Exhibit 99.2
PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
(for completion by non-United States residents)
ONEPOWER SYSTEMS LTD.
The undersigned (the "Purchaser") hereby irrevocably subscribes for and agrees
to purchase the number of shares of common stock in the capital of OnePower
Systems Ltd. (the "Company"), a Nevada company, disclosed on page 5 of this
Agreement at a price of US$0.001 per share for the aggregate price disclosed on
page 5 of this Agreement (U.S. dollars) (the "Funds"). Together with this
Subscription Agreement, the Purchaser is delivering to the Company the full
amount of the purchase price for the Shares in respect of which it is
subscribing. The Offering is being conducted in reliance upon the exemption from
registration requirements of the Securities Act of 1933 (the "Act") set forth in
Regulation S promulgated under the Act.
2. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. In order to induce the
Company to accept this subscription, the Purchaser hereby represents and
warrants to, and covenants with, the Company as follows:
A. The Purchaser is purchasing the Shares for the Purchaser's own account (not
as a nominee or agent) for investment purposes and not with a view towards
resale or distribution of any part thereof. The Purchaser has no present
arrangement or intention to sell or distribute the Shares, or to grant
participation in the Shares. The Purchaser does not have any contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participation to such person, or to any third person, with respect to any of the
Shares sold hereby;
B. The Purchaser acknowledges and agrees that the United States Securities &
Exchange Commission has not review the offering of the Shares and that the
Shares have not been registered under the Act and may not be offered or sold in
the United States or to U.S. persons unless the Shares are registered under the
Act, sold in accordance with the provisions of Regulation S of the Act or
pursuant to an available exemption from registration. The certificate
representing the Shares will bear the following legend and the Purchaser agrees
to abide by the terms thereof:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN
ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED
UNDER THE ACT. SUCH SECURITIES MAY NOT BE RE-OFFERED FOR
SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE
WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN
EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING
TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED
UNLESS IN COMPLIANCE WITH THE ACT.
C. The Purchaser has had the opportunity to ask and receive answers to any and
all questions the Purchaser had with respect to the Company, its Business Plan,
Management and current financial condition. The Purchaser acknowledges that the
Company is newly organized, does not have an operating history, will likely
require additional capital to complete its business plan and that there is no
assurance that the Company can obtain additional capital or successfully
complete its Business Plan;
D. The Purchaser is an accredited investor and has such knowledge and expertise
in financial and business matters that the Purchaser is capable of evaluating
the merits and risks involved in an investment in the Shares and acknowledges
that an investment in the Shares entails a number of very significant risks and
the Purchaser is able to withstand the total loss of its investment. The
Purchaser acknowledges that the Company has recommended that each Purchaser
obtain independent legal and financial advice prior to subscribing, including
but not limited to advice as to the legality of any resale of the Shares, as
well as the suitability of the investment for the Purchaser;
E. Except as set forth in this Agreement, no representations or warranties have
been made to the Purchaser by the Company or any agent, employee or affiliate of
the Company and in entering into this transaction the Purchaser is not relying
upon any information, other than that contained in this Agreement and the result
of independent investigation by the Purchaser;
F. The Purchaser understands that the Shares are being offered and sold to it in
reliance on specific exemptions from the registration requirements of the United
States Federal and State securities laws and that the Company is relying upon
the truth and accuracy of the representations, warranties, agreements,
acknowledgments and understandings of the Purchaser set forth herein in order to
determine the applicability of such exemptions and the suitability of the
Purchaser to acquire the Shares;
G. The Purchaser has full power and authority to execute and deliver this
Agreement and to perform its obligations hereunder, and this Agreement is a
legally binding obligation of the Purchaser enforceable against the Purchaser in
accordance with its terms;
H. The Purchaser is not purchasing the Shares as a result of any advertisement
of the offering of the Shares;
I. This subscription for the Shares has not been induced by any representations
or warranties by any person whatsoever with regard to the future value of the
Company's securities;
J. The Subscriber is not a "U.S. Person" as defined by Regulation S of the Act
and is not acquiring the Shares for the account or benefit of a U.S. Person. A
"U. S. Person" is defined by Regulation S of the Act to be any person who is:
(a) any natural person resident in the United States;
(b) any partnership or corporation organized or incorporated under the
laws of the United States;
(c) any estate of which any executor or administrator is a U.S. person;
(d) any trust of which any trustee is a U.S. person;
(e) any agency or branch of a foreign entity located in the United States;
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(f) any non-discretionary account or similar account (other than an estate
or trust) held by a dealer or other fiduciary organized, incorporate,
or (if an individual) resident in the United States; and
(g) any partnership or corporation if.
1. organized or incorporated under the laws of any foreign
jurisdiction; and
2. formed by a U.S. person principally for the purpose of investing
in securities not registered under the Act, unless it is
organized or incorporated, and owned, by accredited investors [as
defined in Section 230.501 (a) of the Act] who are not natural
persons, estates or trusts.
