SUBSCRIPTION AGREEMENT INSTRUCTIONS
INSTRUCTIONS
Each
subscriber must complete and sign the Subscription Agreement in accordance
with
the following instructions. Subscribers must meet certain requirements in order
for Quest Group International, Inc. (the
"Company"), a Nevada corporation, to comply with the offering exemptions from
registration and qualification under the Federal Securities Act of 1933, as
amended, and applicable state securities laws. The Company will be relying
on
the accuracy and completeness of information provided in the Subscription
Agreement to establish the qualifications of prospective investors and the
Company's legal right to sell these securities. The Subscription Agreement
will
at all times be kept strictly confidential, unless necessary to establish the
legality of a prospective investor's participation in the offering. The Company
should be contacted immediately if there is any change in the information the
prospective investor has provided.
|
1.
|
Complete
and sign the SUBSCRIPTION AGREEMENT.
|
|
2.
|
The
following sets forth the number of signatures required for different
forms
of ownership:
|
|
Form
of Ownership:
|
Signatures
Required
|
|
Individual:
|
One
signature required.
|
|
Joint
Tenants With
|
|
|
Right
of Survivorship:
|
Both
parties must sign.
|
|
Tenants
in Common:
|
All
parties must sign.
|
|
Community
Property:
|
One
signature required if security will be held in one name; two signatures
required if security will be held in both names.
|
|
Corporation:
|
Signature
of authorized officer or officers required.
|
|
Partnership:
|
Signature
of general partner required; additional signatures only if required
by
partnership agreement.
|
|
Trust:
|
Trustee's
signature must indicate "Trustee for the __________
Trust."
|
|
Other
Entities:
|
As
required by the applicable document governing such
entity.
|
Quest
Group International, Inc.
▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇
Los
Angeles, California 90064
PHONE:
(▇▇▇)
▇▇▇-▇▇▇▇
FAX:
(▇▇▇)
▇▇▇-▇▇▇▇
THIS
SUBSCRIPTION AGREEMENT made this 16th
day of
May, 2007, by and between Quest Group International, Inc., a Nevada corporation
(the "Company"), and _____________________________ (the "Subscriber"), who,
for
and in consideration of the mutual promises and covenants set forth herein,
do
hereto agree as follows:
1. Subscription.
The
Subscriber hereby subscribes for _____________ shares of the Company’s common
stock (the “Shares”) at a purchase price of $.50 per share which
the
Subscriber has tendered herewith in good funds as payment for said ▇▇▇▇▇▇.
The
subscription evidenced by this Subscription Agreement ("Subscription") is an
irrevocable offer by the Subscriber to subscribe for the Shares offered by
the
Company, and, subject to the terms hereof, shall become upon the acceptance
thereof by the Company a contract for the sale of said securities. Upon
acceptance of this subscription by the Company, the net proceeds will
be
available for immediate use by the Company. Subscription Agreements and
subscription funds should be sent to the Company.
2. Acceptance.
This
Subscription Agreement is made subject to the Company's discretionary right
to
accept or reject the subscription herein in whole or in part, and the Subscriber
will be promptly notified as to whether the subscription has been accepted.
If
the Company shall for any reason reject all or part of this Subscription, the
amount paid by the Subscriber with respect to the rejected Subscription, or
part
thereof, will be refunded, without interest. Acceptance of this Subscription
by
the Company will be evidenced by the execution hereof by an officer of the
Company.
3. Subscriber
Representations.
The
Subscriber hereby represents and warrants that:
(a) The
Subscriber's representations in this Subscription Agreement are complete and
accurate to the best of the Subscriber's knowledge, and the Company and any
sales agent may rely upon them. The Subscriber will notify the Company and
any
such agent immediately if any material change occurs in any of this information
before the sale of the Shares.
(b) The
Subscriber is aware that the Shares are a very speculative investment in a
company with an untested business plan. The Subscriber is able to bear the
economic risk of an investment in the Shares for an indefinite period of time,
can afford the loss of the entire investment in the Shares, and will, after
making an investment in the securities, have sufficient means of providing
for
Subscriber’s current needs and possible future contingencies. Additionally, the
Subscriber's overall commitment to investments which are not readily marketable
is not disproportionate to Subscriber’s net worth and this Subscription will not
cause such overall commitment to become excessive.
