Exhibit 10.1
THE OZONE MAN, INC.
SUBSCRIPTION AGREEMENT
INSTRUCTIONS
IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING.
SIGNIFICANT REPRESENTATIONS ARE CONTAINED IN THIS DOCUMENT.
1. Fill in your name and amount of investment on Page 1.
2. Individual Investors must complete the requested information on
pages 10 and 11 and sign the signature page on Page 11.
3. Entity Investors must complete the requested information on
pages 12 and 13, and if applicable, page 14 and sign the
signature page on page 13 and if applicable, page 14.
DELIVER THE EXECUTED AGREEMENTS TO:
The Ozone Man, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇
ALONG WITH PAYMENT FOR THE STOCK SUBSCRIBED FOR
WIRE FUNDS TO:
City National City Bank
_______________________
_______________________
(____) ____________
Contact: _____________
Account Number: _______________
Routing (ABA) Number: ________________
If you have any questions regarding this form, please contact ▇▇▇▇▇▇
▇▇▇▇▇ for instructions at (▇▇▇) ▇▇▇-▇▇▇▇.
Name of Investor _____________________________
Amount of Investment__________________________
SUBSCRIPTION AGREEMENT
The Ozone Man, Inc. ("Company") and the Investor hereby agree as follows:
1. The Transaction. The Investor will purchase from the Company and
the Company will sell to the Investor (i) 3,250 shares of Series B
Stock Shares (the "Series B Stock"), for the purchase price of
$1,000.00 per share and (ii) an aggregate of 350,000 shares of
Common Stock of the Company for a purchase price of $5.00 per
share, Together (the "Purchase Price"). Each of the Company and
the Investor (the "Parties") agree that the purpose of the foregoing
transaction and the inducement for the proposed purchase of the
Subject Shares is to provide capital to assist the Company to expand
through strategic acquisitions of established heating, ventilation, and
air conditioning providers ("HVAC"), or similar service companies
related to the core business of the Company, as well as to expand its
sales revenues through advertising and marketing, all as contemplated
herein or otherwise as mutually agreed upon by the Parties and set
forth in the Purchase Agreement.
(a) Series B Stock. The Series B Stock shall be convertible at an
exchange rate of 200 common shares for each Series B share
or a total of 650,000 shares at the option of the Investor, and
have a stated value per share of $1,000 . As further set forth in
the Designations of Rights and Preferences of the Series B
Stock, the Series B Stock shall carry a cumulative dividend of
7.5% per annum and shall be senior in liquidation preference
to all other classes of preferred stock. The dividend is payable
in kind, at the election of the Company. The Series B Stock
Shares may be redeemed exclusively by the Company.
2. Use of Proceeds. The proceeds from the sale of the subject Shares
will be used by the Company as follows:
(a) M&A Reserves. As set forth above, the business plan of the
Company is to acquire established third party providers of
certain HVAC and other services that management deems
strategic to expand the markets intended to be serviced by the
Company. The Company shall covenant to preserve the
$3,250,000 of the proceeds of the sale of the Series B Stock
for such acquisitions. The Series B shareholder shall have no
right of approval over the acquisition, and the rights under this
section shall apply solely to the obligation of the Company to
acquire established HVAC companies or similar service
companies related to the core business of the Company. The
M&A Reserves shall be maintained in available funds at a third
party financial institution (i.e. bank, brokerage firm, money
market fund or other investment instrument) mutually
acceptable to the Parties.
(b) Intentionally Omitted.
(c) Intentionally Omitted.
(d) Expenses. Approximately $200,000 will be used to pay
commissions and the Investors expenses, including legal fees
of counsel to the Investor incurred in connection with legal
due diligence, the preparation of the Purchase Agreement and
negotiation and execution of the aforesaid license and
consulting agreement.
3. Investor Delivery of Documents and Payment. I hereby tender to
the Company (i) the full purchase price of the Stock I am purchasing
by check or wire and (ii) one manually executed copy of this
Subscription Agreement. If the Company does not receive and
accept my subscription by the Termination Date, my payment will be
returned to me without interest or deduction.
