▇▇▇ LLP,
and that such counsel has not represented and is not representing the
undersigned.
(12) If this Subscription Agreement is executed and delivered on
behalf of a partnership, corporation, trust, or estate: (i) such partnership,
corporation, trust, or estate has the full legal right and power and all
authority and approval required (a) to execute and deliver, or authorize the
execution and delivery of, this Subscription Agreement and all other instruments
executed and delivered by, or on behalf of, such partnership, corporation,
trust, or estate in connection with the purchase of its Units, (b) to delegate
authority pursuant to a power of attorney, and (c) to purchase and hold such
Units; (ii) the signature of the party signing on behalf of such partnership,
corporation, trust, or estate is binding upon such partnership, corporation,
trust, or estate; and (iii) such partnership, corporation, or trust has not been
formed for the specific purpose of acquiring such Units, unless each beneficial
owner of such entity is qualified as an "ACCREDITED INVESTOR" within the meaning
of Rule 501(a) of Regulation D promulgated under the Securities Act ("REGULATION
D") and has submitted information substantiating such individual qualification.
(13) If the undersigned is a retirement plan or is investing on
behalf of a retirement plan, the undersigned acknowledges that investment in the
Units poses additional risks, including the inability to use losses generated by
an investment in the Units to offset taxable income.
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(14) The undersigned is an accredited investor, as defined in Rule
501(a) of Regulation D and under state securities of "blue sky" laws, as
indicated in the applicable Questionnaire attached hereto and hereby made a part
hereof.
(15) The undersigned shall indemnify and hold harmless the Company,
the Placement Agent, and each respective officer, director, employee, agent,
representative or control person thereof, who is or may be a party to, or is or
may be threatened to be made a party to, any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative, by reason of, or arising from, any actual or alleged
misrepresentation or misstatement of facts or omission to represent or state
facts made or alleged to have been made by the undersigned, or omitted or
alleged to have been omitted by the undersigned, concerning the undersigned or
the undersigned's authority to invest or financial position in connection with
the Offering, including, without limitation, any such misrepresentation,
misstatement, or omission contained in the Questionnaire or any other document
submitted by the undersigned, against losses, liabilities, and expenses
(including reasonable attorneys' fees, judgments, fines, and amounts paid in
settlement) actually and reasonably incurred by the Company, the Placement
Agent, and each respective officer, director, employee, agent, representative or
control person thereof, in connection with such action, suit, or proceeding.
(16) The undersigned has his, her or its principal residence in the
state or jurisdiction set forth on the signature page to this Agreement, and the
address and social security number or federal tax identification number, if any,
set forth below is the true and correct address and social security number or
federal tax identification number of the undersigned. The undersigned has no
present intention of becoming a resident of another state or jurisdiction.
II. COMPANY REPRESENTATIONS AND WARRANTIES. The Company represents
and warrants to, and agrees with the undersigned, as follows:
(1) The Company is duly organized and validly exists as a
corporation in good standing under the laws of the State of Delaware.
(2) The Company has all necessary power and authority to execute and
deliver this Subscription Agreement and each of the other Transactions
Documents, and to perform its obligations hereunder and thereunder to issue the
Securities and to consummate the closing of this Offering; all necessary
corporate action has been duly and validly taken by the Company to authorize the
execution, delivery and performance of the Transaction Documents. The Board of
Directors and the holders of a majority of the outstanding Common Stock have
authorized the creation of "blank check preferred stock" and the Company is
currently in the process of complying with the notice requirements of the
Securities and Exchange Commission in connection therewith (the "SHAREHOLDER
ACTION"). Upon compliance with such requirements, the Board of Directors of the
Company shall approve the terms of, and create, the Series A 9% Cumulative
Convertible Preferred Stock. If accepted by and countersigned on behalf of the
Company, the Transaction Documents will have been duly and validly authorized,
executed and delivered by the Company and constitutes the legal, valid and
binding obligation of the Company
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enforceable against the Company in accordance with their respective terms,
except (i) as the enforceability thereof may be limited by bankruptcy,
insolvency (including, without limitation, all laws relating to fraudulent
transfers), reorganization, moratorium or similar laws affecting enforcement of
creditors' rights generally, (ii) as enforcement thereof is subject to general
principles of equity (regardless of whether enforcement is considered in a
proceeding in equity or at law), and (iii) as enforceability of any
indemnification provision may be limited under the federal and state securities
laws.
(3) The Company has all necessary power and authority to execute,
issue and deliver the Securities and, subject to the consummation of the
Shareholder Action with respect to the shares of Preferred Stock, any securities
issued upon the conversion or exercise of the Securities ("OTHER SECURITIES");
the Securities and, subject to the consummation of the Shareholder Action, the
Other Securities have been duly and validly authorized, and, when duly issued
and delivered to the undersigned, will be duly and validly authorized and
issued, fully paid and non-assessable and will be free and clear of any
preemptive rights and liens.
(4) The Company is not (i) in violation of its charter, by laws or
formation documents or (ii) in default, and no event has occurred which, with
notice or lapse of time or both, would constitute such a default, in the due
performance or observance of any term, covenant or condition contained in any
indenture, mortgage, deed of trust, loan agreement, note, lease, license,
franchise agreement, permit, certificate, contract or other agreement or
instrument to which it is a party or by which it is bound or to which any of its
properties or assets is subject.
(5) The execution and delivery by the Company of the Transaction
Documents, the performance of the obligations of the Company pursuant to each of
the Transaction Documents and the issuance of the Notes, Warrants, and the
Common Stock will not, as of the date the Offering is consummated, and, subject
to the Shareholder Action, the authorization and issuance of the Preferred
Stock, (i) conflict with or result in a breach or violation of any of the terms
or provisions of, or constitute a default under, any indenture, mortgage, deed
of trust, loan agreement, note, lease, license, franchise agreement, permit,
certificate, contract or other agreement or instrument to which the Company is a
party or by which the Company is bound or to which any of the property or assets
of the Company is subject, (ii) result in any violation of the provisions of the
charter, by laws or formation documents of the Company or any statute or any
order, rule or regulation of any court or governmental agency or body having
jurisdiction over the Company or any of their properties or assets, (iii) result
in the imposition or creation of (or the obligation to create or impose) any
lien under any agreement or instrument to which the Company is a party or by
which any of the Company or its properties or assets is bound or (iv) result in
the suspension, termination or revocation of any permit, license, consent,
exemption, franchise, authorization or other approval (each, an "AUTHORIZATION")
of the Company or any other impairment of the rights of the holder of any such
Authorization.
(6) The Company owns or possesses adequate rights to use all
patents, patent applications, trademarks, service marks, trade names, trademark
registrations, service ▇▇▇▇ registrations, copyrights and licenses necessary for
the conduct of its business and has no reason to believe that the conduct of its
business will conflict with, and has not received any notice of
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any claim of conflict with, any such rights of others, in each case except as
could not reasonably be expected to have a material adverse effect on the
business, prospects, financial condition, or results of operations of the
Company. The Company has taken reasonable security measures to protect the
secrecy, confidentiality and value of its intellectual property and other
proprietary information in all respects. The inventories of the Company do not
consist of, in any material amount, items that are obsolete, damaged or
slow-moving. The Company's inventories are in good and merchantable condition in
all material respects, are suitable and usable for the purposes for which they
are intended and are in a condition such that they can be sold in the ordinary
course of business consistent with past practice. All equipment which the
Company owns or in which it has an interest is in good repair and operating
condition, ordinary wear and tear excepted.
(7) The Memorandum did not as of its date, and will not as of the
date of the Initial Closing and each Additional Closing (each a "CLOSING DATE"),
contain any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
(8) (a) Since December 1, 2005, the Company has filed all
reports, schedules, statements and other documents required to be filed by it
with the Securities and Exchange Commission (the "SEC"). Such documents and the
Incorporated Documents filed since December 1, 2005, when they became effective
or were filed with the SEC, as the case may be, conformed in all material
respects to the requirements of the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the SEC thereunder (collectively, the "EXCHANGE
ACT"); and none of such documents contained any untrue statement of a material
fact or omitted to state any material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.
(b) To the knowledge of the Company, from January 1, 2001
through November 30, 2005, the Company filed all reports, schedules, statements
and other documents required to be filed by it with the SEC. To the knowledge of
the Company, such documents and the Incorporated Documents from January 1, 2001
through November 30, 2005, when they became effective or were filed with the
SEC, as the case may be, conformed in all material respects to the requirements
of the Exchange Act; and, to the knowledge of the Company, none of such
documents contained any untrue statement of a material fact or omitted to state
any material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.
(9) Each of the Company and is subsidiaries has been duly
incorporated or formed and is validly existing and in good standing as
corporation in the jurisdiction in which it is organized, is duly qualified to
do business and is in good standing as a foreign corporation in each
jurisdiction in which its ownership or lease of property or the conduct of its
businesses requires such qualification, and has all power and authority
necessary to own, lease or hold its properties and to conduct the businesses in
which it is engaged.
(10) Except as set forth in the Memorandum and/or the Incorporated
Documents, there
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are no actions, suits, proceedings, inquiries or investigations before or by any
court, public board, self-regulatory organization or body or governmental agency
to which the Company is a party or of which any property or assets of any of the
Company is subject which, if determined adversely to the Company, individually
or in the aggregate, might have a material adverse effect on the business,
condition (financial or other) or prospects of the Company, and, to the best of
the Company's knowledge, no such proceedings are threatened or contemplated by
any person, entity or governmental authority.
(11) Since the date of the latest financial statements included the
Incorporated Documents, there has not been any change in the common stock,
equity interests, short-term debt or long-term debt of the Company or any
material adverse change, or any development involving a prospective material
adverse change, in or affecting the business, general affairs, management,
position (financial or otherwise), stockholders' equity, results of operations,
cash flow or earnings of the Company taken as a whole, other than as set forth
in the Incorporated Documents.
(12) The financial statements, including the related notes and
supporting schedules, included in the Incorporated Documents comply in all
material respects with the applicable accounting requirements of the SEC and
present fairly the financial condition, results of operations and changes in
financial position of the Company on the basis stated therein at the respective
dates or for the respective periods to which they apply; such statements and
related schedules and notes have been prepared in accordance with generally
accepted accounting principles in the United States consistently applied
throughout the periods involved.
