STOCK SUBSCRIPTION AGREEMENT KAL Energy, Inc.
Exhibit
99.1
___________________________________
KAL
Energy, Inc.
___________________________________
|
To:
|
KAL
Energy, Inc.
|
|
|
World
Trade Center 14th Floor
|
|
|
▇▇.
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇.
▇▇-▇▇
|
|
|
▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
|
This
subscription agreement is made between KAL Energy, Inc., a Delaware corporation
(the “Company”), and the undersigned prospective purchaser who is subscribing
hereby for __________________________ shares of common stock , par value $0.0001
per share, (the “Shares”) of the Company. The purchase price per
Share is $0.02 (the “Purchase Price”). There is no minimum amount
which must be subscribed for in order for the Company to close on
subscriptions. This subscription is submitted to you in accordance
with and subject to the terms and conditions described in this subscription
agreement (the “Agreement”).
In
consideration of the Company’s agreement to sell the Shares to the undersigned
upon the terms and conditions contained herein, the undersigned agrees and
represents as follows:
A. Terms of
Subscription.
The
undersigned hereby irrevocably subscribes for and agrees to purchase the Shares
at a purchase price of $_________ per share. The undersigned encloses
herewith a check, or has provided a wire, to “KAL Energy, Inc.” in the full
amount of the purchase price $________________________ of the Shares for which
the undersigned is subscribing (the “Payment”).
2. The
undersigned understands that Payments by check or wire as provided in Paragraph
1 above shall be delivered to the Company. The Payment (or, in the
case of the rejection of a portion of the undersigned’s subscription, the part
of the payment relating to such rejected portion) will be returned promptly,
without interest, if the undersigned’s subscription is rejected in whole or in
part. Upon receipt by the Company of the requisite payment for all
Shares to be purchased by the subscribers whose subscriptions are accepted
(each, a “Purchaser”), the stock certificate for the number of Shares purchased
will be issued in the name of each such Purchaser, and the name of such
Purchaser will be registered on the stock transfer books of the Company as the
record owner of such Shares. In due course thereafter, the Company
will issue and deliver to each Purchaser the stock certificates representing the
Shares purchased.
3. The
undersigned hereby agrees to be bound thereby upon the (i) execution and
delivery to the Company of this Agreement and (ii) acceptance by the Company of
the undersigned’s subscription (the “Subscription”).
4. The
undersigned agrees that the Company may, in its sole and absolute discretion,
reduce the undersigned’s subscription to any number of Shares that in the
aggregate does not exceed the number of Shares hereby applied for without any
prior notice to or further consent by the undersigned. The
undersigned hereby irrevocably constitutes and appoints the Company and each
officer of the Company, each of the foregoing acting singly, in each case with
full power of substitution, the true and lawful agent and attorney-in-fact of
the undersigned, with full power and authority in the undersigned’s name, place
and stead, to amend this Agreement, to effect any of the foregoing provisions of
this Paragraph 4.
B. Accredited
Investor. The undersigned is an “accredited investor” as such
term is defined in Regulation D under the Securities Act of 1933, as amended
(the “Securities Act”), for the following reason (Please
initial one or more):
|
|
____
|
My
individual income was in excess of $200,000 in each of the past two years,
or my joint income with my spouse was in excess of $300,000 in each of
those years, and I reasonably expect my income to reach the same level in
the current year.
|
|
|
____
|
My
individual net worth or joint net worth with my spouse exceeds
$1,000,000.
|
|
|
____
|
The
undersigned is a trust, corporation or partnership with total assets in
excess of $5,000,000, not formed for the specific purpose of acquiring the
Shares, whose purchase of the Shares will be directed by a person whose
knowledge and experience in financial and business matters is such that he
or she is capable of evaluating the merits and risks of the investment in
the Shares.
|
|
|
____
|
The
undersigned is an entity in which all of the equity owners are accredited
investors.
|
|
|
____
|
Other
(Please specify):
___________________________________________
|
|
|
_________________________________________________________
|
C. Experience and
Suitability. The undersigned or the undersigned’s purchaser
representative, as the case may be, has such knowledge and experience in
financial and business matters to evaluate the merits and risks of an investment
in the Shares and to make an informed decision relating thereto. The
undersigned has the financial capability for making and protecting the
investment and can afford a complete loss of the investment. The
investment is a suitable one for the undersigned.