4. Offering to Accredited Investors. This offering is limited to
accredited investors as defined in Section 2(15) of the Securities Act
of 1933, as amended ("Securities Act"), and Rule 501 promulgated
thereunder, and is being made without registration under the
Securities Act in reliance upon the exemptions contained in Sections
3(b), 4(2) and/or 4(6) of the Securities Act and applicable state
securities laws. As indicated by the responses on the signature page
hereof, the Investor is an accredited investor within the meaning of
Section 2(15) of the Securities Act and Rule 501 promulgated thereunder.
5. Closing and Delivery of Securities. Once my subscription is
received and my payment is released to the Company, the certificates
representing the shares of Stock will be delivered promptly to me
along with a copy of a fully executed version of this Agreement.
6. Representations and Warranties of the Company. The Company
hereby represents and warrants to the Investor as follows:
6.1 Due Incorporation and Qualification. The Company has been
duly incorporated, is validly existing and is in good standing
under the laws of its state of incorporation and is duly
qualified as a foreign corporation for the transaction of
business and is in good standing in each jurisdiction in which
the ownership or leasing of its properties or the conduct of its
business requires such qualification, except where the failure
to so qualify would not have a material adverse effect on the
business, operations, assets, financial condition or prospects of
the Company ("Material Adverse Effect"). The Company has
all requisite corporate power and authority necessary to own
or hold its properties and conduct its business.
6.2 Authorized Capital; Outstanding Securities. As of the date
hereof, the Company's capitalization is as described in its SEC
filings. All of the issued and outstanding shares of Common
Stock have been duly and validly authorized and issued and
are fully paid and non-assessable.
6.3 No Preemptive Rights; Registration Rights. There are no
preemptive or other rights to subscribe for or purchase, or any
restriction upon the voting or transfer of, any shares of Common
or Preferred B Stock or other securities of the Company, under
the Certificate of Incorporation or By-Laws of the Company or
under any agreement or other outstanding instrument to which
the Company is a party or by which it is bound.
6.4 Private Offering Exemption; Offering Documents. The
Subscription Agreement does not contain any untrue statement of
a material fact or omit to state a 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.
The Common and Preferred B Stock conforms in all material
respects to the descriptions thereof contained herein. Assuming
that (i) a proper Form D is filed in accordance with Rule 503 of
Reg D, (ii) the offer and the sale of the Commonand Preferred B
Stock was made in compliance with Rule 502(c) of Reg D
and/or Section 4(2) of the Securities Act, and (iii) the
representations of the Subscribers in the Subscription Agreements
signed by them are true and correct (which facts will not be
independently verified by the Company), the sale of Common and
Preferred B Stock in the Offering is exempt from registration
under the Securities Act and is in compliance with Reg D.
6.5 Due Authorization. The Company has full right, power and
authority to enter into this Subscription Agreement, to issue the
Common and Preferred B Stock and to perform all of its
obligations hereunder and thereunder. This Subscription
Agreement and Common and Preferred B Stock, when executed
and delivered, will have been, duly authorized by all necessary
corporate action and no further corporate action or approval is or
will be required for their respective execution, delivery and
performance. This Subscription Agreement and Common and
Preferred B Stock, upon execution and delivery will constitute,
valid and binding obligations of the Company, enforceable in
accordance with their respective terms, except (i) as the
enforceability thereof may be limited by bankruptcy or other laws
now or hereafter in effect relating to or affecting creditors' rights
generally, (ii) that the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to
equitable defenses and to the discretion of the court before which
any proceedings therefore may be brought and (iii) that the
enforceability of the indemnification and contribution provisions
of the respective agreements may be limited by the federal and
state securities laws and public policy.