(13) No consent, approval, authorization or order of, or filing or
registration with, any court or governmental agency or body is required for the
execution, delivery and performance of this Subscription Agreement or any other
Transaction Document by the Company, the issuance of the Securities and the
Other Securities, the performance of the obligations of the Company hereunder
and thereunder and the consummation of the closing of the transactions
contemplated hereby and thereby, except (i) with respect to the transactions
contemplated by the Registration Rights Agreement as may be required under the
Exchange Act, and (ii) for such consents, approvals, authorizations, orders,
filings or registrations which have been obtained or made.
D. UNDERSTANDINGS.
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I. COMPANY COVENANTS. In addition to the other agreements of the
Company in this Subscription Agreement, the Company further agrees as follows:
(1) So long as any of the Securities or Other Securities remain
outstanding and are "restricted securities" within the meaning of Rule 144(a)(3)
under the Securities Act, to make available to any holder of such Securities or
Other Securities in connection with any sale thereof and any prospective
purchaser of such Securities or Other Securities from such holder, upon the
request of such holder or prospective purchaser, the information ("RULE 144A
INFORMATION") required by Rule 144A(d)(4) under the Securities Act if, at the
time of such request, the Company is not subject to Section 13 or 15(d) of the
Exchange Act.
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(2) To conduct this offering of Securities in compliance with the
requirements of Regulation D under the Securities Act and not to sell, offer for
sale or solicit offers to buy or otherwise negotiate in respect of any security
(as defined in the Securities Act) that would be integrated with the sale of the
Securities to the undersigned in a manner that would require the registration of
any such sale of any of the Securities or Other Securities under the Securities
Act.
II. INVESTOR COVENANTS. In addition to the other agreements of the
undersigned in this Subscription Agreement, the undersigned understands,
acknowledges, and agrees with the Company and the Placement Agent as follows:
(1) This Subscription may be rejected, in whole or in part, by the
Company and the Placement Agent, in its sole and absolute discretion, at any
time before the Initial Closing or any Additional Closing, notwithstanding prior
receipt by the undersigned of notice of acceptance of the undersigned's
Subscription.
(2) Except as set forth in paragraph D.II(1) above, the undersigned
hereby acknowledges and agrees that the subscription hereunder is irrevocable by
the undersigned, that, except as may be provided under applicable laws, the
undersigned is not entitled to cancel, terminate, or revoke this Subscription
Agreement or any agreements of the undersigned hereunder and that this
Subscription Agreement and such other agreements shall survive the death or
disability of the undersigned and shall be binding upon and inure to the benefit
of the parties and their heirs, executors, administrators, successors, legal
representatives, and permitted assigns. If the undersigned is more than one
person, the obligations of the undersigned hereunder 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/her heirs, executors, administrators, successors, legal representatives,
and permitted assigns.
(3) No federal or state agency has made any finding or determination
as to the accuracy or adequacy of the Disclosure Materials or as to the fairness
of the terms of this Offering for investment nor any recommendation or
endorsement of the Units.
(4) The Offering is intended to be exempt from registration under
the Securities Act by virtue of Section 4(2) of the Securities Act and the
provisions of Regulation D thereunder, which is in part dependent upon the
truth, completeness, and accuracy of the statements made by the undersigned
herein and in the Questionnaire.
(5) It is understood that in order not to jeopardize the Offering's
exempt status under Section 4(2) of the Securities Act and Regulation D, any
transferee will, at a minimum, be required to fulfill the investor suitability
requirements thereunder.
(6) The Placement Agent will receive compensation in connection with
the Offering, but is not guaranteeing or assuming responsibility for the
operation or possible liability of the Company, including, without limitation,
compliance by the Company with the agreements entered into in connection with
the Offering, and will not supervise or participate in the operation or
management of the Company.
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(7) The undersigned acknowledges that the information contained in
the Disclosure Materials is confidential and non-public and agrees that all such
information shall be kept in confidence by the undersigned and neither used by
the undersigned for the undersigned's personal benefit (other than in connection
with this Subscription) nor disclosed to any third party for any reason;
provided, however, that this obligation shall not apply to any such information
that (i) is part of the public knowledge or literature and readily accessible at
the date hereof, (ii) becomes part of the public knowledge or literature and
readily accessible by publication (except as a result of a breach of this
provision), or (iii) is received from third parties (except third parties who
disclose such information in violation of any confidentiality agreements or
obligations, including, without limitation, any Subscription Agreement entered
into with the Company and/or the Placement Agent).
(8) The representations, warranties, and agreements of the
undersigned contained herein and in any other writing delivered in connection
with the transactions contemplated hereby shall be true and correct in all
respects on and as of the date of the Closing as if made on and as of such date
and shall survive the execution and delivery of this Subscription Agreement and
the purchase of the Units.
(9) Insofar as indemnification for liabilities under the Securities
Act may be permitted to directors, officers, or controlling persons of the
Company, the Company has been informed that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable to such extent.
(10) IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR
OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE
MERITS AND RISKS INVOLVED. THE UNITS HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR
STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING
AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THE
DISCLOSURE MATERIALS OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
(11) THE UNITS (INCLUDING THE SECURITIES ISSUABLE UPON CONVERSION OR
EXERCISE THEREOF) MAY NOT BE TRANSFERRED, RESOLD, OR OTHERWISE DISPOSED OF,
EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PURCHASERS SHOULD BE
AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT
FOR AN INDEFINITE PERIOD OF TIME.
11
(12) SECURITIES LEGENDS:
NASAA UNIFORM LEGEND:
IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS
AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR
STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING
AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS
DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE
SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT
BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION
OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO
BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
FOR RESIDENTS OF ALABAMA, IDAHO, INDIANA, MISSISSIPPI, NORTH CAROLINA, OREGON,
SOUTH CAROLINA, SOUTH DAKOTA, OR TENNESSEE:
IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE COMPANY AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS
AND RISKS INVOLVED. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN RECOMMENDED BY
ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE,
THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE
ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
THE SECURITIES OFFERED HEREBY ARE SUBJECT TO SIGNIFICANT RESTRICTIONS ON
TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED, AMONG OTHER THINGS, UNDER THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS
SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS
INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
FOR RESIDENTS OF ARKANSAS:
THE SECURITIES OFFERED HEREBY ARE OFFERED PURSUANT TO A CLAIM OF
EXEMPTION UNDER SECTION 23-42-504(A)(14) OF THE ARKANSAS SECURITIES ACT AND
SECTION 4(2) OF THE SECURITIES ACT. A REGISTRATION STATEMENT RELATING TO THE
SECURITIES OFFERED HEREBY HAS NOT BEEN FILED WITH
12
THE ARKANSAS SECURITIES DEPARTMENT OR WITH THE SECURITIES AND EXCHANGE
COMMISSION. NEITHER THE DEPARTMENT NOR THE SECURITIES AND EXCHANGE COMMISSION
HAS PASSED UPON THE VALUE OF THE SECURITIES OFFERED HEREBY, MADE ANY
RECOMMENDATIONS AS TO THEIR PURCHASE, APPROVED OR DISAPPROVED THE OFFERING, OR
PASSED UPON THE ADEQUACY OR ACCURACY OF THIS AGREEMENT OR THE DISCLOSURE
MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
FOR RESIDENTS OF CALIFORNIA:
THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA DOES NOT
RECOMMEND OR ENDORSE THE PURCHASE OF THESE SECURITIES. IT IS UNLAWFUL TO
CONSUMMATE A SALE OR TRANSFER OF THE SECURITIES OR ANY INTEREST THEREIN OR TO
RECEIVE ANY CONSIDERATION THEREFOR WITHOUT THE PRIOR CONSENT OF THE COMMISSIONER
OF CORPORATIONS OF THE STATE OF CALIFORNIA EXCEPT AS PERMITTED IN THE
COMMISSIONER'S RULES.
THE SALE OF THE SECURITIES OFFERED HEREBY HAS NOT BEEN QUALIFIED WITH
THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, AND THE ISSUANCE OF
SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION
THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES
IS EXEMPT FROM QUALIFICATION BY SECTIONS 25100, 25102, OR 25105 OF THE
CALIFORNIA CORPORATIONS CODE.
FOR RESIDENTS OF CONNECTICUT:
THE SECURITIES OFFERED HEREBY ARE OFFERED PURSUANT TO A CLAIM OF
EXEMPTION AND HAVE NOT BEEN REGISTERED UNDER SECTION 36-485 OF THE CONNECTICUT
UNIFORM SECURITIES ACT. THE SECURITIES OFFERED HEREBY CANNOT, THEREFORE, BE
RESOLD OR TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THAT ACT OR UNLESS AN
EXEMPTION FROM REGISTRATION IS AVAILABLE.
FOR RESIDENTS OF FLORIDA:
PURSUANT TO SECTION 517.061(11)(A)(5) OF THE FLORIDA SECURITIES ACT,
FLORIDA INVESTORS HAVE A RIGHT TO RESCIND THEIR SUBSCRIPTION AGREEMENTS WITHIN
THREE BUSINESS DAYS AFTER THE DELIVERY OF ANY CONSIDERATION FOR THE SECURITIES.
YOUR WITHDRAWAL WILL BE WITHOUT ANY FURTHER LIABILITY TO YOU. TO ACCOMPLISH SUCH
WITHDRAWAL, YOU NEED ONLY TELEPHONE OR SEND A TELEGRAM (WITHIN SUCH TIME PERIOD)
TO CLEAN WATER TECHNOLOGIES, INC., ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
ROLLING HILLS ESTATES,
13
CALIFORNIA 90274, ATTENTION: PRESIDENT. SHOULD YOU MAKE THIS REQUEST ORALLY, YOU
MUST ALSO SEND A TELEGRAM CONFIRMING YOUR REQUEST.
THE FLORIDA DEPARTMENT OF BANKING AND FINANCE HAS NOT REVIEWED THE
OFFERING OR THESE DISCLOSURE MATERIALS AND THE SECURITIES HAVE NOT BEEN
REGISTERED UNDER THE FLORIDA SECURITIES ACT. UNLESS THESE SECURITIES ARE
REGISTERED, THEY MAY NOT BE SOLD OR TRANSFERRED IN FLORIDA, EXCEPT IN A
TRANSACTION THAT IS EXEMPT UNDER SAID ACT.
