FORM OF PREFERRED STOCK SUBSCRIPTION AGREEMENT
EXHIBIT 10.4
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This
Preferred Stock Subscription Agreement (this “Agreement”) has been
executed by the subscriber set forth in the signature page attached hereto (the
“Subscriber”)
in connection with the private placement offering (the “Offering” or the
“PPO”) of a
minimum of 40,000,000 and a maximum of 60,000,000 shares (the “Shares”) of the
common stock, par value $0.001 per share (the “Common Stock”), or the Series A
Convertible Preferred Stock, par value $0.001 per share (the “Preferred Stock”), of
California Gold Corp., a Nevada Corporation (the “Company”), at a
purchase price of $0.025 per Share. This subscription is being
submitted to you in accordance with and subject to the terms and conditions
described in this Agreement.
The
Shares being subscribed for pursuant to this Agreement have not been registered
under the Securities Act of 1933, as amended (the “Securities
Act”). The Offering is being made to “accredited investors,”
as defined in Regulation D under the Securities Act, and non-”U.S. persons,” as
defined in Regulation S under the Securities Act. The Company reserves the
right, in its sole discretion and for any reason, to reject any Subscriber’s
subscription in whole or in part, or to allot less than the number of Shares
subscribed for.
The
closing of the Offering (the “Closing;” and the
date on which such Closing occurs hereinafter referred to as the “Closing Date”) shall
be at the offices of Gottbetter & Partners, LLP, as escrow agent (the
“Escrow Agent”), at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ (or such other place as is mutually agreed to by the
Company). The Company may conduct an initial closing for the sale of
the Shares once the minimum offering amount has been subscribed for. Thereafter,
the Company may conduct multiple closings for the sale of the Shares until the
termination of the Offering. Subject to prior sale of all of the
Shares offered or prior termination of the Offering, the Offering shall continue
until December 31, 2010, unless further extended by the Company in its sole
discretion.
1. Subscription. The
undersigned Subscriber hereby subscribes to purchase the number of Shares set
forth on the signature page attached hereto, at an aggregate price as set forth
on such signature page (the “Purchase Price”),
subject to the terms and conditions of this Agreement and on the basis of the
representations, warranties, covenants and agreements contained
herein.
2. Subscription
Procedure. To complete a subscription for the Shares, the
Subscriber must fully comply with the subscription procedure provided in this
Section on or before the Closing Date.
(a) Transaction
Documents. On or before the Closing Date, the Subscriber shall
review, complete and execute the Signature Page to this Agreement (page A-16),
the Investor Certification (pages A-18 and A-19) and the form (page A-20)
required by the AML provision of the US Patriot Act (including all information
and documentation required by such form), collectively, the “Transaction
Documents”), and deliver the Transaction Documents to the Escrow
Agent. Executed documents may be delivered to the Escrow Agent by
facsimile, if the Subscriber delivers the original copies of the documents to
the Escrow Agent as soon as practicable thereafter.
(b) Purchase
Price. Simultaneously with the delivery of the Transaction
Documents to the Escrow Agent as provided herein, and in any event on or prior
to the Closing Date, the Subscriber shall deliver directly to the Escrow Agent
the full Purchase Price by check or by wire transfer of immediately available
funds.
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(c) Company
Discretion. The Subscriber understands and agrees that the
Company in its sole discretion reserves the right to accept or reject this or
any other subscription for Shares, in whole or in part. The Company
shall have no obligation hereunder until the Company shall execute and deliver
to the Subscriber an executed copy of this Agreement. If this subscription is
rejected in whole, or the offering of Shares is terminated, all funds received
from the Subscriber will be returned without interest or offset, and this
Agreement shall thereafter be of no further force or effect. If this
subscription is rejected in part, the funds for the rejected portion of this
subscription will be returned without interest or offset, and this Agreement
will continue in full force and effect to the extent this subscription was
accepted.
3. Representations and Warranties of the
Company. The Company hereby represents and warrants to the
Subscriber the following:
(a) Organization and
Qualification. The Company is a corporation duly organized and
validly existing under the laws of the State of Nevada. The Company
has all requisite power and authority to carry on its business as currently
conducted, other than such failures that would not reasonably be expected to
have a material adverse effect on the Company’s business, properties or
financial condition (a “Material Adverse
Effect”). The Company is duly qualified to transact business
in each jurisdiction in which the failure to be so qualified would reasonably be
expected to have a Material Adverse Effect.
(b) Authorization. As
of the Closing, all action on the part of the Company, its board of directors,
officers and existing stockholders necessary for the authorization, execution
and delivery of this Agreement, and the performance of all obligations of the
Company hereunder and thereunder shall have been taken, and this Agreement,
assuming due execution by the parties hereto and thereto, will constitute valid
and legally binding obligations of the Company, enforceable in accordance with
their respective terms, subject to: (i) judicial principles limiting the
availability of specific performance, injunctive relief, and other equitable
remedies and (ii) bankruptcy, insolvency, reorganization, moratorium or other
similar laws now or hereafter in effect generally relating to or affecting
creditors’ rights.
(c) Valid Issuance of the Common
Stock and the Preferred Stock. The Shares, when issued, sold
and delivered in accordance with the terms of this Agreement for the
consideration expressed herein, shall be duly and validly issued and will be
free of restrictions on transfer directly or indirectly created by the Company
other than restrictions on transfer under this Agreement and under applicable
federal and state securities laws.
(d) Governmental
Consents. No consent, approval, order or authorization of, or
registration, qualification, designation, declaration or filing with, any
federal, state or local governmental authority on the part of the Company is
required in connection with the offer, sale or issuance of the Shares, except
for the following: (i) the filing of such notices as may be required under the
Securities Act and (ii) the compliance with any applicable state securities
laws, which compliance will have occurred within the appropriate time periods
therefor.
(e) Litigation. There
are no actions, suits, proceedings or investigations pending or, to the best of
the Company’s knowledge, threatened before any court, administrative agency or
other governmental body against the Company which question the validity of this
Agreement, or the right of the Company to enter into any of them, or to
consummate the transactions contemplated hereby. The Company is not a
party or subject to, and none of its assets is bound by, the provisions of any
order, writ, injunction, judgment or decree of any court or government agency or
instrumentality which would reasonably be expected to have a Material Adverse
Effect.