6.6 Non-Contravention; Consents. The Company's execution and
delivery of the Subscription Agreement and the incurrence of the
obligations herein set forth, and the consummation of the
transactions contemplated herein will not (i) conflict with, or
constitute a breach of, or a default under, the certificate of
incorporation or by-laws of the Company, or any contract, lease
or other agreement or instrument to which the Company is a
party or in which the Company has a beneficial interest or by
which the Company is bound; (ii) violate any existing applicable
law, rule, regulation, judgment, order or decree of any
governmental agency or court, domestic or foreign, having
jurisdiction over the Company or any of its properties or business
(collectively, "Laws"), except where such violation(s) would not,
singly or in the aggregate, result in a Material Adverse Effect; or
(iii) have any effect on any permit, certification, registration,
approval, consent, license or franchise (collectively, "Permits")
necessary for the Company to own or lease and operate any of its
properties or to conduct its business, except for such effects as
would not, singly or in the aggregate, have a Material Adverse
Effect. No consent, permit, approval, authorization, order of, or
filing with, any court or governmental authority or any other third
party is required to consummate the transactions contemplated by
this Subscription Agreement.
6.7 Valid Issuances. The Common and Preferred B Stock, when
issued and delivered in accordance with the terms of this
Subscription Agreement, will be duly and validly issued. The
holders of the Common and Preferred B Stock will not be subject
to personal liability by reason of being such holders and will not
be subject to the preemptive rights of any holders of any security
of the Company or similar contractual rights granted by the Company.
6.8 No Right to Purchase. The issuance of the Common Stock will
not give any holder of any of the Company's outstanding shares
of Common Stock or warrants (i) the right to purchase any
additional shares of Common Stock or any other securities of the
Company, or (ii) the right to purchase any securities at a reduced price.
6.9 Conduct of Business; Compliance with Law. The Company has
all requisite corporate power and authority, and has all necessary
Permits, to own or lease its properties and conduct its business,
except where the failure to have such Permits would not have a
Material Adverse Effect. The Company is not in violation of, and
has been operating its business in compliance with all such
Permits, except where such noncompliance would not have a
Material Adverse Effect. The Company is in compliance with all
Laws, except where noncompliance, singly or in the aggregate,
would not have a Material Adverse Effect. The Company is not
in violation of any term or provision of its certificate of
incorporation or by-laws.
6.10 Title to Property; Insurance. The Company has good and
marketable title to, or valid and enforceable leasehold estates in,
all items of real and personal property (tangible and intangible)
owned or leased by it, free and clear of all liens, encumbrances,
claims, security interests, defects and restrictions of any material
nature whatsoever, except such as would not, singly or in the
aggregate, have a Material Adverse Effect. The Company has
adequately insured its properties against loss or damage by fire or
other casualty and maintains such insurance in adequate amounts.
6.11 Employee Matters. The Company has generally enjoyed a
satisfactory employer-employee relationship with its employees
and is in compliance in all material respects with all federal, state
and local laws and regulations respecting the employment of its
employees and employment practices, terms and conditions of
employment and wages and hours relating thereto. There are no
pending investigations involving the Company by any government
Department of Labor or any other governmental agency
responsible for the enforcement of employment laws and
regulations. There is no unfair labor practice charge or complaint
against the Company pending before a Labor Relations Board or
any strike, picketing, boycott, dispute, slowdown or stoppage
pending or threatened against or involving the Company or any
predecessor entity. No questions concerning representation exist
respecting the employees of the Company and no collective
bargaining agreement or modification thereof is currently being
negotiated by the Company. No grievance or arbitration
proceeding is pending under any expired or existing collective
bargaining agreements of the Company, if any.
6.12 Lock-Up Agreements. On the Closing Date, at the Investor's
request, the existing restricted stockholders of the Company
will execute and deliver a mutually acceptable lockup
agreement (the "Lock-Up Agreement") pursuant to which
such persons shall agree not to effect public resale of any of
their shares of Common Stock of the Company for a period of
not less than [six months] from the Closing Date, and
thereafter only in percentage amounts as among such persons
as shall be mutually agreed to and set forth in the Lock-up
Agreement. It is contemplated that the Subject Shares shall
either be (i) restricted securities under Rule 144 promulgated
under the Securities Act of 1933, as amended (the "Act"), or
(ii) exempt from the registration requirements of the Act by
reason of such sale qualifying under Regulation S promulgated
under the Act.