FOR RESIDENTS OF ILLINOIS:
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECRETARY
OF STATE OF THE STATE OF ILLINOIS OR THE STATE OF ILLINOIS, NOR HAS THE
SECRETARY OF STATE OF THE STATE OF ILLINOIS PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS OFFERING DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
FOR RESIDENTS OF MAINE:
THESE SECURITIES ARE BEING SOLD PURSUANT TO AN EXEMPTION FROM
REGISTRATION WITH THE BANK SUPERINTENDENT OF THE STATE OF MAINE UNDER SECTION
10502(2)(R) OF TITLE 32 OF THE MAINE REVISED STATUTES. THESE SECURITIES MAY BE
DEEMED RESTRICTED AND AS SUCH THE HOLDER MAY NOT BE ABLE TO RESELL THE
SECURITIES UNLESS PURSUANT TO REGISTRATION UNDER STATE OR FEDERAL SECURITIES
LAWS OR UNLESS AN EXEMPTION UNDER SUCH LAWS EXISTS.
FOR RESIDENTS OF MASSACHUSETTS:
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES LAWS OF MASSACHUSETTS AND MAY NOT BE TRANSFERRED OR SOLD EXCEPT IN
TRANSACTIONS WHICH ARE EXEMPT UNDER THE MASSACHUSETTS SECURITIES LAWS OR
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT.
FOR RESIDENTS OF MISSOURI:
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
MISSOURI UNIFORM SECURITIES ACT AND MAY ONLY BE DISPOSED OF THROUGH A REGISTERED
BROKER-DEALER. IT IS A FELONY TO SELL SECURITIES IN VIOLATION OF THE MISSOURI
SECURITIES ACT.
14
FOR RESIDENTS OF NEW HAMPSHIRE:
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A
SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW
HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT
FILED UNDER RSA 421-B IS TRUE, COMPLETE, AND NOT MISLEADING. NEITHER ANY SUCH
FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR
A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE
MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,
SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY
PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT WITH
THE PROVISIONS OF THIS PARAGRAPH.
FOR NEW JERSEY RESIDENTS:
THE ATTORNEY GENERAL OF THE STATE OF NEW JERSEY HAS NOT PASSED UPON OR
ENDORSED THE MERITS OF THIS OFFERING. THE FILING OF THIS OFFERING WITH THE
BUREAU OF SECURITIES DOES NOT CONSTITUTE APPROVAL OF THE ISSUE OR THE SALE
THEREOF BY THE BUREAU OF SECURITIES OR THE DEPARTMENT OF LAW AND PUBLIC SAFETY
OF THE STATE OF NEW JERSEY. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
FOR NEW YORK RESIDENTS:
NEITHER THIS AGREEMENT NOR THE DISCLOSURE MATERIALS HAS BEEN REVIEWED BY
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK PRIOR TO ITS ISSUANCE AND USE. THE
ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED UPON OR ENDORSED THE
MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
NEITHER THIS AGREEMENT NOR THE DISCLOSURE MATERIALS CONTAINS AN UNTRUE
STATEMENT OF A MATERIAL FACT OR OMITS TO STATE A MATERIAL FACT NECESSARY TO MAKE
THE STATEMENTS MADE, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE,
NOT MISLEADING. THIS AGREEMENT AND THE DISCLOSURE MATERIALS CONTAIN A FAIR
SUMMARY OF THE MATERIAL TERMS AND DOCUMENTS PURPORTED TO BE SUMMARIZED HEREIN.
FOR RESIDENTS OF PENNSYLVANIA:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE PENNSYLVANIA
SECURITIES ACT. THE SECURITIES PURCHASED HEREBY
15
CANNOT BE SOLD OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO A REGISTRATION UNDER
THE PENNSYLVANIA SECURITIES ACT OR UNDER THE SECURITIES ACT. THE SECURITIES
REGULATORY AUTHORITY OF THE COMMONWEALTH OF PENNSYLVANIA HAS NOT APPROVED OR
DISAPPROVED THESE SECURITIES NOR PASSED UPON THE MERITS OF THIS OFFERING OR THE
ACCURACY OR ADEQUACY OF THESE DISCLOSURE MATERIALS, AND ANY REPRESENTATION TO
THE CONTRARY IS UNLAWFUL.
SALES OF THESE SECURITIES TO RESIDENTS OF THE COMMONWEALTH OF
PENNSYLVANIA ARE SUBJECT TO THE FOLLOWING CONDITIONS:
(1) EACH PENNSYLVANIA RESIDENT WHO SUBSCRIBES FOR THESE
SECURITIES MUST AGREE IN WRITING NOT TO SELL OR TRANSFER THESE
SECURITIES FOR A PERIOD OF 12 MONTHS FROM THE DATE OF THE CLOSING OF THE
SALE OF THE SECURITIES OFFERED HEREBY IF SUCH SALE OR TRANSFER WOULD
VIOLATE SECTION 203(D) OF THE PENNSYLVANIA SECURITIES ACT OR THE
REGULATIONS THEREUNDER; AND
(2) EACH PENNSYLVANIA RESIDENT WHO SUBSCRIBES FOR SECURITIES
HAS THE RIGHT, PURSUANT TO SECTION 207(M) OF THE PENNSYLVANIA SECURITIES
ACT OF 1972, TO WITHDRAW HIS SUBSCRIPTION, AND RECEIVE A FULL REFUND OF
ALL MONIES PAID, WITHIN TWO BUSINESS DAYS AFTER THE DATE OF RECEIPT BY
THE ISSUER OF THE INVESTOR'S EXECUTED SUBSCRIPTION AGREEMENT. WITHDRAWAL
WILL BE WITHOUT ANY FURTHER LIABILITY TO ANY PERSON. TO ACCOMPLISH THIS
WITHDRAWAL, A SUBSCRIBER NEED ONLY SEND A LETTER OR TELEGRAM INDICATING
HIS INTENTION TO WITHDRAW TO: CLEAN WATER TECHNOLOGIES, INC., ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ROLLING HILLS ESTATES, CALIFORNIA 90274,
ATTENTION: PRESIDENT. SUCH LETTER OR TELEGRAM SHOULD BE SENT AND
POSTMARKED PRIOR TO THE END OF THE AFOREMENTIONED SECOND BUSINESS DAY.
IT IS PRUDENT TO SEND SUCH LETTER BY CERTIFIED MAIL, RETURN RECEIPT
REQUESTED, TO INSURE THAT IT IS RECEIVED AND ALSO TO EVIDENCE THE TIME
WHEN IT WAS MAILED. IF THE REQUEST IS MADE ORALLY, YOU MUST ALSO SEND A
TELEGRAM CONFIRMING YOUR REQUEST.
16
FOR RESIDENTS OF SOUTH CAROLINA:
IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE COMPANY AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS
AND RISKS INVOLVED. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN RECOMMENDED BY
ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE,
THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE
ADEQUACY THESE DISCLOSURE MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE SECURITIES OFFERED HEREBY ARE SUBJECT TO SIGNIFICANT RESTRICTIONS ON
TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED, AMONG OTHER THINGS, UNDER THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS
SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS
INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
FOR RESIDENTS OF UTAH:
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UTAH
UNIFORM SECURITIES ACT AND CANNOT THEREFORE BE SOLD UNLESS THEY ARE SUBSEQUENTLY
REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
FOR RESIDENTS OF ALL STATES:
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF CERTAIN STATES AND
ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION
REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE INTERESTS ARE SUBJECT IN VARIOUS
STATES TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED
OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE
SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE
FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE
ACCURACY OF ADEQUACY OF THE CONFIDENTIAL TERM SHEET. ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL.
17
FOR FOREIGN INVESTORS:
THE SECURITIES BEING OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES (AS DEFINED
UNDER REGULATION S UNDER THE SECURITIES ACT) OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, A U.S. PERSON UNLESS THE SECURITIES ARE REGISTERED UNDER THE
SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT IS AVAILABLE.
PROSPECTIVE INVESTORS WILL BE REQUIRED TO REPRESENT THAT THEY ARE NOT
U.S. PERSONS AND ARE NOT ACQUIRING THE SECURITIES FOR THE ACCOUNT OR BENEFIT OF
A U.S. PERSON.
E. MISCELLANEOUS.
(1) Capitalized terms used in this Subscription Agreement, if not
otherwise defined herein, shall have the respective meanings attributed to such
terms in the Disclosure Materials. All pronouns and any variations thereof used
herein shall be deemed to refer to the masculine, feminine, impersonal,
singular, or plural, as the identity of the person or persons may require.
(2) Except as set forth in Section A(4) herein, no provision of this
Subscription Agreement shall be waived, modified, changed, discharged,
terminated, revoked, or canceled, except by an instrument in writing signed by
the party effecting the same against whom any change, discharge, or termination
is sought.
(3) Unless otherwise required herein, notices required or permitted
to be given hereunder shall be in writing and shall be deemed to be sufficiently
given when personally delivered or sent by registered mail, return receipt
requested, addressed: (i) if to the Company, at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: President, with a
copy to the Placement Agent, or (ii) if to the undersigned, at the address for
correspondence set forth in the Questionnaire, or at such other address as may
have been specified by written notice given in accordance with this paragraph
E(3).
(4) Failure of the Company to exercise any right or remedy under
this Subscription Agreement or any other agreement between the Company and the
undersigned, or otherwise, or delay by the Company in exercising such right or
remedy, will not operate as a waiver thereof. No waiver by the Company will be
effective unless and until it is in writing and signed by the Company.
(5) This Subscription Agreement shall be governed by, and enforced
and construed in all respects in accordance with, the laws of the New York, as
such laws are applied by New York courts to agreements entered into, and to be
performed in, New York by and between residents of New York, and shall be
binding upon the undersigned, the undersigned's heirs, estate, legal
representatives, successors, and assigns and shall inure to the benefit of the
Company, its
18
successors and assigns. If any provision of this Subscription Agreement is
invalid or unenforceable under any applicable statute or rule of law, then such
provision shall be deemed inoperative to the extent that it may conflict
therewith and shall be deemed modified to the minimum extent required to conform
with such statute or rule of law. Any provision hereof that may prove invalid or
unenforceable under any law shall not affect the validity or enforceability of
any other provision hereof.