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(f)
Compliance with Other
Instruments. The Company is not in violation or default of any
provision of its Articles of Incorporation, each as in effect immediately prior
to the Closing, except for such failures as would not reasonably be expected to
have a Material Adverse Effect. The Company is not in violation or default of
any provision of any material instrument, mortgage, deed of trust, loan,
contract, commitment, judgment, decree, order or obligation to which it is a
party or by which it or any of its properties or assets are bound which would
reasonably be expected to have a Material Adverse Effect. To the best
of its knowledge, the Company is not in violation or default of any provision of
any federal, state or local statute, rule or governmental regulation which would
reasonably be expected to have a Material Adverse Effect. The
execution, delivery and performance of and compliance with this Agreement, and
the issuance and sale of the Shares, will not result in any such violation, be
in conflict with or constitute, with or without the passage of time or giving of
notice, a default under any such provision, require any consent or waiver under
any such provision (other than any consents or waivers that have been obtained),
or result in the creation of any mortgage, pledge, lien, encumbrance or charge
upon any of the properties or assets of the Company pursuant to any such
provision.
(g) Certain Registration
Matters. Assuming the accuracy of the Subscriber’s
representations and warranties set forth in this Agreement, and the
representations and warranties made by all other purchasers of Shares in the
Offering, no registration under the Securities Act is required for the offer and
sale of the Shares by the Company to the Subscriber hereunder.
(h) No General
Solicitation. Neither the Company nor any person acting on
behalf of the Company has offered or sold any of the Shares by any form of
general solicitation or general advertising (within the meaning of Regulation
D).
4. Representations and Warranties of the
Subscriber. The Subscriber represents and warrants to the
Company the following:
(a) The
Subscriber, its advisers, if any, and designated representatives, if any, have
the knowledge and experience in financial and business matters necessary to
evaluate the merits and risks of its prospective investment in the Company, and
have carefully reviewed and understand the risks of, and other considerations
relating to, the purchase of Shares and the tax consequences of the investment,
and have the ability to bear the economic risks of the investment.
(b) The
Subscriber is acquiring the Shares for investment for its own account and not
with the view to, or for resale in connection with, any distribution thereof.
The Subscriber understands and acknowledges that the Shares, have not been
registered under the Securities Act or any state securities laws, by reason of a
specific exemption from the registration provisions of the Securities Act and
applicable state securities laws, which depends upon, among other things, the
bona fide nature of the investment intent as expressed herein. The Subscriber
further represents that it does not have any contract, undertaking, agreement or
arrangement with any person to sell, transfer or grant participation to any
third person with respect to any of the Shares. The Subscriber understands and
acknowledges that the offering of the Shares pursuant to this Agreement will not
be registered under the Securities Act nor under the state securities laws on
the ground that the sale provided for in this Agreement and the issuance of
securities hereunder is exempt from the registration requirements of the
Securities Act and any applicable state securities laws.
(c) The
Subscriber understands that there is a limited public market for the Company’s
Common Stock and no market for its Preferred Stock and that there may never be
an active public market for the Common Stock or the Shares sold in the
Offering.
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(d) The
Subscriber, its advisers, if any, and designated representatives, if any, have
received and reviewed information about the Company and have had an opportunity
to discuss the Company’s business, management and financial affairs with its
management. The Subscriber understands that such discussions, as well as any
written information provided by the Company, were intended to describe the
aspects of the Company’s business and prospects which the Company believes to be
material, but were not necessarily a thorough or exhaustive description, and
except as expressly set forth in this Agreement, the Company makes no
representation or warranty with respect to the completeness of such information
and makes no representation or warranty of any kind with respect to any
information provided by any entity other than the Company. Some of such
information may include projections as to the future performance of the Company,
which projections may not be realized, may be based on assumptions which may not
be correct and may be subject to numerous factors beyond the Company’s
control. Additionally, the Subscriber understands and represents that
such Subscriber is purchasing the Shares notwithstanding the fact that the
Company may disclose in the future certain material information the Subscriber
has not received, including subsequent period financial statements that will be
filed with the SEC, that such Subscriber is not relying on any such information
in connection with such Subscriber’s purchase of the Shares and that such
Subscriber waives any right of action with respect to the nondisclosure to him
prior to his purchase of the Shares of any such information.
(e) As
of the Closing, all action on the part of Subscriber, and its officers,
directors and partners, if applicable, necessary for the authorization,
execution and delivery of this Agreement and the performance of all obligations
of the Subscriber hereunder shall have been taken, and this Agreement, assuming
due execution by the parties hereto, constitute a valid and legally binding
obligation of the Subscriber, enforceable in accordance with its terms, subject
to: (i) judicial principles limiting the availability of specific performance,
injunctive relief, and other equitable remedies and (ii) bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
generally relating to or affecting creditors’ rights.
(f) The
Subscriber either (i) is an “accredited investor” as defined in Rule 501 of
Regulation D as promulgated by the Securities and Exchange Commission under the
Securities Act or (ii) is not a “U.S. Person” as defined in Regulation S as
promulgated by the Securities and Exchange Commission under the Securities Act,
and, in each case, shall submit to the Company such further assurances of such
status as may be reasonably requested by the Company.