(c) The
Shares subscribed for herein will not be sold by the Subscriber without
registration under applicable securities acts or a proper exemption from such
registration. The Subscriber also understands and agrees that the Shares will
be
subject to additional restrictions on transferability that are imposed by the
participation agreement.
(d) The
Shares subscribed for herein are being acquired for the Subscriber's own account
and risk, for investment purposes, and not on behalf of any other person or
with
a view to, or for resale in connection with, any distribution thereof within
the
meaning of the Securities Act of 1933. The Subscriber is aware that there are
substantial restrictions on the transferability of the Shares.
2
(e) The
Subscriber has had access to any and all information concerning the Company
which the Subscriber and the Subscriber's financial, tax and legal advisors
required or considered necessary to make a proper evaluation of this investment.
In making the decision to purchase the Shares herein subscribed for, the
Subscriber and his or her advisers have relied solely upon their own independent
investigations, and fully understand that there are no guarantees, assurances
or
promises in connection with any investment hereunder and understand that the
particular tax consequences arising from this investment in the Company will
depend upon the individual circumstances of the Subscriber. The Subscriber
further understands that no opinion is being given as to any securities or
tax
matters involving the offering.
(f) All
of
the representations and warranties of the Subscriber contained herein and all
information furnished by the Subscriber to the Company are true, correct and
complete in all respects, and the Subscriber agrees to notify the Company
immediately of any change in any representation, warranty or other information
set forth herein.
(g) The
Subscriber also understands and agrees that stop transfer instructions relating
to the Shares will be placed in the Company's stock transfer ledger, and that
the certificates evidencing the Shares sold will bear legends in substantially
the following form:
|
The
securities represented by this certificate have not been registered
under
the Securities Act of 1933 (the "Act") and are "restricted securities"
as
that term is defined in Rule 144 under the Act. The securities may
not be
offered for sale, sold or otherwise transferred except pursuant to
an
effective registration statement under the Act or pursuant to an
exemption
from registration under the Act, the availability of which is to
be
established to the satisfaction of the
Company.
|
(h) Subscriber
has been given the unrestricted opportunity to ask questions of, and receive
answers from, the Company, or persons acting on its behalf, concerning the
terms
and conditions of, and all other matters relating to the offering, and has
been
given the unrestricted opportunity to obtain such additional information with
respect to the offering as he has desired, including, but not limited to, any
additional information necessary to verify the accuracy of the information
set
forth in the attached documentation. The undersigned has carefully read the
Company's Private Placement Memorandum, dated May 11, 2007(the
“Memorandum”),
annual
report on Form 10-KSB, dated September, 30, 2006, Form 10-QSB, dated
December
31,
2006, current report on Form 8-K, dated April 27, 2007, and definitive proxy
statement relating to the Company’s annual meeting that was held on March 26,
2007 (collectively, the “SEC Filings”). Except as set forth in this Subscription
Agreement and the SEC Filings, the Subscriber is not relying on any
representations, warranties or information from the Company in making an
investment decision.
(i) The
Subscriber knows that the Shares subscribed for herein are offered and sold
pursuant to exemptions from registration under the Securities Act of 1933,
and
state securities law based, in part, on these warranties and representations,
which are the very essence of this Subscription Agreement, and constitute a
material part of the bargained-for consideration without which this Subscription
Agreement would not have been executed.
(j) By
reason
of the Subscriber's business or financial experience or the business or
financial experience of professional advisors who are unaffiliated with and
who
are not compensated by the Company or any affiliate or selling agent of the
Company, directly or indirectly, the Subscriber has the capacity to protect
Subscriber’s own interest in connection with this transaction or has a
pre-existing personal or business relationship with the Company or one or more
of its officers, directors or controlling persons consisting of personal or
business contacts of a nature and duration such as would enable a reasonably
prudent purchaser to be aware of the character, business acumen and general
business and financial circumstances of such person with whom such relationship
exists.