(6) This Subscription Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and may be
amended only by a writing executed by both parties hereto.
F. EXECUTION OF AGREEMENT BY POWER OF ATTORNEY.
--------------------------------------------
THE UNDERSIGNED ACKNOWLEDGES THAT THE UNDERSIGNED HAS SIGNED THIS
SUBSCRIPTION AGREEMENT ON THE UNDERSIGNED'S OWN BEHALF, AND NOT BY POWER OF
ATTORNEY, OR, IN THE EVENT THAT THIS AGREEMENT HAS BEEN SIGNED ON THE
UNDERSIGNED'S BEHALF BY POWER OF ATTORNEY, THAT THE UNDERSIGNED REPRESENTS THAT
ATTACHED HERETO IS A TRUE AND COMPLETE COPY OF SUCH POWER OF ATTORNEY.
G. SIGNATURE.
----------
The signature of this Subscription Agreement is contained as part of the
applicable Subscription Package, entitled "Signature Page".
19
A. CLEAN WATER TECHNOLOGIES, INC.
DBA SHEERVISION, INC.
INDIVIDUAL INVESTOR QUESTIONNAIRE
Investor Name: _________________________________
To: Clean Water Technologies, Inc.
The information contained in this Questionnaire is being furnished in
order to determine whether the undersigned's subscription to purchase the Units
described in the Subscription Booklet may be accepted.
ALL INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED
CONFIDENTIALLY. The undersigned understands, however, that the Company may
present this Questionnaire to such parties as it deems appropriate if called
upon to establish that the proposed offer and sale of the Units is exempt from
registration under the Securities Act of 1933, as amended, or meets the
requirements of applicable state securities or "blue sky" laws. Further, the
undersigned understands that the offering is required to be reported to the
Securities and Exchange Commission and to various state securities or "blue sky"
regulators.
IF YOU ARE PURCHASING SECURITIES WITH YOUR SPOUSE, YOU MUST BOTH SIGN
THE SIGNATURE PAGE TO THIS QUESTIONNAIRE.
I. PLEASE INDICATE DESIRED TYPE OF OWNERSHIP OF UNITS.
[_] Individual
[_] Joint Tenants (rights of survivorship)
[_] Tenants in Common (no rights of survivorship)
II. PLEASE CHECK ANY OF THE STATEMENTS 1-5 BELOW THAT APPLIES TO YOU.
[_] 1. I have an individual net worth* or joint net worth with my
spouse in excess of $1,000,000.
[_] 2. I have had an individual income* in excess of $200,000 in each
of the last two calendar years, and I reasonably expect an
individual income in excess of $200,000 in the current
calendar year. NOTE: IF YOU ARE BUYING JOINTLY
----------
* For purposes of this Questionnaire, the term "net worth" means the excess of
total assets over total liabilities. In determining income, an investor
should add to his or her adjusted gross income any amounts attributable to
tax-exempt income received, losses claimed as a limited partner in any
limited partnership, deductions claimed for depletion, contributions to ▇▇▇
or ▇▇▇▇▇ retirement plan, alimony payments, and any amount by which income
from long-term capital gains has been reduced in arriving at adjusted gross
income.
20
WITH YOUR SPOUSE, YOU MUST EACH HAVE AN INDIVIDUAL INCOME IN
EXCESS OF $200,000 IN EACH OF THESE YEARS IN ORDER TO CHECK
THIS BOX.
[_] 3. My spouse and I have had a joint income in excess of $300,000
in each of the last two calendar years, and I reasonably
expect a joint income in excess of $300,000 for the current
calendar year, and I am a resident of Alabama, Arizona,
California, Colorado, Connecticut, Delaware, the District of
Columbia, Florida, Georgia, Hawaii, Idaho, Illinois, Indiana,
Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland,
Massachusetts, Michigan, Minnesota, Mississippi, Missouri,
Montana, Nebraska, Nevada, New Hampshire, New Jersey, New
Mexico, New York, North Carolina, North Dakota, Ohio,
Oklahoma, Oregon, Pennsylvania, Puerto Rico, Rhode Island,
South Carolina, South Dakota, Tennessee, Texas, Vermont,
Virginia, Washington, West Virginia, Wisconsin, or Wyoming, or
a country other than the United States of America.
[_] 4. I am a resident of the Commonwealth of Massachusetts, and my
investment in the Units does not exceed 25% of my net worth
or, if I am married, 25% of the combined net worth of my
spouse and me, excluding principal residence and home
furnishings.
[_] 5. I am a director or executive officer of Clean Water
Technologies, Inc.
III. OTHER CERTIFICATIONS.
By signing the Signature Page, I certify the following (or, if I am
purchasing Units with my spouse as co-owner, each of us certifies the
following):
(a) that I am at least 21 years of age;
(b) that my purchase of Units will be solely for my own account and
not for the account of any other person (other than my spouse,
if co-owner); and
(c) that the name, residence address, and social security or
taxpayer identification number as set forth in this
Questionnaire are true, correct, and complete.
A-2
IV. GENERAL INFORMATION.
(a) PURCHASER.
Name:
--------------------------------------------------------------------------------
Social Security or Taxpayer Identification Number:
--------------------------------------------------------------------------------
Residence Address:
--------------------------------------------------------------------------------
(Number and Street)
--------------------------------------------------------------------------------
(City) (State) (Zip Code)
Residence Telephone Number:
--------------------------------------------------------------------------------
(Area Code) (Number)
Business Name and Address:
--------------------------------------------------------------------------------
(Name of Business)
--------------------------------------------------------------------------------
(Number and Street)
--------------------------------------------------------------------------------
(City) (State) (Zip Code)
Business Telephone Number:
--------------------------------------------------------------------------------
(Area Code) (Number)
I prefer to have correspondence sent to:[_] Residence[_] Business
A-3
(b) SPOUSE, IF CO-OWNER.
Name:
--------------------------------------------------------------------------------
Social Security or Taxpayer Identification Number:
--------------------------------------------------------------------------------
Residence Address (if different from Purchaser's):
--------------------------------------------------------------------------------
(Number and Street)
--------------------------------------------------------------------------------
(City) (State) (Zip Code)
Residence Telephone Number
(if different from
Purchaser's):
-------------------------------------------------------------------
(Area Code) (Number)
Business Name and Address
(if different from
Purchaser's):
------------------------------------------------------------------
(Business Name)
--------------------------------------------------------------------------------
(Number and Street)
--------------------------------------------------------------------------------
(City) (State) (Zip Code)
Business Telephone Number
(if different from
Purchaser's):
-------------------------------------------------------------------
(Area Code) (Number)
I prefer to have correspondence sent to: [_] Residence [_] Business
A-4
CLEAN WATER TECHNOLOGIES, INC.
DBA SHEERVISION, INC.
INDIVIDUAL SIGNATURE PAGE
Your signature on this Individual Signature Page evidences your
agreement to be bound by the QUESTIONNAIRE and the SUBSCRIPTION AGREEMENT.
The undersigned represents that (a) he/she has read and understands this
Subscription Agreement, (b) the information contained in this Questionnaire is
complete and accurate and (c) he/she will telephone ▇▇▇▇▇ ▇▇▇▇▇▇ at (212)
607-5406 immediately if any material change in any of this information occurs
before the acceptance of his/her subscription and will promptly send the Company
written confirmation of such change.
--------------------------------------- ---------------------------------------
Number of Units applied for Date
---------------------------------------
Signature
---------------------------------------
Name (Please Type or Print)
---------------------------------------
Signature of Spouse if Co-Owner
---------------------------------------
Name of Spouse if Co-Owner
(Please Type or Print)
--------------------------------------------------------------------------------
IF YOU ARE PURCHASING UNITS WITH YOUR SPOUSE, YOU MUST BOTH SIGN THIS
SIGNATURE PAGE.
--------------------------------------------------------------------------------
THE UNITS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED
OR DISPOSED OF UNLESS SUCH SECURITIES ARE INCLUDED IN AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL, CONCURRED IN BY
COUNSEL TO THE COMPANY, HAS BEEN DELIVERED TO THE EFFECT THAT REGISTRATION OF
SUCH SECURITIES IS NOT REQUIRED.
A-5
B. CLEAN WATER TECHNOLOGIES, INC.
DBA , SHEERVISION, INC.
TRUST QUESTIONNAIRE
Investor Name: _________________________________
To: CLEAN WATER TECHNOLOGIES, INC.
The information contained in this Questionnaire is being furnished in
order to determine whether the undersigned TRUST's subscription to purchase the
Units described in the Subscription Booklet may be accepted.
ALL INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED
CONFIDENTIALLY. The undersigned TRUST understands, however, that the Company may
present this Questionnaire to such parties as it deems appropriate if called
upon to establish that the proposed offer and sale of the Units is exempt from
registration under the Securities Act of 1933, as amended, or meets the
requirements of applicable state securities or "blue sky" laws. Further, the
undersigned TRUST understands that the offering is required to be reported to
the Securities and Exchange Commission and to various state securities and "blue
sky" regulators.
NOTE: RETIREMENT PLANS SHOULD COMPLETE THE QUESTIONNAIRE IN SECTION E OF THIS
SUBSCRIPTION PACKAGE.
I. PLEASE CHECK STATEMENTS 1 OR 2 BELOW, AS APPLICABLE.
[_] 1. All of the trustees of the TRUST are residents of Alabama,
Arizona, California, Colorado, Connecticut, Delaware, the
District of Columbia, Florida, Georgia, Hawaii, Idaho,
Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland,
Massachusetts, Michigan, Minnesota, Mississippi, Missouri,
Montana, Nebraska, Nevada, New Hampshire, New Jersey, New
Mexico, New York, North Carolina, North Dakota, Pennsylvania,
Ohio, Oklahoma, Oregon, Puerto Rico, Rhode Island, South
Carolina, South Dakota, Tennessee, Texas, Vermont, Virginia,
Washington, West Virginia, Wisconsin, or Wyoming, or a country
other than the United States of America; and
a. the TRUST has total assets in excess of $5,000,000; AND
b. the TRUST was not formed for the specific purpose of
acquiring the Units; AND
c. the purchase by the TRUST is directed by a person who has
such knowledge and experience in financial and business
matters that he/she is capable of evaluating the merits
and risks of an investment in the Units.