D. No Need for
Liquidity. The undersigned is aware that this investment may
not be readily liquidated in case of an emergency and that the Shares being
purchased may have to be held for an indefinite period of time. The
undersigned’s overall commitment to investments which are not readily marketable
is not excessive in view of my/its net worth and financial circumstances and the
purchase of the Shares will not cause such commitment to become
excessive. In view of such facts, the undersigned has adequate means
of providing for any current needs, anticipated future needs and possible
contingencies and emergencies and has no need for liquidity in the investment in
the Shares. The undersigned is able to bear the economic risk of this
investment.
E. Opportunity to
Investigate. The undersigned has familiarized itself with the
Company’s Annual Report on Form 10-K for the year ended May 31, 2008, the
Quarterly Reports on Form 10-Q for the periods following the Annual Report, the
Company’s latest Current Reports on Form 8-K and all of the Company’s publicly
available filings and other information contained at the Securities and Exchange
Commission’s data retrieval system at:
▇▇▇▇://▇▇▇▇.▇▇▇.▇▇▇/▇▇▇-▇▇▇/▇▇▇▇▇▇-
idea?action=getcompany&CIK=0001162895&owner=exclude&count=40
(generally
- ▇▇▇▇://▇▇▇▇.▇▇▇.▇▇▇/▇▇▇▇/▇▇▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇▇▇▇▇_▇▇▇▇.▇▇▇▇)
and prior
to the execution of this Agreement, the undersigned and/or the undersigned’s
adviser(s) has/have had the opportunity to ask questions of, and receive answers
from, representatives of the Company concerning the terms and conditions of this
transaction, and the finances, operations, business and prospects of the
Company. If the internet is unavailable, or the aforementioned web
addresses fail to provide the Periodic and Current Reports of the Company, the
undersigned has requested, received and read paper copies of the Company’s
recent Form 10-K for the year ended May 31, 2008, Quarterly Reports on Form 10-Q
for the periods following the Annual Report and the Company’s latest Current
Reports on Form 8-K. The undersigned and/or the undersigned’s
adviser(s) has/have also had the opportunity to obtain additional information
necessary to verify the accuracy of information furnished about the
Company. Accordingly, the undersigned and/or the undersigned’s
adviser(s) has/have independently evaluated the risks of converting the
Settlement Amount into the Shares at the Purchase Price, and the undersigned has
received information with respect to all matters which the undersigned considers
material to the undersigned’s decision to make this investment.
F. Risk
Factors. The undersigned and/or the undersigned’s adviser(s)
has/have carefully considered the potential risks relating to the Company and a
purchase of the Shares. In particular, the undersigned has reviewed
the risk factors set forth in the Company’s publicly filed Annual Report on From
10-KSB for the year ended May 31, 2008 (beginning on page six of the Annual
Report on Form 10-KSB). The undersigned fully understands that the
Company has a limited financial and operating history and that the Shares are
speculative investments which involve a high degree of risk of loss of the
undersigned’s entire investment. The undersigned is familiar with the
general risks of investment in companies with a limited operating
history. The undersigned understands that the Company is subject to
all of such risks, and to all of the risks inherent in any junior mining
exploration company. Additionally, the undersigned recognizes the
following about the Company:
1. Speculative
Investment. This is a speculative investment. Many
of the factors which may affect the Company are subject to change or are not
within the control of the Company, and the extent to which such factors could
adversely affect the value of the Shares is not currently
ascertainable.
2. Capital
Needs. As of the date hereof, the Company has only nominal
capital with which to operate. The Company anticipates using funds
from the sale of the Shares for working capital purposes and paying down
pre-existing debt. There can be no assurance that the Company will be
able to raise sufficient funds for these purposes or that such funds will be
available on terms and conditions which will permit a reasonable rate of return
to investors in the Company.
5. Offering Price and
Dilution. The price of the Shares has been established by the
Company based on a formula applied to the market price. Such price is
not based upon such established value criteria as assets, earnings, net worth or
book value. There can be no assurance that the purchase price of the
Shares reflects the true value of the business opportunities presented by the
Company’s assets. The Company reserves the right in its discretion to
issue additional securities from time to time in such amounts and for such
consideration as it deems appropriate and desirable at such
time. There can be no assurance that any such future offering will
not be at a price less than the price paid by the undersigned for the Shares or
will not cause dilution to the Company’s stockholders.
6.
Subscription
Risks. The undersigned’s subscription for the Shares is
subject to the approval of the Company. Once the undersigned’s
subscription is accepted by the Company, it will become
irrevocable.
7. No Broker-Dealer or
Underwriter. The Shares are
being sold without the participation of a broker-dealer or
underwriter. Accordingly, any protection that would otherwise be
available to investors because of the participation of a broker-dealer or
underwriter is not present in this offering.