7. Investor Representations and Warranties.
Investor Representations. I am aware that, except for any
rescission rights that may be provided under applicable laws, I
am not entitled to cancel, terminate or revoke this
subscription, and any agreements made in connection herewith
will survive my death or disability. In order to induce the
Company to issue and sell the Stock to me, I represent and
warrant that the information relating to me stated herein is
true and complete as of the date hereof and will be true and
complete as of the date on which my purchase of Stock
becomes effective. If, prior to the final consummation of the
offer and sale of the Stock, there should be any change in such
information or any of such information becomes incorrect or
incomplete, I agree to notify the Company and supply the
Company promptly with corrective information.
Information About the Company.
I have been given access to full and complete information regarding the
Company including the Company's filings on Form 10-KSB and 10-
QSB under the Securities Exchange Act, and have utilized such access
to my satisfaction for the purpose of verifying the information, and I
have either met with or been given reasonable opportunity to meet
with officers of the Company for the purpose of asking reasonable
questions of such officers concerning the terms and conditions of the
offering of the Stock and the business and operations of the Company
and all such questions have been answered to my full satisfaction. I
also have been given an opportunity to obtain any additional relevant
information to the extent reasonably available to the Company. I have
received all information and materials regarding the Company that I
have reasonably requested. After my reading of the materials about
the Company, I understand that there is no assurance as to the future
performance of the Company.
I have received no representation or warranty from the Company or any
of its officers, directors, employees or agents in respect of my
investment in the Company. I am not participating in the offering as a
result of or subsequent to: (i) any advertisement, article, notice or
other communication published in any newspaper, magazine or similar
media or broadcast over television, radio or the Internet or (ii) any
seminar or meeting whose attendees have been invited by any general
solicitation or general advertising.
Speculative Investment. I am aware that the Stock is a
speculative investment that involves a high degree of risk
including, but not limited to, the risk of losses from operations
of the Company and the total loss of my investment. I have
such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of
an investment in the Stock and have obtained, in my judgment,
sufficient information from the Company to evaluate the
merits and risks of an investment in the Company. I have not
utilized any person as my purchaser representative (as defined
in Regulation D) in connection with evaluating such merits
and risks and have relied solely upon my own investigation in
making a decision to invest in the Company. I have been
urged to seek independent advice from my professional
advisors relating to the suitability of an investment in the
Company in view of my overall financial needs and with
respect to the legal and tax implications of such investment. I
believe that the investment in the Stock is suitable for me
based upon my investment objectives and financial needs, and
I have adequate means for providing for my current financial
needs and contingencies and have no need for liquidity with
respect to my investment in the Company. The investment in
the Company does not constitute all or substantially all of my
investment portfolio.
Restrictions on Transfer. I understand that (i) none of the
shares of Stock have been registered under the Securities Act
or the securities laws of certain states in reliance on specific
exemptions from registration, (ii) no securities administrator
of any state or the federal government has recommended or
endorsed this offering or made any finding or determination
relating to the fairness of an investment in the Company and
(iii) the Company is relying on my representations and
agreements for the purpose of determining whether this
transaction meets the requirements of the exemptions afforded
by the Securities Act and certain state securities laws. Other
than as set forth herein, I acknowledge that there is no
assurance that the Company will file any registration statement
for the securities I am purchasing, that such registration
statement, if filed, will be declared effective or, if declared
effective, that the Company will be able to keep it effective
until I sell the securities registered thereon. Furthermore, I
agree to furnish the Company with such information regarding
myself and the distribution of the securities proposed by me as
the Company may request in connection with any registration,
qualification or compliance with the Company's registration
obligations set forth herein.