K. The Purchaser agrees not to engage in hedging transactions with regard to the
Shares unless in compliance with the Act; and
L. The Purchaser agrees to execute an agreement imposing restrictions on
transfer of the Shares in the form the Company requires.
3. REPRESENTATIONS OF THE COMPANY. The Company represents and warrants to the
Purchaser that:
A. The Company is duly incorporated under the laws of the State of Nevada and is
in good standing in accordance with all applicable federal and state laws;
B. The execution, delivery and performance of this Agreement by the Company and
the performance of its obligations hereunder do not and will not constitute a
breach or violation of any of the terms and provisions of, or constitute a
default under or conflict with or violate any provisions of (i) the Company's
Articles of Incorporation or By-laws, (ii) any indenture, mortgage, deed of
trust, agreement or any instrument to which the Company is a party or by which
it or any of its property is bound, (iii) any applicable statute or regulation,
or (iv) any judgment, decree or order of any court or government body having
jurisdiction over the Company or any of its property;
C. The execution, delivery and performance of this Agreement and the
consummation of the issuance of the Shares and the transactions contemplated by
this Agreement are within the Company's corporate powers and have been duly
authorized by all necessary corporate and stockholder action on behalf of the
Company;
D. There is no action, suit or proceeding before or by any court or governmental
agency or body, domestic or foreign, now pending or, to the knowledge of the
Company, threatened against or affecting the Company or any of its properties,
which might result in any material adverse change in the condition (financial or
otherwise) or in the earnings, business affairs or business prospects of the
Company, or which might materially and adversely affect the properties or assets
thereof;
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E. The Company is not in default in the performance or observance of any
material obligation agreement, covenant or condition contained in any material
indenture, mortgage, deed of trust or other material instrument or agreement to
which it is a party or by which it or its property may be bound; and neither the
execution, nor the delivery by the Company, nor the performance by the Company
of its obligations under this Agreement will conflict with or result in the
breach or violation of any of the terms or provisions of, or constitute a
default or result in the creation or imposition of a lien or charge on any
assets or properties of the Company under any material deed of trust or other
material agreement or instrument to which the Company is party or by which it is
bound or any statute or the Articles of Incorporation or By-laws of the Company,
or any decree, judgment, order, ruling or regulation of any court or government
agency or body having jurisdiction over the Company or its properties;
F. There is no fact known to the Company (other than general economic conditions
known to the public generally) that has not been disclosed in writing to the
Purchaser that (i) could reasonably be expected to have a material adverse
effect on the condition (financial or otherwise) or on the earnings, business
affairs, business prospects, properties or assets of the Company, or (ii) could
reasonably be expected to materially and adversely affect the ability of the
Company to perform its obligations pursuant to this Agreement.
4. NON-BINDING UNTIL ACCEPTED. The Purchaser understands that this subscription
is not binding upon the Company until the Company accepts it, which acceptance
is at the sole discretion of the Company and is to be evidenced by the Company's
execution of this Agreement where indicated. The funds advanced by the Purchaser
cannot be used by the Company until the Company has accepted the subscription
and has executed this Agreement.
5. NON-ASSIGNABILITY. Neither this Agreement nor any of the rights of the
Purchaser hereunder may be transferred or assigned by the Purchaser. Moreover,
the Company shall refuse to register any transfer of the common stock not made
in accordance with the provisions of Regulation S, pursuant to registration
under the Act, or pursuant to an available exemption from registration.
6. MODIFICATION/ENTIRE AGREEMENT. This Agreement (i) may only be modified by a
written instruction executed by the Purchaser and the Company; (ii) sets forth
the entire agreement of the Purchaser and the Company with respect to the
subject matter hereof; and (iii) shall enure heirs, legal representatives,
successors and permitted assigns.
7. GOVERNING LAW. This Agreement will be construed and enforced in accordance
with and governed by the laws of the State of Nevada.
8. NOTICES. All Notices or other communication hereunder shall be in writing and
shall be deemed to have been duly given if delivered personally (including
courier service) or mailed by certified or registered mail, return receipt
requested, postage prepaid.
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IN WITNESS WHEREOF the Purchaser has executed this Private Placement
Subscription Agreement on the date set forth below.
The Subscriber hereby offers to subscribe for 50,000 Shares on the terms and
conditions of this Agreement and agrees to pay the Funds and delivers herewith a
certified check, money order or bank draft in the sum of $500 (U.S.) made
payable to the Company.
DATED: _________________________
(sign below if Subscriber is an individual)
SIGNED, SEALED AND DELIVERED
by the Subscriber in the presence of:
) ___________________________________
) Signature of the Subscriber
___________________________________ )
)
___________________________________ ) ___________________________________
) Printed Name of Subscriber
)
) ___________________________________
) Residential Address of Subscriber
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ACCEPTANCE BY THE COMPANY
This Agreement is accepted by the Company as of the ____ day of _________, ____.
ONEPOWER SYSTEMS LTD.
per:
___________________________________
Authorized Signatory
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