(k) This
Subscription Agreement when fully executed and delivered by the Company will
constitute a valid and legally binding obligation of the Subscriber, enforceable
in accordance with its terms. The Subscriber, if it is a partnership, joint
venture, corporation, trust or other entity, was not formed or organized for
the
specific purpose of acquiring the Shares. The purchase of the Shares by the
Subscriber, if it is an entity investor, is a permissible investment in
accordance with the Subscriber's Articles of Incorporation, by-laws, partnership
agreement, declaration of trust or other similar charter document, and has
been
duly approved by all requisite action by the entity's owners, directors,
officers or other authorized managers. The person signing this document and
all
documents necessary to consummate the purchase of the shares has all requisite
authority to sign such documents on behalf of the Subscriber, if it is an entity
investor.
3
(l) The
Subscriber has not duplicated or distributed the Memorandum to anyone other
than
his personal advisors, and will not do so in the future.
(m) The
Shares offered hereby were not offered to the Subscriber by way of general
solicitation or general advertising and at no time was the Subscriber presented
with or solicited by means of any leaflet, public promotional meeting, circular,
newspaper or magazine article, radio or television advertisement.
(n) By
entering into this Subscription Agreement, the undersigned Subscriber
acknowledges receipt of the Memorandum.
(o) If
initialed below, the Subscriber represents that Subscriber is an "accredited
investor" as defined under Rule 501 of Regulation D by reason of:
FOR
INDIVIDUALS ONLY (INITIAL IF APPLICABLE):
|
______
Initial
Here
|
1. I
had individual income (exclusive of any income attributable to my
spouse)
in excess of $200,000 in each of the most recent two years and I
reasonably expect to have an individual income in excess of $200,000
for
the current year, or I had joint income with my spouse in excess
of
$300,000 in each of those years and I reasonably expect to have a
joint
income with my spouse in excess of $300,000 for the current
year.
|
|
|
______
Initial
Here
|
2. I
have an individual net worth, or my spouse and I have a combined
individual net worth, in excess of $1,000,000. For
purposes of this Subscription Agreement, "individual net worth" means
the
excess of total assets at fair market value, including home and personal
property, over total liabilities.
|
|
|
______
Initial
Here
|
3. I
am qualified as an "accredited investor" pursuant to Rule 501(a)
of
Regulation D of the 1933 Act for the following reason:
__________________________________________________________________
|
|
FOR
CORPORATIONS AND PARTNERSHIPS ONLY (INITIAL IF APPLICABLE):
|
______
Initial
Here
|
1. The
undersigned hereby certifies that the Partnership or Corporation
which
he/she represents possesses total assets in excess of $5,000,000
and was
not formed for the specific purpose of acquiring the securities offered
by
Company.
|
|
______
Initial
Here
|
2. The
undersigned hereby certifies personally, and on behalf of the Partnership
or Corporation which he/she represents, that all of the beneficial
owners
of equity qualify individually as accredited investors under the
individual accredited investor test set forth above.
|
|
FOR
TRUSTS ONLY (INITIAL IF APPLICABLE):
|
______
Initial
Here
|
1. The
undersigned hereby certifies that the trust which he/she represents
possesses total assets in excess of $5,000,000 and was not formed
for the
specific purpose of acquiring the securities offered by Company,
and that
the purchase of the securities is directed by a sophisticated person
as
described in Rule 506(b)(2)(ii) of the Act.
|
|
|
______
Initial
Here
|
2. The
undersigned hereby certifies personally, and on behalf of the trust
that
he/she represents, that such trust is a revocable trust which may
be
amended or revoked at any time by the grantors, and all the grantors
are
accredited individual investors under the individual accredited investor
test set forth above.
|
|
4
FOR
TRUSTEES AND AGENTS (READ AND INITIAL BOTH STATEMENTS):
|
______
Initial
Here
|
1.
