EXHIBIT A
TWL
CORPORATION
TWL CORPORATION
COMMON STOCK SUBSCRIPTION AGREEMENT
Restricted Common Stock at $0.03 per Share
Participant's Initials
Common Stock Subscription Agreement TWL Corporation
Exhibit A-I
COMMON STOCK SUBSCRIPTION AGREEMENT
SUBSCRiPTION AGREEMENT (this "Agreement" or "Subscription") is
made as of the last date set forth on the signature page hereof
between TWL Corporation, a Utah corporation (the
"Company"), and the undersigned (the "Participant").
W IT NE S S ET H:
WHEREAS, the Company is conducting a private offering (the "Offering")
for sale of the shares of its common stock (the "Offered Shares") to
persons who qualify as "accredited investors", as such term is defined
in Rule 501(a) of Regulation D of the Securities Act of 1933, as amended
(the "Securities Act"). The Company is offering up to 100,000,000 shares
(the "Offered Shares") of its common stock, no par value per share (the
"Common Stock"), on a "best efforts" basis with no prescribed minimum
for up to a maximum of $3,000,000, with an option exercisable
by the Company in its sole discretion to offer up to an additional
100,000,000 Offered Shares for up to an additional $3,000,000, through
its Placement Agent, Chadbourn Securities, Inc. ("Chadbourn"), also on
a "best efforts" basis with no prescribed minimum, for an aggregate
maximum Offering total of up to $6,000,000. See "Summary of the Offering"
in the Confidential Placement Memorandum to which this Agreement is
attached as Exhibit A (such memorandum, together with all amendments
thereof and supplements and exhibits thereto, the "Memorandum");
WHEREAS, the price of the Offered Shares will be Three Cents ($0.03) per
Offered Share; WHEREAS, the Offering shall continue until the earlier to
occur of (i) the sale of all of the Offered Shares; or (ii) July 7, 2007
(the "Offering Period"); provided, however, that the Company may extend
the Offering for an additional ninety (90) days thereafter in its sole
discretion; WHEREAS, the minimum subscription is for US$50,000 (the
"Minimum Subscription"), although the Company reserves the right to
accept subscriptions for less than US$50,000; WHEREAS, the Company may
conduct one or more subsequent closings at any time following receipt of
the initial subscription, and/or extend the Closing Date by an
additional 90 days, at the Company"s discretion. The Company may accept
or reject subscriptions in its discretion for any reason; and WHEREAS,
the Participant desires to purchase that number of Offered Shares set
forth on the signature page hereof on the terms and conditions
hereinafter set forth. NOW, THEREFORE, in consideration of the premises
and the mutual representations and covenants hereinafter set forth, the
parties hereto do hereby agree as follows
1. Subscription:
(a) The undersigned Participant hereby irrevocably subscribes for and
agrees to purchase from the Company such number of Offered Shares of
restricted Common Stock of the Company at a purchase price per Offered
Share equal to $0.03 (the "Offering Price"), in accordance with the
terms and conditions of this Agreement and the Memorandum.
(b) Before this Subscription is considered,
the Participant must complete, execute and deliver to the Company the
following:
(i) This Common Stock Subscription Agreement; ___________ Common Stock
Subscription Agreement
Participant's Initials Exhibit A-2 TWL Corporation
(ii) The Registration Rights Agreement, attached to the Memorandum as
Exhibit B (the "Rights Agreement");
(iii) The Certificate of Accredited Investor Status, attached hereto as
Annex A and
(iv) The Participant's check in the amount of $350,000 in exchange for
11,666,667 Offered Shares purchased, or wire
transfer sent according to the Company"s instructions set
forth hereto in Annex B.
(c) This Subscription is irrevocable by the Participant.
(d) This Subscription is not transferable or assignable by the
Participant.
(e) This Subscription may be rejected in whole or in part
by the Company in its sole discretion. In the event this Subscription
is rejected by the Company, all funds and documents tendered by the
Participant shall be returned.
(f) The Company's placement agent, Chadbourn Securities, inc., and/or
other advisors, placement agents, broker dealers andlor finders
(collectively the "Placement Agent") shall receive (x) an aggregate
advisory fee equal to 8.0% of the proceeds raised in this Offering from
investors introduced to the Company by Placement Agent, (y) an
unallocated expense reimbursement of 2.0% of the proceeds raised in
this Offering from investors introduced to the Company by Placement
Agent, and (z) warrants equal to 10% of the number and type of shares
sold in this Offering from investors introduced to the Company by
Placement Agent, exercisable at the Offering Price. The Company has also
agreed to indenmify the Placement Agent against certain civil liabilities,
including liabilities under the Securities Act. The Placement Agent has
agreed to offer the Offered Shares on a "best efforts" basis.