B-1
[_] 2. The TRUST is a revocable grantor TRUST which the grantor may
revoke at any time without the consent or approval of any
other person; the grantor retains sole investment control over
the assets of the trust; and
a. the grantor is a natural person whose individual net
worth* or joint net worth with the grantor's spouse
exceeds $1,000,000; or
b. the grantor is a natural person who had an individual
income* in excess of $200,000 in each of the last two
calendar years and who reasonably expects an individual
income in excess of $200,000 in the current calendar year;
or
c. the grantor is a natural person who, together with his or
her spouse, has had a joint income in excess of $300,000
in each of the last two calendar years and who reasonably
expects a joint income in excess of $300,000 in the
current calendar year, and all of the trustees of the
TRUST are residents of Alabama, Arizona, California,
Colorado, Connecticut, Delaware, the District of Columbia,
Florida, Georgia, Hawaii, Idaho, Illinois, Indiana, Iowa,
Kansas, Kentucky, Louisiana, Maine, Maryland,
Massachusetts, Michigan, Minnesota, Mississippi, Missouri,
Montana, Nebraska, Nevada, New Hampshire, New Jersey, New
Mexico, New York, North Carolina, North Dakota, Ohio,
Oklahoma, Oregon, Pennsylvania, Puerto Rico, Rhode Island,
South Carolina, South Dakota, Tennessee, Texas, Vermont,
Virginia, Washington, West Virginia, Wisconsin, or
Wyoming, or a country other than the United States of
America; or
d. the grantor is a director or executive officer of Clean
Water Technologies, Inc.
IF THE TRUST IS A REVOCABLE GRANTOR TRUST, EACH GRANTOR MUST PHOTOCOPY AND
COMPLETE SECTION II BELOW.
II. FOR REVOCABLE GRANTOR TRUSTS ONLY: PLEASE CHECK ANY OF STATEMENTS 1-5
BELOW THAT APPLY TO THE GRANTOR.
[_] 1. I have an individual net worth or joint net worth with my
spouse in excess of $1,000,000.
[_] 2. I have had an individual income in excess of $200,000 in each
of the last two calendar years, and I reasonably expect an
individual income in excess of $200,000 in the current
calendar year. NOTE: IF YOU ARE BUYING JOINTLY WITH YOUR
SPOUSE, YOU MUST EACH HAVE AN INDIVIDUAL INCOME IN EXCESS OF
$200,000 IN EACH OF THESE YEARS IN ORDER TO CHECK THIS BOX.
----------
* For purposes of this Questionnaire, the term "net worth" means the excess of
total assets over total liabilities. In determining income, an investor
should add to his or her adjusted gross income any amounts attributable to
tax-exempt income received, losses claimed as a limited partner in any
limited partnership, deductions claimed for depletion, contributions to ▇▇▇
or ▇▇▇▇▇ retirement plan, alimony payments, and any amount by which income
from long-term capital gains has been reduced in arriving at adjusted gross
income.
B-2
[_] 3. My spouse and I have had a joint income in excess of $300,000
in each of the last two calendar years, and I reasonably
expect a joint income in excess of $300,000 in the current
calendar year, and I am a resident of Alabama, Arizona,
California, Colorado, Connecticut, Delaware, the District of
Columbia, Florida, Georgia, Hawaii, Idaho, Illinois, Indiana,
Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland,
Massachusetts, Michigan, Minnesota, Mississippi, Missouri,
Montana, Nebraska, Nevada, New Hampshire, New Jersey, New
Mexico, New York, North Carolina, North Dakota, Ohio,
Oklahoma, Oregon, Pennsylvania, Puerto Rico, Rhode Island,
South Carolina, South Dakota, Tennessee, Texas, Vermont,
Virginia, Washington, West Virginia, Wisconsin, or Wyoming, or
a country other than the United States of America.
[_] 4. I am a resident of Massachusetts, and my investment in the
Units does not exceed 25% of my net worth or, if I am married,
25% of the combined net worth of my spouse and me, excluding
principal residence and home furnishings.
[_] 5. I am a director or executive officer of Clean Water
Technologies, Inc.
--------------------------------------- ---------------------------------------
Print Name of Grantor(s) Signature of Grantor(s)
III. OTHER CERTIFICATIONS.
By signing the Signature Page, the undersigned certifies the following:
(a) that the TRUST's purchase of the Units will be solely for the
TRUST's own account and not for the account of any other person;
(b) that the TRUST's purchase of the Units is within the investment
powers and authority of the TRUST (as set forth in the declaration
of trust or other governing instrument) and that all necessary
consents, approvals, and authorizations for such purchase have been
obtained and that each person who signs the Signature Page has all
requisite power and authority as trustee to execute this
Questionnaire and the Subscription Agreement on behalf of the
TRUST;
(c) that the TRUST has not been established in connection with either
(i) an employee benefit plan (as defined in Section 3(3) of
Employee Retirement Income Security Act of 1974, as amended
("ERISA")), whether or not subject to the provisions of Title I of
ERISA, or (ii) a plan described in Section 4975(e) (i) of the
Internal Revenue Code; and
(d) that the TRUST's name, address, place of formation, and taxpayer
identification number as set forth in this Questionnaire are true,
correct, and complete.
B-3
IV. GENERAL INFORMATION.
(a) PROSPECTIVE PURCHASER (THE TRUST).
Name:
---------------------------------------------------------------------------
Address:
-----------------------------------------------------------------------
(Number and Street)
--------------------------------------------------------------------------------
(City) (State) (Zip Code)
Address for Correspondence (if different):
--------------------------------------
(Number and Street)
--------------------------------------------------------------------------------
(City) (State) (Zip Code)
Telephone Number:
--------------------------------------------------------------
(Area Code) (Number)
State in which Formed:
---------------------------------------------------------
Date of Formation:
-------------------------------------------------------------
Taxpayer Identification Number:
------------------------------------------------
(b) TRUSTEE(S) WHO ARE EXECUTING THIS QUESTIONNAIRE ON BEHALF OF THE
TRUST.
Name(s) of
Trustee(s):
-----------------------------------------------------
If Grantor Trust, Name(s) of Grantor(s):
------------------------
V. ADDITIONAL INFORMATION.
A TRUST MAY BE REQUIRED TO ATTACH A COPY OF THE TRUST AGREEMENT, DECLARATION OF
TRUST, OR OTHER GOVERNING INSTRUMENT, AS AMENDED, AS WELL AS ALL OTHER DOCUMENTS
THAT AUTHORIZE THE TRUST TO INVEST IN THE UNITS. ALL DOCUMENTATION MUST BE
COMPLETE AND CORRECT.
B-4
CLEAN WATER TECHNOLOGIES, INC.
DBA , SHEERVISION, INC.
TRUST SIGNATURE PAGE
Your signature on this TRUST Signature Page evidences the agreement by
the Trustee(s), on behalf of the TRUST, to be bound by the Questionnaire and the
Subscription Agreement.
1. The undersigned trustees represent that (a) the information
contained in this Questionnaire is complete and accurate and (b) the TRUST will
telephone ▇▇▇▇▇ ▇▇▇▇▇▇ at (▇▇▇) ▇▇▇-▇▇▇▇ immediately if any material change in
any of this information occurs before the acceptance of the TRUST's subscription
and will promptly send the Company written confirmation of such change.
2. The undersigned trustees hereby certify that they have read and
understand this Subscription Agreement.
3. The undersigned trustees hereby represent and warrant that the
persons signing this Subscription Agreement on behalf of the TRUST are duly
authorized to acquire the Units and sign this Subscription Agreement on behalf
of the TRUST and, further, that the undersigned TRUST has all requisite
authority to purchase such Units and enter into this Subscription Agreement.
_______________________________________ _______________________________________
Number of Units applied for Date
Please Type or Print the Exact Legal
Title of Trust as follows; Trustee's _______________________________________
name, as trustee for [Name of Grantor] Title of Trust
under Agreement [or Declaration] of
Trust dated [Date of Trust Formation]
Name of Name of
Trustee:_______________________________ Trustee:_______________________________
(Please Type or Print) (Please Type or Print)
By:____________________________________ By:____________________________________
(Signature of Trustee) (Signature of Trustee)
B-5
THE UNITS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE
TRANSFERRED OR DISPOSED OF UNLESS SUCH SECURITIES ARE INCLUDED IN AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL,
CONCURRED IN BY COUNSEL TO THE COMPANY, HAS BEEN DELIVERED TO THE EFFECT THAT
REGISTRATION OF SUCH SECURITIES IS NOT REQUIRED.
B-6
C. CLEAN WATER TECHNOLOGIES, INC.
DBA SHEERVISION, INC.
PARTNERSHIP QUESTIONNAIRE
Investor Name: _________________________________
To: CLEAN WATER TECHNOLOGIES, INC.
The information contained in this Questionnaire is being furnished in
order to determine whether the undersigned PARTNERSHIP's subscription to
purchase the Units described in the Subscription Booklet may be accepted.
ALL INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED
CONFIDENTIALLY. The undersigned PARTNERSHIP understands, however, that the
Company may present this Questionnaire to such parties as it deems appropriate
if called upon to establish that the proposed offer and sale of the Units is
exempt from registration under the Securities Act of 1933, as amended, or meets
the requirements of applicable state securities or "blue sky" laws. Further, the
undersigned PARTNERSHIP understands that the offering is required to be reported
to the Securities and Exchange Commission and to various state securities and
"blue sky" regulators.
I. PLEASE CHECK ANY OF STATEMENTS 1-3 BELOW THAT APPLIES TO THE
PARTNERSHIP.
[_] 1. The undersigned PARTNERSHIP: (a) has total assets in excess of
$5,000,000; (b) was not formed for the specific purpose of
acquiring the Units; and (c) has its principal place of
business in Alabama, Arizona, Colorado, Connecticut, Delaware,
the District of Columbia, Florida, Georgia, Hawaii, Idaho,
Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine,
Massachusetts, Michigan, Minnesota, Mississippi, Missouri,
Montana, Nebraska, Nevada, New Hampshire, New Jersey, New
Mexico, New York, North Carolina, North Dakota, Ohio,
Oklahoma, Oregon, Pennsylvania, Puerto Rico, Rhode Island,
South Carolina, South Dakota, Tennessee, Vermont, Virginia,
Washington, West Virginia, Wisconsin, or Wyoming, or a country
other than the United States of America.
[_] 2. Each of the partners of the undersigned PARTNERSHIP is able to
certify that such partner meets at least one of the following
three conditions:
a. the partner is a natural person whose individual net
worth* or joint net worth with his or her spouse exceeds
$1,000,000; or
----------
* For purposes of this Questionnaire, the term "net worth" means the excess of
total assets over total liabilities. In determining income, an investor
should add to his or her adjusted gross income any amounts attributable to
tax-exempt income received, losses claimed as a limited partner in any
limited partnership, deductions claimed for depletion, contributions to ▇▇▇
or ▇▇▇▇▇ retirement plan, alimony payments, and any amount by which income
from long-term capital gains has been reduced in arriving at adjusted gross
income.
C-1
b. the partner is a natural person whose individual income*
was in excess of $200,000 in each of the last two calendar
years and who reasonably expects an individual income in
excess of $200,000 in the current calendar year; or
c. the partner is a director or executive officer of Clean
Water Technologies, Inc.
[_] 3. Each of the partners of the undersigned PARTNERSHIP is able to
certify that such partner is a natural person who, together
with his or her spouse, has had a joint income in excess of
$300,000 in each of the last two calendar years and who
reasonably expects a joint income in excess of $300,000 in the
current calendar year, and the undersigned PARTNERSHIP has its
principal place of business in Alabama, Arizona, California,
Colorado, Connecticut, Delaware, the District of Columbia,
Florida, Georgia, Hawaii, Idaho, Illinois, Indiana, Iowa,
Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts,
Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska,
Nevada, New Hampshire, New Jersey, New Mexico, New York, North
Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania,
Puerto Rico, Rhode Island, South Carolina, South Dakota,
Tennessee, Texas, Utah, Vermont, Virginia, Washington, West
Virginia, Wisconsin, or Wyoming, or a country other than the
United States of America.
--------------------------------------------------------------------------------
IF YOU CHECKED STATEMENT 2 OR STATEMENT 3 IN SECTION I AND DID NOT CHECK
STATEMENT 1, YOU MUST PROVIDE A LETTER SIGNED BY A GENERAL PARTNER OF THE
UNDERSIGNED PARTNERSHIP LISTING THE NAME OF EACH PARTNER (WHETHER A GENERAL OR
LIMITED PARTNER) AND THE REASON (UNDER STATEMENT 2 OR STATEMENT 3) SUCH
PARTNER QUALIFIES AS AN ACCREDITED INVESTOR (ON THE BASIS OF NET WORTH,
INDIVIDUAL INCOME, OR JOINT INCOME), OR EACH PARTNER MUST PHOTOCOPY AND
COMPLETE SECTION II BELOW.
--------------------------------------------------------------------------------
C-2
II. IF YOU CHECKED STATEMENT 2 OR STATEMENT 3 IN SECTION I ABOVE, EACH
PARTNER MUST CHECK ANY OF THE STATEMENTS 1-5 BELOW THAT APPLIES TO SUCH
PARTNER AND SIGN WHERE INDICATED.
[_] 1. I have an individual net worth or joint net worth with my
spouse in excess of $1,000,000.
[_] 2. I have had an individual income in excess of $200,000 in each
of the last two calendar years, and I reasonably expect an
individual income in excess of $200,000 in the current
calendar year. NOTE: IF YOU ARE BUYING JOINTLY WITH YOUR
SPOUSE, YOU MUST EACH HAVE AN INDIVIDUAL INCOME IN EXCESS OF
$200,000 IN EACH OF THESE YEARS IN ORDER TO CHECK THIS BOX.
[_] 3. My spouse and I have had a joint income in excess of $300,000
in each of the last two calendar years, and I reasonably
expect a joint income in excess of $300,000 in the current
calendar year, and I am a resident of Alabama, Arizona,
California, Colorado, Connecticut, Delaware, the District of
Columbia, Florida, Georgia, Hawaii, Idaho, Illinois, Indiana,
Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland,
Massachusetts, Michigan, Minnesota, Mississippi, Missouri,
Montana, Nebraska, Nevada, New Hampshire, New Jersey, New
Mexico, New York, North Carolina, North Dakota, Ohio,
Oklahoma, Oregon, Pennsylvania, Puerto Rico, Rhode Island,
South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont,
Virginia, Washington, West Virginia, Wisconsin, or Wyoming, or
a country other than the United States of America.
[_] 4. I am a Massachusetts resident, and my investment in the Units
does not exceed 25% of my net worth or, if I am married, 25%
of the combined net worth of my spouse and me, excluding
principal residence and home furnishings.
[_] 5. I am a director or executive officer of Clean Water
Technologies, Inc.
--------------------------------------- ---------------------------------------
Print Name of Partner(s) Signature of Partner(s)
III. OTHER CERTIFICATIONS.
By signing the Signature Page, the undersigned certifies the following:
(a) that the PARTNERSHIP's purchase of the Units will be solely for the
PARTNERSHIP's own account and not for the account of any other
person; and
(b) that the PARTNERSHIP's name, address of principal place of
business, place of formation, and taxpayer identification number as
set forth in this Questionnaire are true, correct, and complete.
C-3
IV. GENERAL INFORMATION.
(a) PROSPECTIVE PURCHASER (THE PARTNERSHIP)
Name:
---------------------------------------------------------------------------
Address:
-----------------------------------------------------------------------
(Number and Street)
--------------------------------------------------------------------------------
(City) (State) (Zip Code)
Address for Correspondence (if different):
--------------------------------------
(Number and Street)
--------------------------------------------------------------------------------
(City) (State) (Zip Code)
Telephone Number:
--------------------------------------------------------------
(Area Code) (Number)
State in which Formed:
---------------------------------------------------------
Date of Formation:
-------------------------------------------------------------
Taxpayer Identification Number:
------------------------------------------------
(b) THE PERSON WHO IS EXECUTING THIS QUESTIONNAIRE ON BEHALF OF THE
PARTNERSHIP
Name:
---------------------------------------------------------------------------
Position or Title:
-------------------------------------------------------------
(c) IF SECTION II HAS BEEN COMPLETED, NAMES OF INDIVIDUAL PARTNERS
WHOSE SIGNATURES MUST APPEAR ON THE SIGNATURE PAGE TO THIS
QUESTIONNAIRE
Name(s) of Individual Partners:
-------------------------------------------------
C-4
CLEAN WATER TECHNOLOGIES, INC.
DBA SHEERVISION, INC.
PARTNERSHIP SIGNATURE PAGE
Your signature on this Partnership Signature Page evidences the
agreement by the PARTNERSHIP to be bound by the Questionnaire and the
Subscription Agreement.
1. The undersigned PARTNERSHIP hereby represents that (a) the
information contained in this Questionnaire is complete and accurate and (b) the
PARTNERSHIP will notify ▇▇▇▇▇ ▇▇▇▇▇▇ at (▇▇▇) ▇▇▇-▇▇▇▇ immediately if any
material change in any of this information occurs before the acceptance of the
undersigned PARTNERSHIP's subscription and will promptly send the Company
written confirmation of such change.
2. The undersigned PARTNERSHIP hereby certifies that it has read
and understands this Subscription Agreement.
3. The undersigned PARTNERSHIP hereby represents and warrants that
the person signing this Subscription Agreement on behalf of the PARTNERSHIP is a
general partner of the PARTNERSHIP, has been duly authorized by the PARTNERSHIP
to acquire the Units and sign this Subscription Agreement on behalf of the
PARTNERSHIP, and, further, that the undersigned PARTNERSHIP has all requisite
authority to purchase such Units and enter into this Subscription Agreement.
--------------------------------------- ---------------------------------------
Number of Units applied for Date
---------------------------------------
Name of Partnership
(Please Type or Print)
By:
-----------------------------------------------
(Signature)
Name:
----------------------------------
(Please Type or Print)
Title:
---------------------------------
C-5
THE UNITS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE
TRANSFERRED OR DISPOSED OF UNLESS SUCH SECURITIES ARE INCLUDED IN AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL,
CONCURRED IN BY COUNSEL TO THE COMPANY, HAS BEEN DELIVERED TO THE EFFECT THAT
REGISTRATION OF SUCH SECURITIES IS NOT REQUIRED.
C-6
D. CLEAN WATER TECHNOLOGIES, INC.
DBA SHEERVISION, INC.
CORPORATION QUESTIONNAIRE
Investor Name: _________________________________
To: CLEAN WATER TECHNOLOGIES, INC.
The information contained in this Questionnaire is being furnished in
order to determine whether the undersigned CORPORATION'S subscription to
purchase the Units described in the Subscription Booklet may be accepted.
ALL INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED
CONFIDENTIALLY. The undersigned CORPORATION understands, however, that the
Company may present this Questionnaire to such parties as it deems appropriate
if called upon to establish that the proposed offer and sale of the Units is
exempt from registration under the Securities Act of 1933, as amended, or meets
the requirements of applicable state securities or "blue sky" laws. Further, the
undersigned CORPORATION understands that the offering is required to be reported
to the Securities and Exchange Commission and to various state securities and
"blue sky" regulators.
I. PLEASE CHECK ANY OF STATEMENTS 1-5 BELOW THAT APPLIES TO THE
CORPORATION.
[_] 1. The undersigned CORPORATION: (a) has total assets in excess of
$5,000,000; (b) was not formed for the specific purpose of
acquiring any Units; and (c) has its principal place of
business in Alabama, Arizona, Colorado, Connecticut, Delaware,
the District of Columbia, Florida, Georgia, Hawaii, Idaho,
Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine,
Massachusetts, Michigan, Minnesota, Mississippi, Missouri,
Montana, Nebraska, Nevada, New Hampshire, New Jersey, New
Mexico, New York, North Carolina, North Dakota, Ohio,
Oklahoma, Oregon, Pennsylvania, Puerto Rico, Rhode Island,
South Carolina, South Dakota, Tennessee, Vermont, Virginia,
Washington, West Virginia, Wisconsin, or Wyoming, or a country
other than the United States of America.
[_] 2. The undersigned CORPORATION: (a) has total assets in excess of
$14,000,000; (b) was not formed for the specific purpose of
acquiring any Units; and (c) has its principal place of
business in California.