Investment Representation. I am purchasing the Stock for my
own account for investment and not with a view to, or for sale
in connection with, any subsequent distribution of the
securities, nor with any present intention of selling or
otherwise disposing of all or any part of the Stock. I
understand and agree that the Stock cannot be resold,
pledged, assigned or otherwise disposed of unless they are
subsequently registered under the Securities Act and under
applicable securities laws of certain states, or an exemption
from such registration is available. I understand that, except
as set forth herein, the Company is under no obligation to
register the securities or to assist me in complying with any
exemption from such registration under the Securities Act or
any state securities laws. I hereby authorize the Company to
place a legend denoting the restrictions on the certificates
representing the securities. Nothing contained herein shall be
deemed a representation or warranty by such Purchaser to
hold Securities for any period of time.
Entity Authority. If the Investor is a corporation, partnership,
company, trust, employee benefit plan, individual retirement
account, ▇▇▇▇▇ Plan or other tax-exempt entity, it is
authorized and qualified to become an investor in the
Company and the person signing this Subscription Agreement
on behalf of such entity has been duly authorized by such
entity to do so.
No Offer Until Determination of Suitability. I acknowledge
that any delivery to me of the documents relating to the
offering of the Stock prior to the determination by the
Company of my suitability will not constitute an offer of the
Stock until such determination of suitability is made.
8. Indemnification. I hereby agree to indemnify and hold harmless the
Company, its respective officers, directors, stockholders, employees,
agents and attorneys against any and all losses, claims, demands,
liabilities, and expenses (including reasonable legal or other expenses
incurred by each such person in connection with defending or
investigating any such claims or liabilities, whether or not resulting in
any liability to such person or whether incurred by the indemnified
party in any action or proceeding between the indemnitor and
indemnified party or between the indemnified party and any third
party) to which any such indemnified party may become subject,
insofar as such losses, claims, demands, liabilities and expenses (a)
arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact made by me and contained herein or (b)
arise out of or are based upon any breach by me of any representation,
warranty or agreement made by me contained herein
9. Severability; Remedies. In the event any parts of this Subscription
Agreement are found to be void, the remaining provisions of this
Subscription Agreement are nevertheless binding with the same effect
as though the void parts were deleted.
10. Governing Law and Jurisdiction. This Subscription Agreement will
be deemed to have been made and delivered in Beverly Hills,
California and will be governed as to validity, interpretation,
construction, effect and in all other respects by the internal laws of the
State of California. Each of the Company and the Investor hereby (i)
agrees that any legal suit, action or proceeding arising out of or
relating to this Subscription Agreement will be instituted exclusively in
the United States District Court for the Central District of California,
(ii) waives any objection to the venue of any such suit, action or
proceeding and the right to assert that such forum is not a convenient
forum for such suit, action or proceeding, (iii) irrevocably consents to
the jurisdiction of the United States District Court for the Central
District of California in any such suit, action or proceeding, (iv) agrees
to accept and acknowledge service of any and all process that may be
served in any such suit, action or proceeding in United States District
Court for the Central District of California and (v) agrees that service
of process upon it mailed by certified mail to its address set forth on
my signature page will be deemed in every respect effective service of
process upon it in any suit, action or proceeding.
11. Counterparts. This Subscription Agreement may be executed in one
or more counterparts, each of which will be deemed an original but all
of which together will constitute one and the same instrument. The
execution of this Subscription Agreement may be by actual or
facsimile signature.
12. Notices. All notices, offers, acceptance and any other acts under this
Subscription Agreement (except payment) must be in writing, and is
sufficiently given if delivered to the addressees in person, by overnight
courier service, or, if mailed, postage prepaid, by certified mail (return
receipt requested), and will be effective three days after being placed
in the mail if mailed, or upon receipt or refusal of receipt, if delivered
personally or by courier or confirmed telecopy, in each case addressed
to a party. All communications to me should be sent to my preferred
address on the signature page hereto. All communications to the
Company should be sent to:
The Ozone Man, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇, Chief Executive Officer
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
With copies to: ▇▇▇▇▇▇ ▇▇▇▇ LLC
▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq.