The
undersigned hereby acknowledges that he/she is acting as an agent
or
trustee for the following person or entity:
|
|
|
______
Initial
Here
|
2. The
undersigned ▇▇▇▇▇▇ agrees to provide to Company, upon Company's request,
the following documents:
(a)
a
copy of the trust agreement, power of attorney or other instrument
granting the power and authority to execute and deliver the Subscription
Agreement, or
(b)
an
opinion of counsel verifying the undersigned's power and authority
to
execute and deliver the Subscription Agreement.
|
|
FOR
RETIREMENT OR EMPLOYEE BENEFIT PLANS (INITIAL IF APPLICABLE):
|
______
Initial
Here
|
1.
The
undersigned hereby certifies that the plan which he/she represents
is an
employee benefit plan within the meaning of the Employment Retirement
Income Security Act of 1974 ("ERISA") and that either
|
|
|
|
||
|
______
Initial
Here
|
|
(a)
the
decision to invest in the securities was made by a plan fiduciary,
as
defined in Section 3(21) of ERISA, which is either a bank, savings
and
loan association, insurance company, or registered investment advisor,
or
|
|
|
||
|
______
Initial
Here
|
(b)
the
employee benefit plan has total assets in excess of $5,000,000,
or
|
|
|
|
||
|
______
Initial
Here
|
(c)
the
plan is a self-directed plan, the decision to invest in the securities
was
made solely by a person that is an accredited investor, and each
of the
following statements is true with respect to that plan:
· the
plan provides for segregated accounts for each plan
participant,
· the
document governing the plan provides each participant with the power
to
direct each particular investment to the extent of the participant's
voluntary contributions plus any portion of employer contributions
that
have vested to the participant's benefit, and
· the
decision to invest in the securities was made pursuant to the plan
participant's power to direct the investment of his or her account
in the
plan trust.
|
As
evidence of the foregoing, the undersigned will complete if requested a
Purchaser Questionnaire in the form attached hereto, the contents of which,
if
completed, are hereby certified to be correct.
4.
Indemnification.
The
Subscriber understands that the offer of the Shares was made in reliance upon
Subscriber's representations and warranties set forth in Section 3 above. The
Subscriber hereby agrees, except to the extent specifically prohibited by
applicable law, to indemnify the Company and each of its affiliates and to
defend and hold each of them harmless from and against any loss, claim, damage,
liability, cost or expense (including reasonable attorneys' fees) due to or
arising out of a breach of any representation, warranty or agreement of the
Subscriber contained in this Agreement or in any other document provided by
the
Subscriber to the Company in connection with the Subscriber's purchase of the
Shares.
5
5. Company
Representations.
The
Company hereby represents and warrants that:
(a)
Due
Authorization and Valid Issuance.
The
Company has all requisite power and authority to execute, deliver and perform
its obligations under the Subscription Agreement and the Registration Rights
Agreement referred to in the Memorandum (collectively, the "Transaction
Documents"), and the Transaction Documents have been duly authorized and validly
executed and delivered by the Company and constitute legal, valid and binding
agreements of the Company enforceable against the Company in accordance with
their terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, fraudulent conveyance, moratorium or similar laws
affecting creditors' and contracting parties' rights generally and except as
enforceability may be subject to general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at
law).
(b)
Non-Contravention.
The
execution and delivery of the Transaction Documents by the Company, the issuance
and sale of the Shares to be sold by the Company under this Subscription
Agreement, the fulfillment of the terms of the Subscription Agreement by the
Company and the consummation by the Company of the transactions contemplated
hereby and thereby will not (A) conflict with or constitute a violation of,
or default (with the passage of time or otherwise) under (i) any material
bond, debenture, note or other evidence of indebtedness, or under any material
lease, contract, indenture, mortgage, deed of trust, loan agreement, joint
venture or other agreement or instrument to which the Company is a party or
by
which the Company or its properties are bound, (ii) the charter, by-laws or
other organizational documents of the Company, or (iii) any material law,
administrative regulation, ordinance or order of any court or governmental
agency, arbitration panel or authority applicable to the Company or its
properties, or (B) result in the creation or imposition of any lien,
encumbrance, claim, security interest or restriction whatsoever upon any of
the
material properties or assets of the Company or an acceleration of indebtedness
pursuant to any obligation, agreement or condition contained in any material
bond, debenture, note or any other evidence of indebtedness or any material
indenture, mortgage, deed of trust or any other agreement or instrument to
which
the Company is a party or by which it is bound or to which any of the property
or assets of the Company is subject. No consent, approval, authorization or
other order of, or registration, qualification or filing with, any regulatory
body, administrative agency, or other governmental body in the United States
is
required for the execution and delivery of the Transaction Documents by the
Company and the valid issuance and sale of the Shares to be sold by the Company
pursuant to the Agreements, other than such as have been made or obtained,
and
except for any post-closing securities filings or notifications required to
be
made under federal or state securities laws.
(c)
Private
Placement Memorandum.
The
Memorandum of the Company delivered to Subscriber is true and correct in all
material respects as of the date hereof.
6.
Registration
of the Shares; Compliance with the Securities Act.
Pursuant to the Registration Rights Agreement as described in the Memorandum,
the Company shall file a registration statement with the Securities and Exchange
Commission ("SEC") no later than 45 days from the closing date of the offering
to which this Agreement is a part. The Company will use its best efforts to
cause the registration statement to be declared effective by the SEC no later
than 120 days from such closing date.
7. Anti-Dilution.
If, at
any time and from time to time during the period commencing on the date that
the
Registration Statement is effective and ending on the first anniversary of
such
effective date, the Company issues additional shares of Common Stock or
securities which would entitle the holder thereof to acquire at any time Common
Stock (the “Additional
Shares”)
at a
price or exercise price per share of Common Stock less than $0.50 (subject
to
adjustment for splits, recapitalizations, reorganizations), then the Company
shall provide notice thereof to the Subscribers, and within ten business days,
from receipt of notice the Subscribers or any of them shall have the right
to
purchase at the par value thereof such number of additional shares of Common
Stock so that the effective purchase price per share payable by the Subscribers
shall be the same per share purchase price of the Additional Shares.
Notwithstanding the foregoing, no adjustment will be made in respect of
(a) shares of Common Stock or options to employees, consultants officers or
directors of the Company pursuant to any stock or option plan or other
arrangement duly adopted by the Board of Directors of the Company,
(b) securities upon the exercise of or conversion of any securities issued
at the Closing, or convertible securities, options or warrants issued and
outstanding on the Closing, and (c) securities issued pursuant to strategic
transactions with an operating company in a business synergistic with the
business of the Company and in which the Company receives benefits in addition
to the investment of funds or pursuant to acquisitions or equipment leases,
but
shall not include a transaction in which the Company is issuing securities
primarily for the purpose of raising capital or to an entity whose primary
business is investing in securities.
6
8. Entire
Agreement.
This
Agreement, along with the Registration Rights Agreement and the Memorandum,
executed concurrently herewith, constitute the entire agreement between the
parties hereto pertaining to the subject matter hereof, and any and all other
written or oral agreements relating to such subject matter are expressly
cancelled.
9. Survival
of Representations.
Notwithstanding any investigation made by any party to this Subscription
Agreement, all representations, warranties, acknowledgments and agreements
made
by the Company and the Subscriber shall survive the execution of this
Subscription Agreement, the delivery of the Shares, and the payment
thereof.
10. Waiver.
No
waiver or modification of any of the terms of this Subscription Agreement shall
be valid unless in writing. No waiver of a breach of, or default under, any
provision hereof shall be deemed a waiver of such provision or of any subsequent
breach or default of the same or similar nature or of any other provision or
condition of this Subscription Agreement.
11. Notices.
Except
as otherwise required in this Subscription Agreement, any notice required or
permitted under this Subscription Agreement shall be given in writing and shall
be deemed effectively given upon personal delivery or upon deposit with the
United States Post Office, by registered or certified mail, postage prepaid,
addressed as follows:
|
To
the Company:
|
▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇,
|
|
Los
Angeles, California 90064
|
|
|
Attention:
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
|
|
| To the Subscriber: | At the address set forth beneath the Subscriber’s signature |
12.