(g) This Offering, as defined in the Memorandum, is scheduled to remain
open until the earlier to occur of (i) the sale of all of the Offered
Shares; or (ii) July 7, 2007 (the "Closing Date"); provided, however,
that the Company, at its sole election, may extend this Offering up to
an additional ninety (90) days. The target Offering is for up to
100,000,000 shares of common stock for an aggregate raise of
$3,000,000, and the Company, at its option, may offer up to an
additional 100,000,000 shares of common stock for a total maximum
aggregate raise of $6,000,000; however, this Offering has no
prescribed minimum amount and the Company may accept smaller amounts
from participants or have multiple closings of this Offering.
(h) Until the registration statement contemplated by the Rights Agreement
is declared effective, Participant hereby agrees not to, and will cause
its affiliates not to, enter into any "put equivalent position" as such
term is defined in Rule 16a-l under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), or short sale position with respect to
the Company's securities.
(i) The purchase price is payable by check to the Company"s address set
forth in Section 5 or via a wire transfer instructions set forth in
Annex B annexed hereto.
2. Representations by Participant. In consideration of the Company's
acceptance of the Subscription, Participant makes the following
representations and warranties to the Company and to its principals,
jointly and severally, which warranties and representations shall
survive any acceptance of the Subscription by the Company:
___________ Common Stock Subscription Agreement
Participant's Initials Exhibit A-3 TWL Corporation
(a) Prior to the time of purchase of any Offered Shares, Participant
received a copy of the Memorandum, Participant has carefUlly reviewed
this Agreement, the Memorandum, including all exhibits thereto, all
reports, schedules, forms statements and other documents required to
be filed thereunder and the Company's filings with the Securities and
Exchange Commission (the foregoing materials, together with the
Agreement and the Memorandum, and any documents which may have been
made available upon request as reflected therein, collectively referred
to as the "Public Information"). Participant has had the opportunity to
ask questions and receive any additional information from persons acting
on behalf of the Company to verify Participant"s understanding of the
terms thereof and of the Company's business and status thereof.
Participant acknowledges that no officer, director, broker-dealer,
placement agent, finder or other person affiliated with the Company
has given Participant any information or made any representations,
oral or written, other than as provided in the Memorandum and the Public
Information, on which Participant has relied upon in deciding to invest
in the Offered Shares, including without limitation, any information with
respect to future operations of the Company or the economic returns which
may accrue as a result of the purchase of the Offered Shares.
(b) Participant acknowledges that Participant has not seen, received,
been presented with, or been solicited by any leaflet, public
promotional meeting, newspaper or magazine article or advertisement,
radio or television advertisement, or any other form of advertising or
general solicitation with respect to the Offered Shares.
(c) The Offered Shares are being purchased for Participant's own account
for long-term investment and not with a view to immediately re-sell the
Offered Shares. No other person or entity will have any direct or indirect
beneficial interest in, or right to, the Offered Shares. Participant or
its agents or investment advisors have such knowledge and experience in
financial and business matters that will enable Participant to utilize
the information made available to it in connection with the purchase
of the Offered Shares to evaluate the merits and
risks thereof and to make an informed investment decision,
(d) The Participant hereby acknowledges that the Offering has not been
reviewed by the United States Securities and Exchange Commission (the
"SEC") nor any state regulatory authority since the Offering is intended
to be exempt from the registration requirements of Section 5 of the
Securities Act, pursuant to Regulation D. Participant acknowledges that
the Offered Shares have not been registered under the Securities Act
or qualified under the under the securities laws of any state or other
jurisdiction or any other regulatory authority, or any other applicable
blue sky laws, in reliance, in part, on Participant"s representations,
warranties and agreements made herein.
(e) Other than the rights specifically set forth in this Subscription
and the Rights Agreement, Participant represents, warrants and agrees
that the Company and the officers of the Company (the "Company's
Officers") are under no obligation to register or qualify the Offered
Shares under the Securities Act or under any state securities law, or
to assist the undersigned in complying with any exemption from
registration and qualification.