[_] 3. Each of the stockholders of the undersigned CORPORATION is
able to certify that such stockholder meets at least one of
the following two conditions:
D-1
a. the stockholder is a natural person whose individual net
worth* or joint net worth with his or her spouse exceeds
$1,000,000; or
b. the stockholder is a natural person who had an individual
income* in excess of $200,000 in each of the last two
calendar years and who reasonably expects an individual
income in excess of $200,000 in the current calendar year.
[_] 4. Each of the stockholders of the undersigned CORPORATION is
able to certify that such stockholder is a natural person who,
together with his or her spouse, has had a joint income in
excess of $300,000 in each of the last two calendar years and
who reasonably expects a joint income in excess of $300,000 in
the current calendar year, and the undersigned CORPORATION has
its principal place of business in Alabama, Arizona,
California, Colorado, Connecticut, Delaware, the District of
Columbia, Florida, Georgia, Hawaii, Idaho, Illinois, Indiana,
Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland,
Massachusetts, Michigan, Minnesota, Mississippi, Missouri,
Montana, Nebraska, Nevada, New Hampshire, New Jersey, New
Mexico, New York, North Carolina, North Dakota, Ohio,
Oklahoma, Oregon, Pennsylvania, Puerto Rico, Rhode Island,
South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont,
Virginia, Washington, West Virginia, Wisconsin, or Wyoming, or
a country other than the United States of America.
[_] 5. The undersigned CORPORATION is:
a. a bank as defined in Section 3(a)(2) of the Securities
Act; or
b. a savings and loan association or other institution as
defined in Section 3(a)(5)(A) of the Securities Act
whether acting in its individual or fiduciary capacity; or
c. a broker or dealer registered pursuant to Section 15 of
the Securities Exchange Act of 1934, as amended; or
d. an insurance company as defined in Section 2(13) of the
Securities Act; or
e. an investment company registered under the Investment
Company Act of 1940, as amended, or a business development
company as defined in Section 2(a)(48) of the Investment
Company Act of 1940, as amended; or
f. a small business investment company licensed by the U.S.
Small Business Administration under Section 301 (c) or (d)
of the Small Business Investment Act of 1958, as amended;
or
----------
* For purposes of this Questionnaire, the term "net worth" means the excess of
total assets over total liabilities. In determining income, an investor
should add to his or her adjusted gross income any amounts attributable to
tax-exempt income received, losses claimed as a limited partner in any
limited partnership, deductions claimed for depletion, contributions to ▇▇▇
or ▇▇▇▇▇ retirement plan, alimony payments, and any amount by which income
from long-term capital gains has been reduced in arriving at adjusted gross
income.
D-2
g. a private business development company as defined in
Section 202(a)(22) of the Investment Advisers Act of 1940,
as amended.
--------------------------------------------------------------------------------
IF YOU CHECKED STATEMENT 3 OR STATEMENT 4 IN SECTION I AND DID NOT CHECK
STATEMENT 1, YOU MUST PROVIDE A LETTER SIGNED BY AN OFFICER OF THE UNDERSIGNED
CORPORATION LISTING THE NAME OF EACH STOCKHOLDER AND THE REASON (UNDER
STATEMENT 3 OR STATEMENT 4) WHY SUCH STOCKHOLDER QUALIFIES AS AN ACCREDITED
INVESTOR (ON THE BASIS OF NET WORTH, INDIVIDUAL INCOME, OR JOINT INCOME) OR
EACH STOCKHOLDER MUST PHOTOCOPY AND COMPLETE SECTION II BELOW.
--------------------------------------------------------------------------------
II. IF YOU CHECKED STATEMENT 3 OR STATEMENT 4 IN I ABOVE, EACH STOCKHOLDER
MUST CHECK ANY OF THE STATEMENTS 1-5 BELOW THAT APPLIES TO SUCH
STOCKHOLDER AND SIGN BELOW WHERE INDICATED.
[_] 1. I have an individual net worth or joint net worth with my
spouse in excess of $1,000,000.
[_] 2. I have had an individual income in excess of $200,000 in each
of the last two calendar years, and I reasonably expect an
individual income in excess of $200,000 in the current
calendar year. NOTE: IF YOU ARE BUYING JOINTLY WITH YOUR
SPOUSE, YOU MUST EACH HAVE AN INDIVIDUAL INCOME IN EXCESS OF
$200,000 IN EACH OF THESE YEARS IN ORDER TO CHECK THIS BOX.
[_] 3. My spouse and I have had a joint income in excess of $300,000
in each of the last two calendar years, and I reasonably
expect a joint income in excess of $300,000 in the current
calendar year, and I am a resident of Alabama, Arizona,
California, Colorado, Connecticut, Delaware, the District of
Columbia, Florida, Georgia, Hawaii, Idaho, Illinois, Indiana,
Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland,
Massachusetts, Michigan, Minnesota, Mississippi, Missouri,
Montana, Nebraska, Nevada, New Hampshire, New Jersey, New
Mexico, New York, North Carolina, North Dakota, Ohio,
Oklahoma, Oregon, Pennsylvania, Puerto Rico, Rhode Island,
South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont,
Virginia, Washington, West Virginia, Wisconsin, or Wyoming, or
a country other than the United States of America.
D-3
[_] 4. I am a Massachusetts resident, and my investment in the Units
does not exceed 25% of my net worth or, if I am married, 25%
of the combined net worth of my spouse and me, excluding
principal residence and home furnishings.
[_] 5. I am a director or executive officer of Clean Water
Technologies, Inc.
--------------------------------------- ---------------------------------------
Print Name of Unitholder(s) Signature of Unitholder(s)
III. OTHER CERTIFICATIONS.
By signing the Signature Page, the undersigned certifies the following:
(a) that the CORPORATION's purchase of Units will be solely for the
CORPORATION's own account and not for the account of any other
person or entity; and
(b) that the CORPORATION's name, address of principal place of
business, place of incorporation, and taxpayer identification
number as set forth in this Questionnaire are true, correct, and
complete.
D-4
IV. GENERAL INFORMATION.
(a) PROSPECTIVE PURCHASER (THE CORPORATION)
Name:
---------------------------------------------------------------------------
Principal Place of Business:
----------------------------------------------------
(Number and Street)
--------------------------------------------------------------------------------
(City) (State) (Zip Code)
Address for Correspondence (if different):
--------------------------------------
(Number and Street)
--------------------------------------------------------------------------------
(City) (State) (Zip Code)
Telephone Number:
--------------------------------------------------------------
(Area Code) (Number)
State of Incorporation:
---------------------------------------------------------
Date of Formation:
--------------------------------------------------------------
Taxpayer Identification Number:
-------------------------------------------------
Number of Stockholders:
---------------------------------------------------------
(b) INDIVIDUAL WHO IS EXECUTING THIS QUESTIONNAIRE ON BEHALF OF THE
CORPORATION
Name:
---------------------------------------------------------------------------
Position or Title:
--------------------------------------------------------------
(c) IF SECTION II HAS BEEN COMPLETED, NAMES OF INDIVIDUAL
STOCKHOLDERS WHOSE SIGNATURES MUST APPEAR ON THE SIGNATURE PAGE
TO THIS QUESTIONNAIRE
Name(s) of Unitholders:
---------------------------------------------------------
D-5
CLEAN WATER TECHNOLOGIES, INC.
DBA SHEERVISION, INC.
CORPORATION SIGNATURE PAGE
Your signature on this Corporation Signature Page evidences the
agreement by the CORPORATION to be bound by the Questionnaire and the
Subscription Agreement.
1. The undersigned CORPORATION hereby represents that (a) the
information contained in this Questionnaire is complete and accurate and (b) the
CORPORATION will notify ▇▇▇▇▇ ▇▇▇▇▇▇ at (▇▇▇) ▇▇▇-▇▇▇▇ immediately if any
material change in any of the information occurs prior to the acceptance of the
undersigned CORPORATION's subscription and will promptly send the Company
written confirmation of such change.
2. The undersigned CORPORATION hereby certifies that it has read
and understands this Subscription Agreement.
3. The undersigned CORPORATION hereby represents and warrants that
the person signing this Subscription Agreement on behalf of the CORPORATION has
been duly authorized by all requisite action on the part of the CORPORATION to
acquire the Units and sign this Subscription Agreement on behalf of the
CORPORATION and, further, that the undersigned CORPORATION has all requisite
authority to purchase the Units and enter into this Subscription Agreement.
--------------------------------------- ---------------------------------------
Number of Units applied for Date
---------------------------------------
Name of Corporation
(Please Type or Print)
By:
------------------------------------
(Signature)
Name:
----------------------------------
(Please Type or Print)
Title:
---------------------------------
(Please Type or Print)
D-6
THE UNITS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE
TRANSFERRED OR DISPOSED OF UNLESS SUCH SECURITIES ARE INCLUDED IN AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL,
CONCURRED BY COUNSEL TO THE COMPANY, HAS BEEN DELIVERED TO THE EFFECT THAT
REGISTRATION OF SUCH SECURITIES IS NOT REQUIRED.
D-7
E. CLEAN WATER TECHNOLOGIES, INC.
DBA SHEERVISION, INC.
RETIREMENT PLAN QUESTIONNAIRE
Investor Name: _________________________________
To: CLEAN WATER TECHNOLOGIES, INC.
The information contained in this Questionnaire is being furnished in
order to determine whether the undersigned RETIREMENT PLAN's subscription to
purchase the Units described in the Subscription Booklet may be accepted.
ALL INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED
CONFIDENTIALLY. The undersigned RETIREMENT PLAN understands, however, that the
Company may present this Questionnaire to such parties as it deems appropriate
if called upon to establish that the proposed offer and sale of the Units is
exempt from registration under the Securities Act of 1933, as amended, or meets
the requirements of applicable state securities or "blue sky" laws. Further, the
undersigned RETIREMENT PLAN understands that the offering is required to be
reported to the Securities and Exchange Commission and to various state
securities or "blue sky" regulators.
I. PLEASE CHECK ANY OF THE FOLLOWING STATEMENTS, AS APPLICABLE.
[_] 1. The undersigned RETIREMENT PLAN certifies that it is a ▇▇▇▇▇
plan or Individual Retirement Account in which each
participant satisfies at least one of the following
conditions:
a. such person's individual net worth* or joint net worth
with his or her spouse exceeds $1,000,000; or
b. such person had an individual income* in excess of
$200,000 in each of the last two calendar years and
reasonably expects an individual income in excess of
$200,000 in the current calendar year; or
----------
* For purposes of this Questionnaire, the term "net worth" means the excess of
total assets over total liabilities. In determining income, an Investor
should add to his or her adjusted gross income any amounts attributable to
tax-exempt income received, losses claimed as a limited partner in any
limited partnership, deductions claimed for depletion, contributions to ▇▇▇
or ▇▇▇▇▇ retirement plan, alimony payments, and any amount by which income
from long-term capital gains has been reduced in arriving at adjusted gross
income.
E-1
c. such person, together with his or her spouse, had a joint
income in excess of $300,000 in each of the last two
calendar years and reasonably expects a joint income in
excess of $300,000 in the current calendar year and is a
resident of Alabama, Arizona, Colorado, Connecticut,
Delaware, the District of Columbia, Florida, Georgia,
Hawaii, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky,
Louisiana, Maine, Massachusetts, Michigan, Minnesota,
Mississippi, Missouri, Montana, Nebraska, Nevada, New
Hampshire, New Mexico, New York, North Carolina, North
Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Puerto,
Rico, Rhode Island, South Carolina, South Dakota,
Tennessee, Vermont, Virginia, Washington, West Virginia,
Wisconsin, or Wyoming, or a country other than the United
States of America.
2. The undersigned RETIREMENT PLAN certifies that it is an
employee benefit plan within the meaning of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"),
and:
[_] a. The undersigned RETIREMENT PLAN is self-directed, with
investment decisions made solely by persons that are NOT
residents of Alaska, Arkansas, California, Maryland, New
Jersey, Texas, or Utah, AND each such person directing his
account and for whom the investment is being made
satisfies at least one of the following conditions:
(1) such person's individual net worth or joint net worth
with his or her spouse exceeds $1,000,000; or
(2) such person had an individual income in excess of
$200,000 in each of the last two calendar years and
reasonably expects an individual income in excess of
$200,000 in the current calendar year; or
(3) such person together with his or her spouse, had a
joint income in excess of $300,000 in each of the last
two calendar years and reasonably expects a joint
income in excess of $300,000 in the current calendar
year and is a resident of Alabama, Arizona, Colorado,
Connecticut, Delaware, the District of Columbia,
Florida, Georgia, Hawaii, Idaho, Illinois, Indiana,
Iowa, Kansas, Kentucky, Louisiana, Maine,
Massachusetts, Michigan, Minnesota, Mississippi,
Missouri, Montana, Nebraska, Nevada, New Hampshire,
New Mexico, New York, North Carolina, North Dakota,
Ohio, Oklahoma, Oregon, Pennsylvania, Puerto Rico,
Rhode Island, South Carolina, South Dakota, Tennessee,
Vermont, Virginia, Washington, West Virginia,
Wisconsin, or Wyoming, or a country other than the
United States of America.
(4) such person is a director or executive officer of
Clean Water Technologies, Inc.
E-2
[_] b. The undersigned RETIREMENT PLAN has total assets in excess of
$5,000,000 and such Plan is not maintained in Alaska,
California, or New Jersey; or
[_] c. The investment decisions are made by a plan fiduciary as
defined in Section 3(21) of ERISA that (1) is either a bank,
insurance company, or registered investment adviser or (2) is
located in jurisdictions OTHER THAN Alaska, Arkansas,
California, New Jersey, or Texas AND is a savings and loan
association.
--------------------------------------------------------------------------------
IF YOU CHECKED STATEMENT 1 OR STATEMENT 2(a) IN SECTION I ABOVE, EACH
RETIREMENT PLAN PARTICIPANT FOR WHOSE ACCOUNT THE INVESTMENT IS BEING MADE
MUST PHOTOCOPY AND COMPLETE SECTION II BELOW.
--------------------------------------------------------------------------------
II. IF YOU CHECKED STATEMENT 1 OR STATEMENT 2(a) IN SECTION I ABOVE, EACH
RETIREMENT PLAN PARTICIPANT FOR WHOSE ACCOUNT THE INVESTMENT IS BEING
MADE MUST CHECK ANY OF THE STATEMENTS 1-5 BELOW THAT APPLIES TO SUCH
PARTICIPANT.
[_] 1. I have an individual net worth or joint net worth with my
spouse in excess of $1,000,000.
[_] 2. I have had an individual income in excess of $200,000 in each
of the last two calendar years, and I reasonably expect an
individual income in excess of $200,000 in the current
calendar year. NOTE: IF YOU ARE BUYING JOINTLY WITH YOUR
SPOUSE, YOU MUST EACH HAVE AN INDIVIDUAL INCOME IN EXCESS OF
$200,000 IN EACH OF THESE YEARS IN ORDER TO CHECK THIS BOX.
[_] 3. My spouse and I have had a joint income in excess of $300,000
in each of the last two calendar years, and I reasonably
expect a joint income excess of $300,000 in the current
calendar year, and I am a resident of Alabama, Arizona,
Colorado, Connecticut, Delaware, the District of Columbia,
Florida, Georgia, Hawaii, Idaho, Illinois, Indiana, Iowa,
Kansas, Kentucky, Louisiana, Maine, Massachusetts, Michigan,
Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada,
New Hampshire, New Mexico, New York, North Carolina, North
Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Puerto Rico,
Rhode Island, South Carolina, South Dakota, Tennessee,
Vermont, Virginia, Washington, West Virginia, Wisconsin, or
Wyoming, or a country other than the United States of America.
[_] 4. I am a Massachusetts resident, and my investment in the Units
does not exceed 25% of my net worth or, if I am married, 25%
of the combined net worth of my spouse and me, excluding
principal residence and home furnishings.
E-3
[_] 5. I am a director or executive officer of Clean Water
Technologies, Inc.
--------------------------------------- ---------------------------------------
Print Name of Participant Signature of Participant
III. OTHER CERTIFICATIONS.
By signing the Signature Page, the undersigned certifies the following:
(a) that the RETIREMENT PLAN's purchase of Units will be
solely for the RETIREMENT PLAN's own account and not for
the account of any other person or entity;
(b) that the RETIREMENT PLAN's governing documents duly
authorize the type of investment contemplated herein,
and the undersigned is authorized and empowered to make
such investment on behalf of the RETIREMENT PLAN; and
(c). that the RETIREMENT PLAN's name, address, place of
formation, and taxpayer identification number as set
forth in this Questionnaire are true, correct, and
complete.
IV. GENERAL INFORMATION.
(a) PROSPECTIVE PURCHASER (THE RETIREMENT PLAN).
Name:
---------------------------------------------------------------------------
Address:
------------------------------------------------------------------------
(Number and Street)
--------------------------------------------------------------------------------
(City) (State) (Zip Code)
Address for Correspondence (if different):
(Number and Street)
--------------------------------------------------------------------------------
(City) (State) (Zip Code)
Telephone Number:
--------------------------------------------------------------
(Area Code) (Number)
State in which Formed:
----------------------------------------------------------
E-4
Date of Formation:
--------------------------------------------------------------
Taxpayer Identification Number:
-------------------------------------------------
(b) INDIVIDUAL WHO IS EXECUTING THIS QUESTIONNAIRE ON BEHALF OF THE
RETIREMENT PLAN (TRUSTEE FOR AN EMPLOYEE BENEFIT PLAN; CUSTODIAN
FOR AN ▇▇▇ OR ▇▇▇▇▇).
Name:
---------------------------------------------------------------------------
Position or Title:
--------------------------------------------------------------
V. ADDITIONAL INFORMATION.
--------------------------------------------------------------------------------
THE RETIREMENT PLAN MAY BE REQUIRED TO ATTACH COPIES OF ALL DOCUMENTS
GOVERNING THE PLAN AS WELL AS ALL OTHER DOCUMENTS AUTHORIZING THE RETIREMENT
PLAN TO INVEST IN THE UNITS. INCLUDE, AS NECESSARY, THE TRUST AGREEMENT AND
DOCUMENTS DEFINING PERMITTED INVESTMENTS BY THE RETIREMENT PLAN AND
DEMONSTRATING AUTHORITY OF THE SIGNING INDIVIDUAL TO ACT ON BEHALF OF THE
PLAN. ALL DOCUMENTATION MUST BE COMPLETE AND CORRECT.
--------------------------------------------------------------------------------
E-5
CLEAN WATER TECHNOLOGIES, INC.
DBA SHEERVISION, INC.
RETIREMENT PLAN SIGNATURE PAGE
Your signature on this RETIREMENT PLAN Signature Page evidences the
agreement by the RETIREMENT PLAN to be bound by the Questionnaire and the
Subscription Agreement.
1. The undersigned RETIREMENT PLAN hereby represents that (a) the
information contained in this Questionnaire is complete and accurate and (b) the
RETIREMENT PLAN will notify ▇▇▇▇▇ ▇▇▇▇▇▇ at (▇▇▇) ▇▇▇-▇▇▇▇ immediately if any
material change in any of the information occurs prior to the acceptance of the
undersigned RETIREMENT PLAN's subscription and will promptly send the Company
written confirmation of such change.
2. The undersigned RETIREMENT PLAN hereby certifies that it has
read and understands this Subscription Agreement.
3. The undersigned RETIREMENT PLAN hereby represents and warrants
that the person signing this Subscription Agreement on behalf of the RETIREMENT
PLAN has been duly authorized to acquire the Units and sign this Subscription
Agreement on behalf of the RETIREMENT PLAN and, further, that the undersigned
RETIREMENT PLAN has all requisite authority to purchase the Units and enter into
this Subscription Agreement.
--------------------------------------- ---------------------------------------
Number of Units applied for Date
---------------------------------------
Name of Retirement Plan
(Please Type or Print)
By:
-----------------------------------
(Signature)
Name:
----------------------------------
(Please Type or Print)
Title:
--------------------------------
(Please Type or Print)
E-6
THE UNITS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED
OR DISPOSED OF UNLESS SUCH SECURITIES ARE INCLUDED IN AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL, CONCURRED IN BY
COUNSEL TO THE COMPANY, HAS BEEN DELIVERED TO THE EFFECT THAT REGISTRATION OF
SUCH SECURITIES IS NOT REQUIRED.
E-7