Headings.
The
headings of the various sections of this Agreement have been inserted for
convenience of reference only and shall not be deemed to be part of this
Agreement.
13.
Severability.
In case
any provision contained in this Agreement should be invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of
the
remaining provisions contained herein shall not in any way be affected or
impaired thereby.
14.
Governing
Law.
This
Agreement shall be governed by, and construed in accordance with, the internal
laws of the State of California, without giving effect to the principles of
conflicts of law.
15.
Counterparts.
This
Agreement may be executed in two or more counterparts, each of which shall
constitute an original, but all of which, when taken together, shall constitute
but one instrument, and shall become effective when one or more counterparts
have been signed by each party hereto and delivered to the other
parties.
16.
Successors
and Assigns.
This
Agreement shall inure to the benefit of and be binding upon the successors
and
permitted assigns of the Company and the Subscriber, including without
limitation and without the need for an express assignment, affiliates of the
Investor. With respect to transfers that are not made pursuant to the
Registration Rights Agreement, the rights and obligations of an investor under
this Agreement shall be automatically assigned by the Subscriber to any
transferee of all or any portion of the Subscriber's Shares who is a Permitted
Transferee (as defined below); provided, however, that within two business
days
prior to the transfer, (i) the Company is provided notice of the transfer
including the name and address of the transferee and the number of Shares
transferred; and (ii) that such transferee agrees in writing to be bound by
the terms of this Agreement. (For purposes of this Agreement, a "Permitted
Transferee" shall mean any person who (a) is an "accredited investor," as
that term is defined in Rule 501(a) of Regulation D under the
Securities Act and (b) is a transferee of at least 25% of the Subscriber's
Shares received in a transaction permitted under the securities laws of the
United States). Upon any transfer permitted by the second sentence of this
Section 17, the Company shall be obligated to such transferee to perform
all of its covenants under this Agreement as if such transferee were an
Subscriber.
7
18.
Provisions
Pertaining to the Escrow Agent.
The
undersigned acknowledges that ▇▇▇▇▇ Fargo Bank, N.A. is acting
solely as Escrow Holder in connection with the offering of Shares and makes
no recommendation with respect thereto. ▇▇▇▇▇ Fargo Bank, N.A. has
made no investigation regarding the Offering, the Company or any other person
or
entity involved in the Offering.
19. Form
of Ownership.
Please
indicate the form of ownership which the Subscriber desires for the
Shares:
|
___
|
Individual
|
|
___
|
Joint
Tenants with Right of Survivorship
|
|
___
|
Tenants
in Common
|
|
___
|
Community
Property
|
|
___
|
Trust
|
|
___
|
Corporation
|
|
___
|
Partnership
|
|
___
|
Other:
|
8
[Signature
Page For Individual]
DATED
this ___ day of _________________, 2007.
|
__________________________________
|
|
|
(Signature)
|
|
|
__________________________________
|
|
|
(Name
- Please Print)
|
|
|
__________________________________
|
|
|
(Primary
Place of Residence)
|
|
|
__________________________________
|
|
|
(City,
State and ZIP Code)
|
|
|
__________________________________
|
|
|
(Telephone
Number - Residence)
|
|
|
__________________________________
|
|
|
(Telephone
Number - Business)
|
ACCEPTED
this ____ day of _____________, 2007.
QUEST
GROUP INTERNATIONAL, INC.
By___________________________________
9
[Signature
Page For Corporation or Other Entity]
DATED
this ___ day of _________________, 2007.
|
__________________________________
|
|
|
(Name
of Entity)
|
|
|
__________________________________
|
|
|
(Signature
of Authorized Person)
|
|
|
__________________________________
|
|
|
(Name
and Title - Please Print)
|
|
|
__________________________________
|
|
|
(Business
Address)
|
|
|
__________________________________
|
|
|
(City,
State and ZIP Code)
|
|
|
__________________________________
|
|
|
(Telephone
Number - Business)
|
ACCEPTED
this ____ day of _____________, 2007.
QUEST
GROUP INTERNATIONAL, INC.
By___________________________________
10
PURCHASER
QUESTIONNAIRE
(Individual)
The
purpose of this Questionnaire is to assure that each investor will meet the
standards imposed by certain exemptions from registration under the Securities
Act of 1933, as amended, and all applicable state laws.
If
the
response to any item is "none" or "not applicable", please
so indicate.
Where
multiple choices are offered, select and check only the most applicable and
correct one.
YOUR
RESPONSES WILL BE KEPT STRICTLY CONFIDENTIAL. However, by signing this document,
you agree that Quest Group International, Inc. (the "Company") may present
the
Questionnaire to such private and/or governmental entities as it deems
appropriate, if called upon to do so, in order to establish the availability
under applicable state and federal law of an exemption from
registration.
PLEASE
PRINT
Name(s)
________________________________________________
1.
I am [
] am not [ ] being advised on the merits of this offering by a Purchaser
Representative (investment advisor).
2.
For
the past two years, and during the years or months indicated, I have maintained
my principal residence in the follow-ing state or states or
country:
________________________________________________
3.
I
presently maintain a house or apartment, other than my principal residence,
in
the state of:
________________________________________________
4.
a.
I pay
state income taxes in the state of:
________________________________________________
b.
I hold
a driver's license in the state of:
________________________________________________
c.
I am
registered to vote in the state of:
________________________________________________
5.
My
present age is:
|
Under
21[ ], 21-30[ ], 31-40[ ], 41-50[ ], 51-60[ ], over 60[
].
|
6.
Financial information:
a.
In
filing federal income tax returns, my filing status is:
Married
individual filing joint return;
Head of
household;
Unmarried individual;
Married
individual filing separate return.
b.
My
aggregate income from all sources for the last two calendar years was (check
one);
[
] below
$200,000
[
] above
$300,000.
c.
Approximately ____ percent of my income as shown above was derived from sources
other than salary.
d.
I
expect that my income from all sources for the present year will be (check
one):
[
] below
$200,000
[
] above
$300,000.
e.
I
expect that ____ percent of my income as shown above will be derived from
sources other than salary.
f.
My
approximate present net worth (including the net worth of my spouse but
excluding home, furnishings and automobiles) is:
[
]
Approximately $____________
[
] over
$1,000,000
g.
Approximately ____ percent of my net worth as shown above is investments in
marketable securities (share, bonds, debentures, etc.).
h.
Approximately ____ percent of my net worth is readily convertible into
cash.
7. a.
I have
held the following principal positions of employment during the last ten years,
or since graduation from college, whichever is shorter:
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
b.
The
following is a brief summary of my educational background, including years
of
matriculation and degrees obtained:
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
8.
Investment experience:
a.
I have
previously invested in non-marketable securities.
[
] Yes
[
]
No
2
b.
The
principal investments from which I have derived the experience indicated in
Paragraph a., including names of companies and amounts invested,
are:
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
c.
Other
activities, business or ventures in which I have had investment experience
include:
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
d.
The
following additional information regarding prior investment activities, business
ventures, etc., may also be of help to the Company in determining whether my
knowledge and experience in financial and business matters are suf-ficient
to
enable me to evaluate the merits and risks of this investment:
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
e.
I have
been advised by my own investment counselors, accountants, etc., other than
representatives of the Company concerning the suitability of this investment
for
me:
[
]
Yes
[
]
No
9.
I
understand that no aspect of the activities of the Company can be guaranteed
and
that substantial risks are involved in various aspects of this
investment:
[
]
Yes
[
]
No
10.
I
understand that I may examine the original documentation of the Company and
its
affairs before investing as well as after; and to the extent that I have not
done so, it was my choice:
[
]
Yes
[
]
No
To
the
best of my information and belief, the above in-formation supplied by me is
true
and correct in all respects.
DATED
this ___ day of _______________, 2007.
|
______________________________________
|
|
|
(Signature
of Offeree)
|
|
|
______________________________________
|
|
|
(Please
Print Name)
|
3
PURCHASER
QUESTIONNAIRE
(Corporation
and Other Entities)
This
Questionnaire is addressed to corporations and other entities which contemplate
receiving the Shares. The Questionnaire should be completed by the person having
power to make investment decisions for the entity (hereinafter the “Business
Manager”).
The
purpose of this Questionnaire is to assure that each investor will meet the
standards imposed by certain exemptions from registration under the Securities
Act of 1933, as amended, and all applicable state laws.
If
the
response to any item is "none" or "not applicable", please
so indicate.
Where
multiple choices are offered, select and check only the most applicable and
correct one.
YOUR
RESPONSES WILL BE KEPT STRICTLY CONFIDENTIAL. However, by signing this document,
you agree that Quest Group International, Inc. (the "Company") may present
the
Questionnaire to such private and/or governmental entities as it deems
appropriate, if called upon to do so, in order to establish the availability
under applicable state and federal law of an exemption from
registration.
PLEASE
PRINT
1.
IDENTIFICATION
Full
Legal Name:
_______________________________________________________________
Form
of
Entity (corporation, partnership, etc.):
_______________________________________
_____________________________________________________________________________
Formed
Under the Laws of the State of:
_____________________________________________
|
Date
Formed: __________________________. If a partnership or trust, attach
a
copy of agreement creating entity.
|
|
Do
you believe that you, as the Business Manager, have sufficient knowledge
and experience in financial and business matters so that you are
capable
of evaluation the merits and risks of the investment under
consideration:
|
[
]
Yes
[
]
No
Have
you,
as the Business Manager, previously purchased securities that were sold in
reliance on the private offering exemption from registration under the
Securities Act of 1933, as amended?
[
]
Yes
[
]
No
4
Please
indicate, in detail, the nature and extent of your training or practical
experience in financial, business or tax matters:
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
2.
FINANCIAL
INFORMATION
Please
complete the following banking information:
Name
of
Primary Bank:
__________________________________________________________
Address:
______________________________________________________________________
Telephone
Number:
_____________________________________________________________
Bank
Officer:
__________________________________________________________________
Please
attach the Entity’s most current financial statement.
3.
BACKGROUND
How
do
you or the investing entity know of the Company? If you have a pre-existing
personal or business relationship with any of the officers, directors or
promoters of the company, please give detailed information concerning the
duration and nature of that relationship. Please exclude from your answers
discussion of your relationship as a shareholder unless you exercise control
over the Company as a shareholder:
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
4.
PREVIOUS
RELATIONSHIP
The
entity or I have, previous to this investment and excluding the relationship
of
shareholders, engaged the financial service of or otherwise established a
relationship with the Company or with an individual know by me to be now acting
as a representative of the Company:
[
]
Yes
[
]
No
5.
INVESTMENT
ADVICE
The
entity or I have advised by my own investment counselors, accountants, etc.
other that representatives of the Company concerning the suitability of this
investment:
[
]
Yes
[
]
No
5
6.
SUBSTANTIAL
RISK
I
understand that no aspect of the activities of the Company can be guaranteed
and
that substantial risks are involved in various aspects of this
investment:
[
]
Yes
[
]
No
7.
EXAMINATION
OF DOCUMENTS
I
understand that I may examine the original documentation of the Company and
its
affairs before investing as well as after; and to the extent that I have not
done so, it was my choice:
[
]
Yes
[
]
No
8.
SOPHISTICATED
INVESTOR
The
undersigned has the economic ability to make the proposed investment and the
sophistication to understand the risks entailed in this investment.
[
]
Yes
[
]
No
To
the
best of my information and belief, the above in-formation supplied by me is
true
and correct in all respects.
DATED
this ___ day of _________________, 2007.
|
_________________________________________
|
|
|
(Signature)
|
|
|
_________________________________________
|
|
|
(Please
Print Name)
|
|
|
_________________________________________
|
|
|
(Please
Print Title)
|
6