(g) The
Subscriber, if a non-U.S. Person, agrees that it is acquiring the Shares in an
offshore transaction pursuant to Regulation S and hereby represents to the
Company as follows:
(i) Subscriber
is outside the United States when receiving and executing this Subscription
Agreement;
(ii) Subscriber
has not acquired the Shares as a result of, and will not itself engage in, any
“directed selling efforts” (as defined in Regulation S) in the United States in
respect of the Shares which would include any activities undertaken for the
purpose of, or that could reasonably be expected to have the effect of,
conditioning the market in the United States for the resale of the Shares;
provided, however, that the Subscriber may sell or otherwise dispose of the
Shares pursuant to registration of the Shares under the Securities Act and any
applicable state and provincial securities laws or under an exemption from such
registration requirements and as otherwise provided herein;
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(iii) The
Subscriber understands and agrees that offers and sales of any of the Shares
prior to the expiration of a period of one year after the date of transfer of
the Shares under this Subscription Agreement (the “Distribution Compliance
Period”) shall only be made in compliance with the safe harbor provisions set
forth in Regulation S, pursuant to the registration provisions of the Securities
Act or an exemption therefrom, and that all offers and sales after the
Distribution Compliance Period shall be made only in compliance with the
registration provisions of the Securities Act or an exemption therefrom, and in
each case only in accordance with all applicable securities laws;
(iv) The
Subscriber understands and agrees not to engage in any hedging transactions
involving the Shares prior to the end of the Distribution Compliance Period
unless such transactions are in compliance with the Securities Act;
and
(v) The
Subscriber hereby represents that it has satisfied itself as to the full
observance of the laws of its jurisdiction in connection with any invitation to
subscribe for the Shares or any use of this Subscription Agreement, including:
(a) the legal requirements within its jurisdiction for the purchase of the
Shares; (b) any foreign exchange restrictions applicable to such purchase; (c)
any governmental or other consents that may need to be obtained; and (d) the
income tax and other tax consequences, if any, that may be relevant to the
purchase, holding, redemption, sale or transfer of the Shares. Such Subscriber’s
subscription and payment for, and its continued beneficial ownership of the
Shares, will not violate any applicable securities or other laws of the
Subscriber’s jurisdiction.
(h) The
Subscriber or its duly authorized representative realizes that because of the
inherently speculative nature of an investment in the Company, the investment is
subject to a high degree of financial and market risk that can result in
substantial or, at times, even total losses.
(i) The
Subscriber has adequate means of providing for its current and anticipated
financial needs and contingencies, is able to bear the economic risk for an
indefinite period of time and has no need for liquidity of the investment in the
Shares and could afford complete loss of such investment.
(j) The
Subscriber is not subscribing for Shares as a result of or subsequent to any
advertisement, article, notice or other communication, published in any
newspaper, magazine or similar media or broadcast over television, radio, or the
internet, or presented at any seminar or meeting, or any solicitation of a
subscription by a person not previously known to the Subscriber in connection
with investments in securities generally.
(k) Subscriber
represents that neither it nor, to its knowledge, any person or entity
controlling, controlled by or under common control with it, nor any person
having a beneficial interest in it, nor any person on whose behalf the
Subscriber is acting: (i) is a person listed in the Annex to Executive Order No.
13224 (2001) issued by the President of the United States (Executive Order
Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten
to Commit, or Support Terrorism); (ii) is named on the List of Specially
Designated Nationals and Blocked Persons maintained by the U.S. Office of
Foreign Assets Control; (iii) is a non-U.S. shell bank or is providing banking
services indirectly to a non-U.S. shell bank; (iv) is a senior non-U.S.
political figure or an immediate family member or close associate of such
figure; or (v) is otherwise prohibited from investing in the Company pursuant to
applicable U.S. anti-money laundering, anti-terrorist and asset control laws,
regulations, rules or orders (categories (i) through (v), each a “Prohibited Subscriber”). The
Subscriber agrees to provide the Company, promptly upon request, all information
that the Company reasonably deems necessary or appropriate to comply with
applicable U.S. anti-money laundering, anti-terrorist and asset control laws,
regulations, rules and orders. The Subscriber consents to the disclosure to U.S.
regulators and law enforcement authorities by the Company and its affiliates and
agents of such information about the Subscriber as the Company reasonably deems
necessary or appropriate to comply with applicable U.S. antimony laundering,
anti-terrorist and asset control laws, regulations, rules and orders. If the
Subscriber is a financial institution that is subject to the USA Patriot Act,
the Subscriber represents that it has met all of its obligations under the USA
Patriot Act. The Subscriber acknowledges that if, following its investment in
the Company, the Company reasonably believes that the Subscriber is a Prohibited
Subscriber or is otherwise engaged in suspicious activity or refuses to promptly
provide information that the Company requests, the Company has the right or may
be obligated to prohibit additional investments, segregate the assets
constituting the investment in accordance with applicable regulations or
immediately require the Subscriber to transfer the Securities. The
Subscriber further acknowledges that the Subscriber will have no claim against
the Company or any of its affiliates or agents for any form of damages as a
result of any of the foregoing actions.
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(l) All
of the information that the Subscriber has heretofore furnished or which is set
forth herein is correct and complete as of the date of this Agreement, and, if
there should be any material change in such information prior to the admission
of the undersigned to the Company, the Subscriber will immediately furnish
revised or corrected information to the Company.
(m) The
Subscriber represents and warrants to the Company that neither the Subscriber
nor any of its affiliates has directly or indirectly traded any securities of
the Company, including without limitation, making any short sales or engaging in
any hedging transaction with respect to such securities (collectively, “Prohibited
Transactions”), since becoming aware of the
Offering. Furthermore, Subscriber shall not engage in any Prohibited
Transactions through the final Closing Date.
5. “Piggyback” Registration
Rights.
(a) Piggyback
Registration. If the Company shall determine to
register for sale for cash any of its Common Stock, for its own account or for
the account of others (other than the Subscriber) pursuant to a registration
statement initially filed after the date of this Agreement, other than (i) a
registration relating solely to employee benefit plans or securities issued or
issuable to employees, consultants (to the extent the securities owned or to be
owned by such consultants could be registered on Form S-8) or any of their
family members (including a registration on Form S-8) or (ii) a registration
relating solely to a Securities Act Rule 145 transaction or a registration on
Form S-4 in connection with a merger, acquisition, divestiture, reorganization
or similar event, the Company shall promptly give to the Subscriber written
notice thereof (and in no event shall such notice be given less than 20 calendar
days prior to the filing of such registration statement), and shall include as a
piggyback registration (the “Piggyback
Registration”) all of the Shares of Common Stock into which the shares of
Preferred Stock are convertible (the “Common Shares”), specified in a written
request delivered by the Subscriber to the Company within 10 calendar days after
receipt of such written notice from the Company. However, the Company may,
without the consent of the Subscriber, withdraw such registration statement
prior to its becoming effective if the Company or such other stockholders have
elected to abandon the proposal to register the securities proposed to be
registered thereby. Notwithstanding the foregoing, in the event that
the SEC limits the amount of shares that may be registered in such registration
statement, the Company may scale back from the registration statement such
number of Common Shares, on a pro-rata basis, as is required to meet the scale
back requirements. Additionally, in any such registration statement, SEC scale
back requirements shall apply first, to the Subscriber’s securities and second,
to any other shares being registered pursuant to a mandatory or demand
registration obligation of the Company.
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(b) Underwriting. If
a Piggyback Registration is for a registered public offering that is to be made
by an underwriting, the Company shall so advise the Subscriber of the shares
eligible for inclusion in such registration statement pursuant to Section
5(a). In that event, the right of any Subscriber to Piggyback
Registration shall be conditioned upon such Subscriber’s participation in such
underwriting and the inclusion of such Subscriber’s shares in the underwriting
to the extent provided herein. The Subscriber proposing to sell any of its
shares through such underwriting shall (together with the Company and any other
stockholders of the Company selling their securities through such underwriting)
enter into an underwriting agreement in customary form with the underwriter
selected for such underwriting by the Company or the selling stockholders, as
applicable. Notwithstanding any other provision of this Section, if the
underwriter or the Company determines that marketing factors require a
limitation on the number of shares of Common Stock or the amount of other
securities to be underwritten, the underwriter may exclude some or all
Subscriber’s shares from such registration and underwriting. The
Company shall so advise the Subscriber (unless the Subscriber failed to timely
elect to include its shares through such underwriting or has indicated to the
Company its decision not to do so), and indicate to such Subscriber the number
of shares that may be included in the registration and underwriting, if any. The
number of shares to be included in such registration and underwriting shall be
allocated among all of the subscribers in the Offering (the “Subscribers”) as
follows:
(i) If
the Piggyback Registration was initiated by the Company, the number of shares
that may be included in the registration and underwriting shall be allocated
first to the Company and then, subject to obligations and commitments existing
as of the date hereof, to all selling stockholders, including the Subscribers,
who have requested to sell in the registration on a pro rata basis according to
the number of shares requested to be included therein; and
(ii) If
the Piggyback Registration was initiated by a mandatory registration or the
exercise of demand registration rights by a stockholder or stockholders of the
Company (other than the any of the Subscribers), then the number of shares that
may be included in the registration and underwriting shall be allocated first to
such selling stockholders who are entitled to the mandatory registration or who
exercised such demand and then, subject to obligations and commitments existing
as of the date hereof, to all other selling stockholders, including the
Subscribers, who have requested to sell in the registration on a pro rata basis
according to the number of shares requested to be included therein.
No shares
excluded from the underwriting by reason of the underwriter’s marketing
limitation shall be included in such registration. If the Subscriber disapproves
of the terms of any such underwriting, the Subscriber may elect to withdraw such
Subscriber’s shares therefrom by delivering a written notice to the Company and
the underwriter. The shares so withdrawn from such underwriting shall also be
withdrawn from such registration; provided, however, that, if by
the withdrawal of such shares, a greater number of shares held by other
Subscribers may be included in such registration (up to the maximum of any
limitation imposed by the underwriters), then the Company shall offer to all
Subscribers who have included shares in the registration the right to include
additional shares pursuant to the terms and limitations set forth herein in the
same proportion used above in determining the underwriter
limitation.
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c.
Indemnification.
(i) In
the event of the offer and sale of shares under the Securities Act, the Company
shall, and hereby does, indemnify and hold harmless, to the fullest extent
permitted by law, each Subscriber, its directors, officers, partners, each other
person who participates as an underwriter in the offering or sale of such
securities, and each other person, if any, who controls or is under common
control with such Subscriber or any such underwriter within the meaning of
Section 15 of the Securities Act, against any losses, claims, damages or
liabilities, joint or several, and expenses to which the Subscriber or any such
director, officer, partner or underwriter or controlling person may become
subject under the Securities Act or otherwise, insofar as such losses, claims,
damages, liabilities or expenses (or actions or proceedings, whether commenced
or threatened, in respect thereof) arise out of or are based upon any untrue
statement of any material fact contained in any registration statement prepared
and filed by the Company under which shares were registered under the Securities
Act, any preliminary prospectus, final prospectus or summary prospectus
contained therein, or any amendment or supplement thereto, or any omission to
state therein a material fact required to be stated or necessary to make the
statements therein in light of the circumstances in which they were made not
misleading, and the Company shall reimburse the Subscriber, and each such
director, officer, partner, underwriter and controlling person for any legal or
any other expenses reasonably incurred by them in connection with investigating,
defending or settling any such loss, claim, damage, liability, action or
proceeding; provided, that such
indemnity agreement found in this Section 5(c)(i) shall in no event exceed the
net proceeds from the sale of such shares received by the Company; and provided further,
that the Company shall not be liable in any such case (i) to the extent that any
such loss, claim, damage, liability (or action or proceeding in respect thereof)
or expense arises out of or is based upon an untrue statement in or omission
from such registration statement, any such preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement in reliance upon and in
conformity with written information furnished to the Company for use in the
preparation thereof or (ii) if the person asserting any such loss, claim,
damage, liability (or action or proceeding in respect thereof) or expense who
purchased the shares that are the subject thereof did not receive a copy of an
amended preliminary prospectus or the final prospectus (or the final prospectus
as amended or supplemented) at or prior to the written confirmation of the sale
of such shares to such person because of the failure of such Subscriber or
underwriter to so provide such amended preliminary or final prospectus and the
untrue statement or omission of a material fact made in such preliminary
prospectus was corrected in the amended preliminary or final prospectus (or the
final prospectus as amended or supplemented). Such indemnity shall remain in
full force and effect regardless of any investigation made by or on behalf of
the Subscribers, or any such director, officer, partner, underwriter or
controlling person and shall survive the transfer of such shares by the
Subscriber.
(ii) As
a condition to including shares in any registration statement filed pursuant to
this Agreement, each Subscriber agrees to be bound by the terms of this Section
5(c) and to indemnify and hold harmless, to the fullest extent permitted by law,
the Company, each of its directors, officers, partners, legal counsel and
accountants and each underwriter, if any, and each other person, if any, who
controls the Company within the meaning of Section 15 of the Securities Act,
against any losses, claims, damages or liabilities, joint or several, to which
the Company or any such director or officer or controlling person may become
subject under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions or proceedings, whether commenced or
threatened, in respect thereof) that arises out of or is based upon an untrue
statement in or omission from such registration statement, any such preliminary
prospectus, final prospectus, summary prospectus, amendment or supplement in
reliance upon and in conformity with written information furnished by the
Subscriber for use in the preparation thereof, and such Subscriber shall
reimburse the Company, and such Subscribers, directors, officers, partners,
legal counsel and accountants, persons, underwriters, or control persons, each
such director, officer, and controlling person for any legal or other expenses
reasonably incurred by them in connection with investigating, defending, or
settling any such loss, claim, damage, liability, action or proceeding; provided, however, that such
indemnity agreement found in this Section 5(c)(ii) shall in no event exceed the
net proceeds received by such Subscriber as a result of the sale of shares
pursuant to such registration statement, except in the case of fraud or willful
misconduct. Such indemnity shall remain in full force and effect,
regardless of any investigation made by or on behalf of the Company or any such
director, officer or controlling person and shall survive the transfer by any
Subscriber of such shares.
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(iii) Promptly
after receipt by an indemnified party of notice of the commencement of any
action or proceeding involving a claim referred to in this Section (including
any governmental action), such indemnified party shall, if a claim in respect
thereof is to be made against an indemnifying party, give written notice to the
indemnifying party of the commencement of such action; provided, that the
failure of any indemnified party to give notice as provided herein shall not
relieve the indemnifying party of its obligations under this Section, except to
the extent that the indemnifying party is actually prejudiced by such failure to
give notice. In case any such action is brought against an
indemnified party, unless in the reasonable judgment of counsel to such
indemnified party a conflict of interest between such indemnified and
indemnifying parties may exist or the indemnified party may have defenses not
available to the indemnifying party in respect of such claim, the indemnifying
party shall be entitled to participate in and to assume the defense thereof,
with counsel reasonably satisfactory to such indemnified party and, after notice
from the indemnifying party to such indemnified party of its election so to
assume the defense thereof, the indemnifying party shall not be liable to such
indemnified party for any legal or other expenses subsequently incurred by the
latter in connection with the defense thereof, unless in such indemnified
party’s reasonable judgment a conflict of interest between such indemnified and
indemnifying parties arises in respect of such claim after the assumption of the
defenses thereof or the indemnifying party fails to defend such claim in a
diligent manner, other than reasonable costs of
investigation. Neither an indemnified nor an indemnifying party shall
be liable for any settlement of any action or proceeding effected without its
consent. No indemnifying party shall, without the consent of the
indemnified party, consent to entry of any judgment or enter into any
settlement, which does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such indemnified party of a release from all
liability in respect of such claim or litigation. Notwithstanding
anything to the contrary set forth herein, and without limiting any of the
rights set forth above, in any event any party shall have the right to retain,
at its own expense, counsel with respect to the defense of a claim. Each
indemnified party shall furnish such information regarding itself or the claim
in question as an indemnifying party may reasonably request in writing and as
shall be reasonably required in connection with defense of such claim and
litigation resulting therefrom.
(iv) If
an indemnifying party does not assume, or is not permitted to assume, the
defense of an action pursuant to Sections 5(c)(iii) or in the case of the
expense reimbursement obligation set forth in Sections 5(c)(i) and 5(c)(ii), the
indemnification required by Sections 5(c)(i) and 5(c)(ii) shall be made by
periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills received or expenses, losses, damages or
liabilities are incurred.
(v) If
the indemnification provided for in Section 5(c)(i) or 5(c)(ii) is held by a
court of competent jurisdiction to be unavailable to an indemnified party with
respect to any loss, liability, claim, damage or expense referred to herein, the
indemnifying party, in lieu of indemnifying such indemnified party hereunder,
shall contribute to the amount paid or payable by such indemnified party as a
result of such loss, liability, claim, damage or expense (i) in such proportion
as is appropriate to reflect the proportionate relative fault of the
indemnifying party on the one hand and the indemnified party on the other
(determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or omission relates to information supplied
by the indemnifying party or the indemnified party and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent
such untrue statement or omission), or (ii) if the allocation provided by clause
(i) above is not permitted by applicable law or provides a lesser sum to the
indemnified party than the amount hereinafter calculated, then in such
proportion as is appropriate to reflect not only the proportionate relative
fault of the indemnifying party and the indemnified party, but also the relative
benefits received by the indemnifying party on the one hand and the indemnified
party on the other, as well as any other relevant equitable considerations. No
indemnified party guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any
indemnifying party who was not guilty of such fraudulent
misrepresentation.
9
(vi) Notwithstanding
the foregoing, to the extent that the provisions on indemnification and
contribution contained in the underwriting agreement entered into in connection
with an underwritten public offering are in conflict with the foregoing
provisions, the provisions in the underwriting agreement shall
control.
(vii) Indemnification
similar to that specified in this Section (with appropriate modifications) shall
be given by the Company and each Subscriber of shares with respect to any
required registration or other qualification of securities under any federal or
state law or regulation or governmental authority other than the Securities
Act.
d. Assignment of
Rights. No Subscriber may assign its rights under this Section
5 to any party without the prior written consent of the Company; provided, however, that any
Subscriber may assign its rights under this Section 5 without such consent to a
Permitted Assignee as long as (i) such transfer or assignment is effected in
accordance with applicable securities laws; (ii) such transferee or assignee
agrees in writing to become subject to the terms of this Agreement; and (iii)
such subscriber notifies the Company in writing of such transfer or assignment,
stating the name and address of the transferee or assignee and identifying the
shares with respect to which such rights are being transferred or
assigned.