(f)Participant represents that Participant meets the criteria for
participation because: (i) Participant has a preexisting personal or
business relationship with the Company or one or more of its partners,
officers, directors or controlling persons; or (ii) by reason of
Participant"s business or financial experience, or by reason of the
business or financial experience of its financial advisors who are
unaffiliated with, and are not compensated, directly or indirectly,
by the Company or any affiliate or selling agent of the Company,
Participant is capable of evaluating the risk and merits of an
investment in the Offered Shares and of protecting its own interests.
(g) Participant represents that Participant is an "accredited investor"
within the meaning of Rule 501 of Regulation D under the Securities Act
as indicated by the Participant's responses to the
Common Stock Subscription Agreement
Participant's Initials Exhibit A-4 TWL Corporation
questions contained in the Certificate of Accredited Investor Status
attached hereto as Annex A, and that the Participant is able to bear
the economic risk of an investment in the Offered Shares.
(h) The Participant understands that the Company will review this
Agreement and is hereby given authority by the Participant to call
Participant"s bank or place of employment or otherwise review
the financial standing of the Participant; and it is further agreed
that the Company, at its sole discretion, reserves the unrestricted
right, without further documentation or agreement on the part of the
Participant, to reject or limit any subscription, to accept
subscriptions for fractional Offered Shares and to close the Offering
to the Participant at any time and that the Company will issue
stop transfer instructions to its transfer agent with respect to such
Offered Shares.
(i) Participant understands that the Offered Shares are illiquid, and
until registered with the Securities Exchange Commission, or an
exemption from registration becomes available, cannot be
readily sold as there will not be a public market for them, and that
Participant may not be able to sell or dispose of the Offered Shares,
or to utilize the Offered Shares as collateral for a loan.
Participant must not purchase the Offered Shares unless Participant has
liquid assets sufficient to assure Participant that such purchase will
cause it no undue financial difficulties, and that Participant can
still provide for current and possible personal contingencies, and that
the commitment herein for the Offered Shares, combined with other
investments of Participant, is reasonable in relation to its net worth.
(j) Participant understands that the right to transfer the Offered
Shares will be restricted unless the transfer is not in violation of the
Securities Act, the California Securities Law, and any other
applicable state securities laws (including investment suitability
standards), that the Company will not consent to a transfer of the
Offered Shares unless the transferee represents that such transferee
meets the financial suitability standards required of an initial
participant; and that the Company has the right, in its absolute
discretion, to refuse to consent to such transfer,
(k) Participant has been advised to consult with its own attorney or
attorneys regarding all legal matters concerning an investment in the
Company and the tax consequences of purchasing the Offered Shares, and
have done so, to the extent Participant considers necessary,
(1) Participant acknowledges that the tax consequences of investing in
the Company will depend on particular circumstances, and neither the
Company, the Company"s Officers, any other investors, nor the partners,
shareholders, members, managers, agents, officers, directors,
employees, affiliates or consultants of any of them, will be responsible
or liable for the tax consequences to Participant of an investment in
the Company. Participant will look solely to and rely upon its own
advisers with respect to the tax consequences of this investment.
(m) Participant acknowledges that some of the information in the
Memorandum constitutes "material non-public information" within the
meaning of Rule I Ob-5 of the Exchange Act. Participant acknowledges
and agrees that Participant is prohibited from any buying or selling of
the Company"s securities on the basis of this material non-public
information until after the information either becomes publicly
available by the Company (such as in a Report on Form 8-K or in the
Company"s 10-QSB) or ceases to be material, and in no event for at
least thirty (30) days from the date hereof. Participant acknowledges
that it is aware of the restrictions of applicable securities laws,
including Regulation Fl) and Sections 9 and 10 of the Exchange Act
and Rule lOb 5 under the Exchange Act, relating to the trading in
securities of an issuer, including while in possession of material
non public information regarding that issuer.
TWL Common Stock Subscription Agreement
Participant's Initials Exhibit A-5 TWL Corporation
(n) All information which Participant has provided to the Company
concerning Participant, including but not limited to, its financial
position and its knowledge of financial and business matters, is
truthful, accurate, correct, and complete as of the date set forth
herein,
(o) Bach certificate or instrument representing securities issuable
pursuant to this Agreement will be endorsed with the following legend:
THE SECURITIES EVIDENCED BY THIS. CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD,
TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE
TRANSFER IS MADE IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER
SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE
HOLDER OF THESE SECURITIES WHICH IS REASONABLY SATISFACTORY TO THE
COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR
HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS
DELIVERY REQUIREMENTS OF SUCH ACT.
(p) The Participant hereby represents that the address of the
Participant ftirnished by Participant on the signature page hereof
is the Participant"s principal residence if Participant is an
individual or its principal business address if it is a corporation
or other entity.
(q) The Participant represents that the Participant has full power
and authority (corporate, statutory and otherwise) to execute and
deliver this Agreement and to purchase the Offered Shares. This
Agreement constitutes the legal, valid and binding obligation of the
Participant, enforceable against the Participant in accordance with
its terms,
(r) If the Participant is a corporation, partnership,
limited liability company, trust, employee benefit plan, individual
retirement account, ▇▇▇▇▇ Plan, or other tax-exempt entity, it is
authorized and qualified to invest in the Company and the person
signing this Agreement on behalf of such entity has been duly
authorized by such entity to do so.
(s) The Participant acknowledges that if he or she is a Registered
Representative of an NASD member firm, he or she must give such firm
the notice required by the NASD"s Rules of Fair Practice, receipt of
which must be acknowledged by such firm in Annex A below.
(t) The Participant acknowledges that at such time, if ever, as the
Offered Shares are registered with the Securities Exchange Commission,
sales of the Offered Shares will be subject to state securities laws.
(u) The Participant agrees not to issue any public statement with
respect to the Participant"s investment or proposed investment in the
Company or the terms of any agreement or covenant between them and the
Company without the Company"s prior written consent, except such
disclosures as may be required under applicable law or under any
applicable order, rule or regulation.
3. Representations and Warranties by the Company. The Company represents
and warrants that:
(a) Due Incorporation. The Company is a corporation duly organized,
validly existing and in good standing under the laws of the jurisdiction
of its incorporation and has the requisite corporate power to own its
properties and to carry on its business as now being conducted. The
Company is duly qualified
Common Stock Subscription Agreement
Participant's Initials Exhibit A-6 TWL Corporation
as a foreign corporation to do business and is in good standing in each
jurisdiction where the nature of the business conducted or property
owned by it makes such qualification necessary, other than those
jurisdictions in which the failure to so qualify would not have a
material adverse effect on the business, operations or financial
condition of the Company.
(b) Outstanding Stock The authorized, issued and outstanding capital
stock of the Company prior to the commencement of the Offering is as
set forth in the Public Reports (as defined in the Memorandum) and all
issued and outstanding shares of the Company are validly issued, fully
paid and nonassessable. Except as set forth in the Public Information,
there are no outstanding options, warrants, agreements, convertible
securities, preemptive rights or other rights to subscribe for or
to purchase any shares of capital stock of the Company. Except as set
forth in the Public Information and as otherwise required by law, there
are no restrictions upon the voting or transfer of any of the shares of
capital stock of the Company pursuant to the Company"s Articles of
Incorporation (the "Articles of Incorporation"), By-laws or other
governing documents or any agreement or other instruments to which the
Company is a party or by which the Company is bound.
(c) Authority: Enforceability. This Subscription and the Rights Agreement
delivered together with this Subscription or in connection herewith have
been duly authorized, executed, and delivered by the Company and are
valid and binding agreements, enforceable in accordance with their terms,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium, and similar laws of general applicability relating to or
affecting creditors" rights generally and to general principles of
equity; and the Company has full corporate power and authority necessary
to enter into this Subscription and the Rights Agreement and to perform
its obligations hereunder and under all other agreements entered into by
the Company relating hereto.
(d) Consents, No consent, approval, authorization, or order of any court,
governmental agency or body or athitrator having jurisdiction over the
Company, the National Association of Securities Dealers, Inc., the Over
the Counter Bulletin Board (the "OTC Bulletin Board"), nor the Company's
stockholders is required for execution of this Subscription, and all
other agreements entered into by the Company relating thereto, including,
without limitation, the issuance and sale of the Offered Shares, and
the performance of the Company"s obligations hereunder and under all
such other agreements.
(e) Non-Disclosure. The Company agrees not to disclose the name,
addresses or any other information about the Participant, except as
required by law; provided, that the Company may use the name of the
Participant for any offering or in any registration statement filed by
the Company, if any, in which the Offered Shares purchased by Participant
are included.
4. Agreement to Indemnify Company. Participant hereby agrees to indemnify
and hold harmless
the Company, its principals, the Company"s officers, directors attorneys,
employees, affiliates, controlling persons and agents and their
respective heirs, representatives, successors and assigns, from any and
all liabilities, damages, costs and expenses (including actual attorneys"
fees) which they may incur: 0) by reason of Participant"s failure to
fulfill any of the terms and conditions of this Subscription; (ii)
by reason of Participant's breach of any of representations, warranties
or agreements contained in this Subscription, the Certificate of
Accredited Investor Status, the Rights Agreement or any other document
attached to the Memorandum or furnished to any of the foregoing in
connection with the purchase of the Offered Shares; (iii) with respect
to any and all claims made by or involving any person, other than
Participant personally, claiming any interest, right, title, power, or
authority in respect to the Offered Shares; or (iv) any sale or
distribution of the Offered Shares by the Participant in violation of
the Securities Act or any applicable state securities or "blue sky" laws.
Participant further agrees and acknowledges that these
Common Stock Subscription Agreement
Participant's Initials Exhibit A-7 TWL Corporation
indemnifications shall survive any sale or transfer, or attempted sale
or transfer, of any portion of the Offered Shares.
5. Any notice or other communication given hereunder shall be deemed
sufficient if in writing and sent by registered or certified mail,
return receipt requested, or delivered by hand against written receipt
therefor, addressed as follows:
(i) if to the Company, to:
TWL Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile. (▇▇▇) ▇▇▇-▇▇▇▇
With a copy to (which shall not constitute notice):
Sichenzia ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP
▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn; ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
(ii) if to the Participant, to the Participant's address, indicated on
the signature page of this Agreement.
Notices shall be deemed to have been given or delivered on the date of
mailing, except notices of change of address, which shall be deemed to
have been given or delivered when received.
6. Subscription Binding on Heirs, etc. This Subscription, upon acceptance
by the Company, shall be binding upon the heirs, executors,
administrators, successors and assigns of the Participant. If the
undersigned is more than one person, the obligations of the undersigned
shall bejoint and several and the representations and warranties shall
be deemed to be made by and be binding on each such person and his or
her heirs, executors, administrators, successors, and assigns.
7. Execution Authorized. If this Subscription is executed on behalf of a
corporation, partnership, trust or other entity, the undersigned has
been duly authorized and empowered to legally represent such entity and
to execute this Subscription and all other instruments in connection with
the Offered Shares and the signature of the person is binding upon such
entity.
8. Adoption of Terms and Provisions. The Participant hereby adopts,
accepts and agrees to be bound by all the terms and provisions hereof.
9. Except as otherwise provided herein, this Agreement shall not be
changed, modified or amended except by a writing signed by the parties
to be charged, and this Agreement may not be discharged except by
performance in accordance with its tents or by a writing signed by
the party to be charged.
10. Governing Law. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT
MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY
AGREE THAT ALL THE TERMS AND PROVISIONS HEREOF SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERflED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD
Common Stock Subscription Agreement
Participant's Initials Exhibit A-8 TWL Corporation
TO SUCH STATE'S PRINCIPLES OF CONFLICTS OF LAW. IN THE EVENT THAT A
JUDICIAL PROCEEDING IS NECESSARY, THE SOLE FORUM FOR RESOLVING
DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT IS THE COURTS
STATE OF NEW YORK IN AND FOR THE COUNTY OF NEW YORK OR THE FEDERAL
COURTS FOR SUCH STATE AND COUNTY, AND ALL RELATED APPELLATE COURTS,
THE PARTIES HEREBY IRREVOCABLY CONSENT TO THE JURISDICTION OF SUCH
COURTS AND AGREE TO SAID VENUE.
11. In order to discourage frivolous claims the parties agree that
unless a claimant in any proceeding arising out of this Agreement
succeeds in establishing his claim and recovering a judgment against
another party (regardless of whether such claimant succeeds against one
of the other parties to the action), then the other party shall be
entitled to recover from such claimant all of its/their reasonable
legal costs and expenses relating to such proceeding and/or incurred in
preparation therefor.
12. The holding of any provision of this Agreement to be invalid or
unenforceable by a court of competent jurisdiction shall not affect
any other provision of this Agreement, which shall remain in full force
and effect. If any provision of this Agreement shall be declared by a
court of competent jurisdiction to be invalid, illegal or incapable of
being enforced in whole or in part, such provision shall be interpreted
so as to remain enforceable to the maximum extent permissible consistent
with applicable law and the remaining conditions and provisions or
portions thereof shall nevertheless remain in full force and effect and
enforceable to the extent they are valid, legal and enforceable, and no
provisions shall be deemed dependent upon any other covenant or provision
unless so expressed herein.
13. It is agreed that a waiver by either party of a breach of any
provision of this Agreement shall not operate, or be construed, as a
waiver of any subsequent breach by that same party.
14. The parties agree to execute and deliver all such further documents,
agreements and instruments and take such other and further action as may
be necessary or appropriate to carry out the purposes and intent of this
Agreement.
15. This Agreement may be executed in two or more counterparts each of
which shall be deemed an original, but all of which shall together
constitute one and the same instrument.
16. Nothing in this Agreement shall create or be deemed to create any
rights in any person or entity not a party to this Agreement.
17. Investor Information: (This mustbe consistent with the form of
ownership selected below and the information provided in the Certificate
of Accredited Investor Status (Annex A hereto).
Name lease print):
If entity named above, By:
Its:___________________________________________
Social Security or Taxpayer I.D, Number:
Business Address (including zip code):
Business Phone:
Residence Address (including zip code):
Residence Phone: _____________
All communications to be sent to:
_______ Business or _______ Residence Address
Common Stock Subscription Agreement
Participant's initials Exhibit A-10 TWL Corporation
Please indicate below the form in which you will hold title to your
interest in the Offered Shares. PLEASE CONSIDER CAREFULLY. ONCE YOUR
SUBSCRIPTION IS ACCEPTED, A CHANGE IN THE FORM OF TITLE CONSTITUTES A
TRANSFER OF THE INTEREST IN THE OFFERED SHARES AND MAY THEREFORE BE
RESTRICTED BY THE TERMS OF THIS SUBSCRIPTION, AND MAY RESULT IN
ADDITIONAL COSTS TO YOU. Participants should seek the advice of their
attorneys in deciding in which of the forms they should take ownership
of the interest in the Offered Shares, because different forms of
ownership can have varying gift tax, estate tax, income tax, and other
consequences, depending on the state of the investor"s domicile and his
or her particular personal circumstances.
_______ INDIVIDUAL OWNERSHIP (one signature required)
_____JOINT TENANTS WITH RIGHT OF SURVIVORSHIP AND NOT AS TENANTS IN
COMMON (both or all parties must sign)
_______ COMMUNITY PROPERTY (one signature required if interest held in
one name, i.e., managing spouse; two signatures required if interest
held in both names)
______ TENANTS IN COMMON (both or all parties must sign)
______ GENERAL PARTNERSHIP (fill out all documents in the name of the
PARTNERSHIP, by a PARTNER authorized to sign)
______ LIMITED PARTNERSHIP (fill out all documents in the name of the
LIMITED PARTNERSHIP, by a GENERAL PARTNER authorized to sign)
______ LIMITED LIABILITY COMPANY (fill out all documents in the name of
the LIMITED LIABILITY COMPANY, by a member authorized to sign)
_______ CORPORATION (fill out all documents in the name of the
CORPORATION, by the President or other officer authorized to sign)
_______ TRUST (fill out all documents in the name of the TRUST, by the
Trustee, and include a copy of the instrument creating the trust and any
other documents necessary to show the investment by the Trustee is
authorized, The date of the trust must appear on the Notarial where
indicated.)
Common Stock Subscription Agreement
Participant's Initials Exhibit A-11 TWL Corporation
Subject to acceptance by the Company, the undersigned has completed this
Subscription Agreement to evidence his/her subscription for participation
in the Offered Shares of the Company, this 3 day of Oct,
at ________________________
PARTICIPANT
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
By:
Its: Analyst
The Company has accepted this subscription this _____ day of
__________________________
"COMPANY"
TWL CORPORATION,
a Utah corporation
By:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President and CEO
Address for notice:
TWL Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Common Stock Subscription Agreement
Participant"s Initials Exhibit A-12 TWL Corporation
CERTIFICATE OF SIGNATORY
(To be completed if Offered Shares are being subscribed for by an
entity)
I, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, am the Analyst of Linden Growth Partners Master
Fund, LP (the "Entity")
I certify that I am empowered and duly authorized by the Entity
to execute and carry out the terms of the Subscription Agreement and
to purchase and hold the Offered Shares, and certify further that the
Subscription Agreement has been duly and validly executed on behalf of
the Entity and constitutes a legal and binding obligation of the Entity.
IN WITNESS WHEREOF, I have set my hand this 3 day of Oct, 2007
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Common Stock Subscription Agreement
Participant's Initials Exhibit A-13 TWL Corporation