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
13. Oral Evidence. This Subscription Agreement constitutes the entire
agreement between the parties with respect to the subject matter
hereof and supersedes all prior oral and written agreements between
the parties hereto with respect to the subject matter hereof. This
Subscription Agreement may not be changed, waived, discharged, or
terminated orally, but rather, only by a statement in writing signed by
the party or parties against which enforcement or the change, waiver,
discharge or termination is sought.
14. Section Headings. Section headings herein have been inserted for
reference only and will not be deemed to limit or otherwise affect, in
any matter, or be deemed to interpret in whole or in part, any of the
terms or provisions of this Subscription Agreement.
15. Survival of Representations, Warranties and Agreements. The
representations, warranties and agreements contained herein will
survive the delivery of, and the payment for, the Stock.
16. Acceptance of Subscription. The Company may accept this
Subscription Agreement at any time for all or any portion of the
Securities subscribed for by executing a copy hereof as provided and
notifying me within a reasonable time thereafter.
SIGNATURE PAGES FOLLOW
SIGNATURE PAGE FOR INDIVIDUAL INVESTORS - COMPLETE ALL INFORMATION
Name:_____________________ Name of Joint Investor (if any):____________________
Residence Address:______________________________________________________________
Telephone: (H)________________ (W)____________________ Fax__________________
Occupation:___________________ Employer:_______________________________________
Business Address:_______________________________________________________________
Send communications to: __ Home __ Office __ E-Mail:_________________________
Age:_______________
Social Security Number:____________________
Check manner in which securities are to be held:
__ Individual Ownership __ Tenants in Common __ Joint Tenants with
Right of Survivorship
(both parties must sign)
__ Community Property __ Other (please indicate)
________________________
Amount of Investment:
Number of shares:______________
Corresponding dollar amount: $___________
Accredited Investor Status For Individuals. (INVESTORS THAT ARE CORPORATIONS,
LIMITED LIABILITY COMPANIES, PARTNERSHIPS, REVOCABLE TRUSTS, IRREVOCABLE
TRUSTS, EMPLOYEE BENEFIT PLAN TRUSTS AND INDIVIDUAL RETIREMENT ACCOUNTS
SHOULD IGNORE THE FOLLOWING QUESTIONS AND PROCEED TO THE ENTITY SIGNATURE PAGE).
I am an accredited investor within the meaning of Section 2(15) of the
Securities Act and Rule 501 promulgated thereunder because (check any boxes
that apply):
____ My individual annual income during each of the
two most recent years exceeded $200,000 and I
expect my annual income during the current
year will exceed $200,000.
____ If I am married, my joint annual income with
my spouse during each of the two most recent
years exceeded $300,000 and I expect my joint
annual income with my spouse during the
current year will exceed $300,000.
____ My individual or joint (together with my
spouse) net worth (including my home, home
furnishings and automobiles) exceeds
$1,000,000.
The aggregate value of my assets is approximately $___________.
My aggregate liabilities are approximately $___________.
My current and expected income is:
YEAR INCOME
2008 (Estimated) $______________
2007 (Actual) $______________
2006 (Actual) $______________
2005 (Actual) $______________
I hereby confirm the information set forth above is true and correct in all
respects as of the date hereof and will be on the date of the purchase of
the Stock.
ALL INVESTORS MUST SIGN AND The foregoing subscription is
PRINT NAME BELOW accepted and the Company hereby
agrees to be bound by its terms.
Signature:___________________________
THE OZONE MAN, INC.