8. Absence of Liquidity.
The Shares will
not be registered under the Securities Act or any state securities law and must
therefore be held for an indefinite period of time unless subsequently
registered or unless an exemption from registration is available.
9.
Reliance on Key
Individuals. The operations of the Company are materially
dependent on the expertise and continued services of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇. The death, incapacity or loss for other reasons of
any of such persons would significantly impair the ability of the Company to
continue its activities. The Company has not procured “key-man” life
insurance policies on any of its principals. While the Company
intends to provide attractive compensation packages in order to attract and
retain qualified personnel, there can be no assurance that the Company will be
successful in its recruitment of qualified personnel.
10.
No
Dividends. The Company has not paid any dividends since its
formation. It is highly unlikely that any dividends will be declared or paid in
the foreseeable future.
F. Investment
Purpose. The undersigned is acquiring the Shares for the
undersigned’s own account for the purpose of investment and not with a view to,
or for resale in connection with, the distribution thereof, nor with any present
intention of distributing or selling the Shares. The undersigned
understands that the Shares have not been registered under the Securities Act or
the securities laws of any state, and the undersigned hereby agrees not to make
any sale, transfer or other disposition of any such Shares unless either (i) the
Shares first shall have been registered under the Securities Act and all
applicable state securities laws, or (ii) an exemption from such registration is
available, and the Company has received such documents and agreements from the
undersigned and the transferee as the Company requests at such
time.
G. Legends. The
undersigned understands that until the Shares have been registered under the
Securities Act and applicable state securities laws each certificate
representing such securities shall bear a legend substantially similar to the
following:
|
|
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE
SECURITIES LAWS, HAVE BEEN ACQUIRED FOR INVESTMENT, AND MAY NOT BE SOLD,
PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS A REGISTRATION
STATEMENT UNDER THE ACT AND APPLICABLE STATE LAW IS IN EFFECT WITH REGARD
THERETO OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE.
|
H. No Regulatory Approval of
Merits. The undersigned understands that neither the
Securities and Exchange Commission nor the commissioner or department of
securities or attorney general of any state has passed upon the merits or
qualifications of, nor recommended nor approved, the Shares. Any
representation to the contrary is a criminal offense.
I. Independent
Advice. The undersigned understands that the undersigned is
urged to seek independent advice from professional advisors relating to the
suitability for the undersigned of an investment in the Company in view of the
undersigned’s overall financial needs and with respect to the legal and tax
implications of such an investment.
K. Indemnification. The
undersigned understands the meaning and legal consequences of this Agreement and
agrees to indemnify and hold harmless the Company and each director and officer
thereof from and against any and all loss, damage or liability due to or arising
out of a breach of any representation, warranty or agreement of the undersigned
contained in this Agreement.
L. Authority and
Noncontravention. The execution and performance hereof
violates no order, judgment, injunction, agreement or controlling document to
which the undersigned is a party or by which the undersigned is
bound. If an organization, (i) the undersigned is duly organized,
validly existing and in good standing under the laws of the jurisdiction in
which it has been formed; (ii) the undersigned has the right and power under its
organizational instruments to execute, deliver and perform its obligations
hereunder; and (iii) this Agreement has been duly authorized by all necessary
action on the part of all officers, directors, partners, stockholders and
trustees and will not violate any agreement to which the undersigned is a party;
and (iv) the individual executing and delivering this Agreement has the
requisite right, power, capacity and authority to do so on behalf of the
organization. The undersigned has not been organized for the purpose
of subscribing for the Shares.
M. Duration. The
undersigned understands that the undersigned may not cancel, terminate or revoke
this Agreement or any agreement made by the undersigned hereunder and that this
Agreement shall survive the undersigned’s death or disability and shall be
binding upon the undersigned’s heirs, executors, administrators, successors and
assigns.
N. Miscellaneous.
1. Notices. Notices
required or permitted to be given hereunder shall be in writing and shall be
deemed to be sufficiently given when personally delivered or sent by registered
mail, return receipt requested, addressed: (i) if to the Company, to the address
listed above, Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, or (ii) if to the undersigned, at the
address set forth in Part O, or at such other address as may have been specified
by written notice given in accordance with this paragraph.
2. Entire
Agreement. This Agreement embodies the entire agreement and
understanding between the parties hereto with respect to the subject matter
hereof and supersedes all prior oral or written agreements and understandings
relating to the subject matter hereof. No statement, representation,
warranty, covenant or agreement of any kind not expressly set forth in this
Agreement shall affect, or be used to interpret, change or restrict, the express
terms and provisions of this Agreement.
3. Modifications and
Amendments. The terms and provisions of this Agreement may be
modified or amended only by written agreement executed by the parties
hereto.
4. Waivers and
Consents. Failure of the Company to exercise any right or
remedy under this Agreement or any other agreement between the Company and the
undersigned, or otherwise, or delay by the Company in exercising such right or
remedy, will not operate as a waiver thereof. No waiver by the Company will be
effective unless and until it is in writing and signed by the
Company.
5. Counterparts. This
Agreement may be executed in one or more counterparts, and by telefax
transmission, and each such counterpart shall be deemed an original, and all of
which, when taken together, shall constitute but one and the same
instrument.
6. Governing
Law. This Agreement shall be enforced, governed and construed
in all respects in accordance with the laws of the State of Delaware, as such
laws are applied by the Delaware courts to agreements entered into and to be
performed in Delaware by and between residents of Delaware, and shall be binding
upon the undersigned, the undersigned’s heirs, estate, legal representatives,
successors and assigns and shall inure to the benefit of the Company, its
successors and assigns. If any provision of this Agreement is invalid or
unenforceable under any applicable statute or rule of law, then such provision
shall be deemed inoperative to the extent that it may conflict therewith and
shall be deemed modified to conform with such statute or rule of law. Any
provision hereof that may prove invalid or unenforceable under any law shall not
affect the validity or enforceability of any other provision
hereof.
O. The
undersigned is purchasing the Shares as follows (please check as
appropriate):
______ individually ______ in
trust
______ joint
tenants ______ as
a partnership
______ tenants in
common ______ other:________________________
Name:
_______________________________________________
Telephone:
____________________________________________
Home Address:
________________________________________
City:
_________________ State:
_______________________
Zip: __________________
Business: _____________________________________________
Address:
_____________________________________________
City:
_________________ State: ________________________
Zip: __________________
Business Telephone:
_____________________________________
Communications should be sent
to: ________ business
or
________
home address
|
|
Federal
Income Tax I.D. No. (Social Security Number
for
|
|
|
Individual
Investors)
______________________________
|
Remainder
of page intentionally blank. Signature pages
follow.
P. Under penalties of perjury, the
undersigned certifies that:
A. The
Company has my correct Taxpayer Identification Number (Social Security Number
for Individual Investors);
B. The
undersigned is not subject to backup withholding either because the undersigned
has not been notified by the Internal Revenue Service (IRS) that the undersigned
is subject to backup withholding as a result of a failure to report all interest
or dividends, or the IRS has notified the undersigned that the undersigned is no
longer subject to backup withholding.
IN
WITNESS WHEREOF, the undersigned has executed this Agreement as of this ____ day
of _____________, ______.
(For
Co-owners, if applicable)
|
Investor
Signature
|
Investor
Signature
|
|
|
Print
Name
|
Print
Name
|
***************************************************************
The
foregoing subscription for Shares of KAL Energy, Inc. is hereby
accepted.
|
KAL
Energy, Inc.
|
|
|
By:
|
|
|
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, Chief Financial Officer
|
|
|
DATE: __________________________________________________
|
|
FOR INDIVIDUALS, JOINT
TENANTS AND
TENANTS IN
COMMON
STATE
OF
)
) SS.
COUNTY
OF )
Before me, the undersigned Notary
Public in and for said County and State, personally appeared
____________________________, __________________________, known to me to be the
person (s) whose name(s) is/are subscribed to the foregoing Common Stock
Subscription Agreement who, being duly sworn, acknowledged that he/they signed
the same as his/their free act and deed and swore thereto.
WITNESS my hand and official seal this
_____ day of ________________, ______.
|
Notary
Public
|
|
My
Commission
|
|
Expires: ________________________
|
|
(seal)
|
**********************************
FOR CORPORATIONS,
PARTNERSHIPS AND TRUSTS
STATE
OF )
) SS.
COUNTY
OF )
Before me, the undersigned Notary
Public in and for said County and State, personally appeared
________________________, who being by me duly sworn did say that he is an
officer (general partner) (trustee) of __________________________ the
_____________________ (corporation) (partnership) (trust) named as subscriber in
the foregoing Common Stock Subscription Agreement and acknowledged the said
instrument to be the free act and deed of said (corporation)(partnership)
(trust) and swore thereto.
WITNESS my hand and official seal this
______ day of ________________, ______.
|
Notary
Public
|
|
My
Commission
|
|
Expires: _____________________
|
|
(seal)
|