For
purposes of this Section 5(d), “Permitted Assignee” means (1) with respect to a
partnership, its partners or former partners in accordance with their
partnership interests, (2) with respect to a corporation, its stockholders in
accordance with their interest in the corporation, (3) with respect to a limited
liability company, its members or former members in accordance with their
interest in the limited liability company, (4) with respect to an individual
party, any family member (spouse, descendants or trust the beneficial interests
of which are owned by any of such individuals) of such party, (5) an entity that
is controlled by, controls, or is under common control with a transferor, or (6)
a party to this Agreement.
e. Compliance. The
Subscriber covenants and agrees that such Subscriber will comply with the
prospectus delivery requirements of the Securities Act as applicable to such
Subscriber in connection with sales of Shares pursuant to a registration
statement required hereunder.
f. Information by
Subscriber. The Subscriber covenants and agrees that such
Subscriber, if included in any registration, shall furnish to the Company such
information as the Company may reasonably request in writing regarding such
Subscriber and the distribution proposed by such Subscriber including any
selling shareholder questionnaire if requested by the Company.
6. Transfer
Restrictions. The Subscriber acknowledges and agrees as
follows:
(a) The
Shares have not been registered for sale under the Securities Act and may only
be sold pursuant to registration under the Securities Act or exemption
therefrom.
(b) The
Subscriber understands that the certificates representing the Shares, until such
time, if ever, that as they have been registered under the Securities Act, shall
bear a restrictive legend in substantially the following form (and a
stop-transfer order may be placed against transfer of such certificates or other
instruments):
10
FOR U.S.
PERSONS:
THESE
SECURITIES HAVE BEEN ISSUED PURSUANT TO THE SECTION 4(2) EXEMPTION TO THE
REGISTRATION PROVISIONS UNDER THE SECURITIES ACT OF 1933, AS
AMENDED. THESE SECURITIES CANNOT BE TRANSFERRED, OFFERED, OR SOLD
UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS
AVAILABLE.
FOR
NON-U.S. PERSONS:
THESE
SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S.
PERSONS (AS DEFINED IN REGULATION S) PURSUANT TO REGULATION S UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). ACCORDINGLY, NONE OF
THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAS BEEN REGISTERED UNDER THE
1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY
BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S.
PERSONS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE ▇▇▇▇
▇▇▇.
The
legend(s) set forth above shall be removed and the Company shall issue a
certificate without such legend to the holder of the shares of Preferred Stock
upon which such legend is stamped, if (a) such shares are being sold
pursuant to a registration statement under the Securities Act, or (b) such
holder delivers to the Company an opinion of counsel, in a reasonably acceptable
form, to the Company that a disposition of the shares is being made pursuant to
an exemption from such registration.
(c) No
governmental agency has passed upon the Shares, the shares of Common Stock or
the Warrants or made any finding or determination as to the wisdom of any
investments therein.
7. Indemnification. The
Subscriber agrees to indemnify and hold harmless the Company, Gottbetter &
Partners, LLP, as escrow agent in the Offering, and their respective officers,
directors, employees, agents, control persons and affiliates from and against
all losses, liabilities, claims, damages, costs, fees and expenses whatsoever
(including, but not limited to, any and all expenses incurred in investigating,
preparing or defending against any litigation commenced or threatened) based
upon or arising out of any actual or alleged false acknowledgment,
representation or warranty, or misrepresentation or omission to state a material
fact, or breach by the Subscriber of any covenant or agreement made by the
Subscriber herein or in any other document delivered in connection with this
Agreement.
8. Irrevocability; Binding
Effect. The Subscriber hereby acknowledges and agrees that the
subscription hereunder is irrevocable by the Subscriber, except as required by
applicable law, and that this Agreement shall survive the death or disability of
the Subscriber and shall be binding upon and inure to the benefit of the parties
and their heirs, executors, administrators, successors, legal representatives
and permitted assigns. If the Subscriber is more than one person, the
obligations of the Subscriber hereunder shall be joint and several and the
agreements, representations, warranties and acknowledgments herein shall be
deemed to be made by and be binding upon each such person and such person’s
heirs, executors, administrators, successors, legal representatives and
permitted assigns.
11
9. Modification. This
Agreement shall not be modified or waived except by an instrument in writing
signed by the party against whom any such modification or waiver is
sought.
10. Notices. Any notice
or other communication required or permitted to be given hereunder shall be in
writing and shall be mailed by certified mail, return receipt requested, or
delivered against receipt to the party to whom it is to be given (a) if to the
Company, at the address set forth above, or (b) if to the Subscriber, at the
address set forth on the signature page hereof (or, in either case, to such
other address as the party shall have furnished in writing in accordance with
the provisions of this Section 9). Any notice or other communication
given by certified mail shall be deemed given at the time of certification
thereof, except for a notice changing a party’s address which shall be deemed
given at the time of receipt thereof.
11. Assignability. This
Agreement and the rights, interests and obligations hereunder are not
transferable or assignable by the Subscriber and the transfer or assignment of
the Shares shall be made only in accordance with all applicable
laws.
12. Applicable
Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without reference to the
principles thereof relating to the conflict of laws.
13. Arbitration. The
parties agree to submit all controversies to arbitration in accordance with the
provisions set forth below and understand that:
(a) Arbitration
is final and binding on the parties.
(b) The
parties are waiving their right to seek remedies in court, including the right
to a jury trial.
(c) Pre-arbitration
discovery is generally more limited and different from court
proceedings.
(d) The
arbitrator’s award is not required to include factual findings or legal
reasoning and any party’s right to appeal or to seek modification of rulings by
arbitrators is strictly limited.
(e) The
panel of arbitrators will typically include a minority of arbitrators who were
or are affiliated with the securities industry.
(f) All
controversies which may arise between the parties concerning this Agreement
shall be determined by arbitration pursuant to the rules then pertaining to the
Financial Industry Regulatory Authority in New York City, New
York. Judgment on any award of any such arbitration may be entered in
the Supreme Court of the State of New York or in any other court having
jurisdiction of the person or persons against whom such award is
rendered. Any notice of such arbitration or for the confirmation of
any award in any arbitration shall be sufficient if given in accordance with the
provisions of this Agreement. The parties agree that the determination of the
arbitrators shall be binding and conclusive upon them.
14. Blue Sky
Qualification. The purchase of Shares under this Agreement is
expressly conditioned upon the exemption from qualification of the offer and
sale of the Shares from applicable federal and state securities
laws. The Company shall not be required to qualify this transaction
under the securities laws of any jurisdiction and, should qualification be
necessary, the Company shall be released from any and all obligations to
maintain its offer, and may rescind any sale contracted, in the
jurisdiction.
12
15. Use of
Pronouns. All pronouns and any variations thereof used herein
shall be deemed to refer to the masculine, feminine, neuter, singular or plural
as the identity of the person or persons referred to may require.
16. Confidentiality. The
Subscriber acknowledges and agrees that any information or data the Subscriber
has acquired from or about the Company or may acquire in the future, not
otherwise properly in the public domain, was received in
confidence. The Subscriber agrees not to divulge, communicate or
disclose, except as may be required by law or for the performance of this
Agreement, or use to the detriment of the Company or for the benefit of any
other person, or misuse in any way, any confidential information of the Company,
including any scientific, technical, trade or business secrets of the Company
and any scientific, technical, trade or business materials that are treated by
the Company as confidential or proprietary, including, but not limited to,
internal personnel and financial information of the Company or its affiliates,
information regarding oil and gas properties, the manner and methods of
conducting the business of the Company or its affiliates and confidential
information obtained by or given to the Company about or belonging to third
parties. In addition, the Subscriber acknowledges that it is aware
that the United States securities laws generally prohibit any person who is in
possession of material nonpublic information about a public company such as the
Company from purchasing or selling securities of such company.
17. Miscellaneous.
(a) This
Agreement constitutes the entire agreement between the Subscriber and the
Company with respect to the subject matter hereof and supersede all prior oral
or written agreements and understandings, if any, relating to the subject matter
hereof. The terms and provisions of this Agreement may be waived, or
consent for the departure therefrom granted, only by a written document executed
by the party entitled to the benefits of such terms or provisions.
(b) The
representations and warranties of the Company and the Subscriber made in this
Agreement shall survive the execution and delivery hereof and delivery of the
Shares.
(c) Each
of the parties hereto shall pay its own fees and expenses (including the fees of
any attorneys, accountants, appraisers or others engaged by such party) in
connection with this Agreement and the transactions contemplated hereby, whether
or not the transactions contemplated hereby are consummated.
(d) This
Agreement may be executed in one or more original or facsimile counterparts,
each of which shall be deemed an original, but all of which shall together
constitute one and the same instrument.
(e) Each
provision of this Agreement shall be considered separable and, if for any reason
any provision or provisions hereof are determined to be invalid or contrary to
applicable law, such invalidity or illegality shall not impair the operation of
or affect the remaining portions of this Agreement.
(f) Paragraph
titles are for descriptive purposes only and shall not control or alter the
meaning of this Agreement as set forth in the text.
(g) The
Subscriber understands and acknowledges that there may be multiple Closings for
the Offering.
13
(h) The
Subscriber hereby agrees to furnish the Company such other information as the
Company may request prior to the Closing with respect to its subscription
hereunder.
18. Public
Disclosure. Neither the Subscriber nor any officer, manager,
director, member, partner, stockholder, employee, affiliate, affiliated person
or entity of the Subscriber shall make or issue any press releases or otherwise
make any public statements or make any disclosures to any third person or entity
with respect to the transactions contemplated herein and will not make or issue
any press releases or otherwise make any public statements of any nature
whatsoever with respect to the Company without the Company’s express prior
approval. The Company has the right to withhold such approval in its sole
discretion.
14
How
to subscribe for Shares in the private offering of
1. Date and Fill in the number of
Shares being purchased and Complete and Sign the
Signature Page.
2. Initial the Investor
Certification page.
3. Fax or email all forms and then send
all signed original documents to:
Gottbetter
& Partners, LLP
▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇,
▇▇ ▇▇▇▇▇
Facsimile
Number: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone
Number: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, Paralegal
Email:
▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
4. If you
are paying the Purchase Price by check, a check for the exact dollar
amount of the Purchase Price for the number of Shares you are purchasing should
be made payable to the order of “Gottbetter & Partners, LLP,
Escrow Agent for CALIFORNIA GOLD CORP.” and should be sent directly to
Gottbetter &
Partners, LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇
▇▇▇▇▇.
5. If you
are paying the Purchase Price by wire transfer, you should send a wire
transfer for the exact dollar amount of the Purchase Price for the number of
Shares you are purchasing according to the following instructions:
|
BANK:
|
Citibank,
N.A.
|
|
▇▇▇
▇▇▇▇▇▇▇ ▇▇▇.
|
|
|
▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
|
|
|
ABA#:
|
▇▇▇▇▇▇▇▇▇
|
|
SWIFT
CODE:
|
▇▇▇▇▇▇▇▇
|
|
▇▇▇▇▇▇▇▇▇▇▇:
|
Gottbetter
& Partners, LLP Attorney Trust
|
|
▇▇▇
▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇
|
|
|
▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
|
|
|
PHONE:
|
▇▇▇-▇▇▇-▇▇▇▇
|
|
ACCOUNT:
|
9951660945
|
|
REFERENCE:
|
California
Gold Corp. Escrow – [Insert Subscriber’s
Name]
|
Thank you
for your interest,
15
IN
WITNESS WHEREOF, the Subscriber hereby executes this Subscription
Agreement.
Dated: December
___, 2010.
|
SUBSCRIBER
(individual)
|
SUBSCRIBER
(entity)
|
|
|
|
||
|
Signature
|
Name
of Entity
|
|
|
Print
Name
|
Signature
|
|
|
Print
Name:
|
||
|
Signature
(if Joint Tenants or Tenants in Common)
|
||
|
Title:
|
||
|
Address
of Principal Residence:
|
Address
of Executive Offices:
|
|
|
Social
Security Number(s):
|
IRS
Tax Identification Number:
|
|
|
Telephone
Number:
|
Telephone
Number:
|
|
|
Facsimile
Number:
|
Facsimile
Number:
|
|
|
Email
Address:
|
Email
Address:
|
|
|
|
x
|
|
=
|
|
||||
|
Number
of Series A
Preferred
Shares
|
Price
per Share
|
Purchase
Price
|
16
IN
WITNESS WHEREOF, the Company has duly executed this Subscription
Agreement.
|
Date:
December ___, 2010
|
||
|
By:
|
/s/
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
|
|
|
Name: ▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
|
||
|
Title: President
|
||
17
INVESTOR
CERTIFICATION
For
Individual Accredited Investors Only
(All Individual Accredited Investors
must INITIAL where
appropriate):
|
Initial
_______
|
I
have a net worth (including home, furnishings and automobiles) in excess
of $1,000,000 either individually or through aggregating my individual
holdings and those in which I have a joint, community property or other
similar shared ownership interest with my
spouse.
|
|
Initial
_______
|
I
have had an annual gross income for the past two years of at least
$200,000 (or $300,000 jointly with my spouse) and expect my income (or
joint income, as appropriate) to reach the same level in the current
year.
|
For
Non-Individual Accredited Investors
(All
Non-Individual Accredited Investors must INITIAL where
appropriate):
|
Initial
_______
|
The
investor certifies that it is a partnership, corporation, limited
liability company or business trust that is 100% owned by persons who meet
at least one of the criteria for Individual Investors set forth
above.
|
|
Initial
_______
|
The
investor certifies that it is a partnership, corporation, Limited
Liability Company or business trust that has total assets of at least $5
million and was not formed for the purpose of investing in the
Company.
|
|
Initial
_______
|
The
investor certifies that it is an employee benefit plan whose investment
decision is made by a plan fiduciary (as defined in ERISA §3(21)) that is
a bank, savings and loan association, insurance company or registered
investment adviser.
|
|
Initial
_______
|
The
investor certifies that it is an employee benefit plan whose total assets
exceed $5,000,000 as of the date of this
Agreement.
|
|
Initial
_______
|
The
undersigned certifies that it is a self-directed employee benefit plan
whose investment decisions are made solely by persons who meet either of
the criteria for Individual
Investors.
|
|
Initial
_______
|
The
investor certifies that it is a U.S. bank, U.S. savings and loan
association or other similar U.S. institution acting in its individual or
fiduciary capacity.
|
|
Initial
_______
|
The
undersigned certifies that it is a broker-dealer registered pursuant to
§15 of the Securities Exchange Act of
1934.
|
|
Initial
_______
|
The
investor certifies that it is an organization described in §501(c)(3) of
the Internal Revenue Code with total assets exceeding $5,000,000 and not
formed for the specific purpose of investing in the
Company.
|
|
Initial
_______
|
The
investor certifies that it is a trust with total assets of at least
$5,000,000, not formed for the specific purpose of investing in the
Company, and whose purchase is directed by a person with such knowledge
and experience in financial and business matters that he is capable of
evaluating the merits and risks of the prospective
investment.
|
|
Initial
_______
|
The
investor certifies that it is a plan established and maintained by a state
or its political subdivisions, or any agency or instrumentality thereof,
for the benefit of its employees, and which has total assets in excess of
$5,000,000.
|
18
|
Initial
_______
|
The
investor certifies that it is an insurance company as defined in §2(13) of
the Securities Act, or a registered investment
company.
|
For
Non-U.S. Person Investors
(All
Investors who are not a U.S. Person must INITIAL this section):
|
Initial
_______
|
The
Investor is not a “U.S. Person” as defined in Regulation S; and
specifically the Purchaser is not:
|
|
|
A.
|
a
natural person resident in the United States of America, including its
territories and possessions (“United
States”);
|
|
|
B.
|
a
partnership or corporation organized or incorporated under the laws of the
United States;
|
|
|
C.
|
an
estate of which any executor or administrator is a U.S.
Person;
|
|
|
D.
|
a
trust of which any trustee is a U.S.
Person;
|
|
|
E.
|
an
agency or branch of a foreign entity located in the United
States;
|
|
|
F.
|
a
non-discretionary account or similar account (other than an estate or
trust) held by a dealer or other fiduciary for the benefit or account of a
U.S. Person;
|
|
|
G.
|
a
discretionary account or similar account (other than an estate or trust)
held by a dealer or other fiduciary organized, incorporated, or (if an
individual) resident in the United States;
or
|
|
|
H.
|
a
partnership or corporation: (i) organized or incorporated under the laws
of any foreign jurisdiction; and (ii) formed by a U.S. Person principally
for the purpose of investing in securities not registered under the
Securities Act, unless it is organized or incorporated, and owned, by
accredited investors (as defined in Rule 501(a) under the Act) who are not
natural persons, estates or trusts.
|
And, in
addition:
|
|
I.
|
the
Purchaser was not offered the Shares in the United
States;
|
|
|
J.
|
at
the time the buy-order for the Shares was originated, the Purchaser was
outside the United States; and
|
|
|
K.
|
the
Purchaser is purchasing the Shares for its own account and not on behalf
of any U.S. Person (as defined in Regulation S) and a sale of the Shares
has not been pre-arranged with a purchaser in the United
States.
|
19
The following is required in
accordance with the AML provision of the USA PATRIOT ACT.
|
INVESTOR
NAME:
|
|
|
LEGAL
ADDRESS:
|
|
|
SS#
or TAX ID#
|
|
|
of
INVESTOR:
|
|
IDENTIFICATION,
DOCUMENTATION AND SOURCE OF FUNDS:
|
1.
|
Please
submit a copy of a non-expired identification for the authorized
signatory(ies) on the investment documents, showing name, date of birth
and signature:
|
Current
Driver’s
License or Valid
Passport or Identity
Card
(Circle
one or more)
|
2.
|
If
the Investor is a corporation, please submit the following corporate
documents:
|
(i)
Articles of Incorporation (or similar); (ii) Corporate Resolution granting
authority to signatory(ies) and designating that they are permitted to make the
proposed investment.
|
3.
|
Please
advise where the funds were derived from to make the proposed
investment:
|
Investments Savings Proceeds
of
Sale Other
____________
(Circle
one or more)
|
Signature:
|
|
|
Print Name:
|
|
Title (if applicable):
|
|
Date:
|
20