Print Name:__________________________
Date:________________________________ By:_____________________________
Signature:___________________________ Name:___________________________
Print Name:__________________________ Title:__________________________
Date:________________________________ Date:___________________________
SIGNATURE PAGE FOR ENTITY INVESTORS - COMPLETE ALL INFORMATION
Name of Entity:_________________________________________________________________
Address of Principal Office:____________________________________________________
Telephone:____________________________ Fax:_________________________________
Taxpayer Identification Number:____________________________
Check type of Entity:
___ Employee ___ Limited ___ General ___ Individual
Benefit Plan Partnership Partnership Retirement
Trust Account
___ Limited ___ Revocable ___ Corporation ___ Other
Liability Trust (please
Company indicate)
___ Irrevocable Trust (If the Investor is an Irrevocable
Trust, a supplemental questionnaire must be completed by
the person directing the decision for the trust to
determine by accredited investor status. Please contact
the Company for a copy of such supplemental
questionnaire.)
Amount of Investment:
Number of shares:______________
Corresponding dollar amount: $___________
Date of Formation or incorporation:____________ State of Formation:___________
Describe the business of the Entity:
________________________________________________________________________________
List the names and positions of the executive officers, managing members,
partners or trustees authorized to act with respect to investments by the
Entity generally and specify who has the authority to act with respect to
this investment.
Authority for
this investment
Name Position (yes or no)
______________________________ ________________ __________________________
______________________________ ________________ __________________________
Accredited Investor Status for Entities.
(a) Check all boxes which apply (▇▇▇ Entities can skip this question and
go to (b)):
____ The Entity was not formed for the specific purpose of investing in the
Company.
____ The Entity has total assets in excess of $5 million dollars.
____ For Employee Benefit Plan Trusts Only: The decision to invest in the
Company was made by a plan fiduciary, as defined in Section 3(21) of
ERISA, who is either a bank, insurance company or registered investment
advisor.
(b) If you did not check the first two of the three boxes in Question (a)
or if the Entity is an Individual Retirement Account, a Self-directed Employee
Benefit Plan Trust or an Irrevocable Trust, list the name of each person who:
owns an equity interest in the Entity (i.e., each shareholder
if the Entity is a corporation, each member if the Entity is a limited liability
company and each partner if the Entity is a partnership); or
is a grantor for the revocable trust or Individual Retirement
Account; or
is the person making the investment decision for a self-
directed Employee Benefit Plan Trust; or
is the person making the investment decisions for an
Irrevocable Trust.
___________________________ __________________________
___________________________ __________________________
EACH PERSON LISTED ABOVE MUST SEPARATELY COMPLETE AND SUBMIT TO THE COMPANY THE
ANSWERS TO THE QUESTIONS FOLLOWING THE SIGNATURE BOX BELOW AND SIGN THE WRITTEN
CONFIRMATION IMMEDIATELY FOLLOWING.
INVESTOR: The foregoing subscription is
accepted and the Company hereby
agrees to be bound by its terms.
____________________________________ THE OZONE MAN, INC.
Signature of Authorized Signatory
By:______________________________
Name:_______________________________ Name:____________________________
Title:______________________________ Title:___________________________
Date:_______________________________ Date:____________________________
Accredited Investor Questions for Entity equity owners and investment decision
makers
(a) I am an accredited investor within the meaning of Section 2(15) of the
Securities Act and Rule 501 promulgated thereunder because (check any boxes that
apply):
____ My individual annual income during each of the
two most recent years exceeded $200,000 and I
expect my annual income during the current
year will exceed $200,000.
____ If I am married, my joint annual income with
my spouse during each of the two most recent
years exceeded $300,000 and I expect my joint
annual income with my spouse during the
current year will exceed $300,000.
____ My individual or joint (together with my
spouse) net worth (including my home, home
furnishings and automobiles) exceeds
$1,000,000.
(b) The aggregate value of my assets is approximately $___________.
(c) My aggregate liabilities are approximately $___________.
(d) My current and expected income is:
YEAR INCOME
2008 (Estimated) $______________
2007 (Actual) $______________
2006 (Actual) $______________
2005 (Actual) $______________
I hereby confirm the information set forth above is true and correct in all
respects as of the date hereof and will be on the date of the purchase of
the Stock and Warrants.
Date:__________________________________ __________________________________
Name: