Exhibit 99.1
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF
SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS
DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE "1933 ACT").
NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
(THE "SUBSCRIPTION AGREEMENT") RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT,
OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE
OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS
(AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S
UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
1933 ACT, OR PURSUANT TO AN AVAILABLE 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 1933 ACT.
SUBSCRIPTION AGREEMENT
TO: Zeezoo Software Corp.
Xxxxx 0000, 000 X. X. Xxxxxxx Xxxxxx
Xxxxxxx Village
Makati City
Philippines, 1227
Attn: Xxxx Xxxxx, President
1. APPLICATION. The undersigned ("Investor"), hereby irrevocably subscribes
for and agrees to purchase, ______________ Shares of the $.001 par value Common
Stock ("Securities") of Zeezoo Software Corp., a Nevada corporation (the
"Company") at a purchase price of $0.05 per Share, equaling a total price of
$_______________.
The Investor acknowledges that the offering of Shares contemplated hereby,
is a private placement of Shares having an aggregate subscription level of
$50,000 (the "Offering"), and is only open to offshore investors. The Offering
is not subject to a minimum aggregate subscription level.
The undersigned understands that his/her Subscription to purchase
Securities may be accepted or rejected in whole or in part by the Company in its
sole discretion, within 60 days of receipt of this Subscription Agreement. If
rejected, the Company shall return this Agreement and all funds.
A check or bank draft is enclosed made payable to the Company, or
alternatively the funds have been wired to the Company's bank account.
Closing of the offering of the Shares shall occur on or before January 31,
2007, or on such other date as may be determined by the Company.
The Company may, at its discretion, elect to close the Offering in one or
more closings, in which event the Company may agree with one or more subscribers
(including the Investor hereunder) to complete delivery of the Shares to such
Investor(s) against payment therefor at any time on or prior to the closing
date.
This Subscription Agreement may be executed in any number of counterparts,
each of which, when so executed and delivered, shall constitute an original and
all of which together shall constitute one instrument. Delivery of an executed
copy of this Subscription Agreement by electronic facsimile transmission or
other means of electronic communication capable of producing a printed copy will
be deemed to be execution and delivery of this Subscription Agreement as of the
date hereinafter set forth.
2. REPRESENTATIONS AND WARRANTIES. The undersigned represents and warrants
as follows:
* The Securities are being purchased solely for the undersigned's
account, for investment purposes only and not with a view to the
distribution of said Securities and not with a view to assignment or
resale thereof, and no other person will have a direct or indirect
beneficial interest in such Securities.
* The undersigned, if a corporation, partnership, trust or other entity
is authorized and otherwise duly qualified to purchase and hold the
Securities and to enter into this Subscription Agreement.
* The Investor has the legal capacity and competence to enter into and
execute this Subscription Agreement and to take all actions required
pursuant hereto and, if the Investor is a corporation, it is duly
incorporated and validly subsisting under the laws of its jurisdiction
of incorporation and all necessary approvals by its directors,
shareholders and others have been obtained to authorize execution and
performance of this Subscription Agreement on behalf of the Investor;
* The entering into of this Subscription Agreement and the transactions
contemplated hereby do not result in the violation of any of the terms
and provisions of any law applicable to the Investor or the Company in
the jurisdiction of the Investor's residence or of any agreement,
written or oral, to which the Investor may be a party or by which the
Investor is or may be bound;
* The Investor has duly executed and delivered this Subscription
Agreement and it constitutes a valid and binding agreement of the
Investor enforceable against the Investor in accordance with its
terms;
* The Investor is resident in the jurisdiction set out under the heading
"Name and Address of Investor" on the signature page of this
Subscription Agreement;
* The sale of the Shares to the Investor as contemplated in this
Subscription Agreement complies with or is exempt from the applicable
securities legislation of the jurisdiction of residence of the
Investor;
* The Investor (i) is able to fend for him/her/itself in the
Subscription; (ii) has such knowledge and experience in business
matters as to be capable of evaluating the merits and risks of its
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prospective investment in the Shares; and (iii) has the ability to
bear the economic risks of its prospective investment and can afford
the complete loss of such investment;
The Investor acknowledges and agrees that:
* None of the Shares have been registered under the 1933 Act, or under
any state securities or "blue sky" laws of any state of the United
States.
* The decision to execute this Subscription Agreement and acquire the
Shares hereunder has not been based upon any oral or written
representation as to fact or otherwise made by or on behalf of the
Company, and such decision is based entirely upon a review of
information (the receipt of which is hereby acknowledged) which has
been provided by the Company to the Investor;
* The Company is in a start-up phase and there is no assurance of
success;
* The books and records of the Company were available upon reasonable
notice for inspection, subject to certain confidentiality
restrictions, by the Investor during reasonable business hours at its
principal place of business, and all documents, records and books in
connection with the distribution of the Shares hereunder have been
made available for inspection by the Investor,
* The Investor will indemnify and hold harmless the Company and, where
applicable, its directors, officers, employees, agents, advisors and
shareholders, from and against any and all loss, liability, claim,
damage and expense whatsoever (including, but not limited to, any and
all fees, costs and expenses whatsoever reasonably incurred in
investigating, preparing or defending against any claim, lawsuit,
administrative proceeding or investigation whether commenced or
threatened) arising out of or based upon any representation or
warranty of the Investor contained herein or in any document furnished
by the Investor to the Company in connection herewith being untrue in
any material respect or any breach or failure by the Investor to
comply with any covenant or agreement made by the Investor to the
Company in connection therewith;
* The Investor has been advised to consult the Investor's own legal, tax
and other advisors with respect to the merits and risks of an
investment in the Shares and with respect to applicable resale
restrictions, and it is solely responsible (and the Company is not in
any way responsible) for compliance with:
1. any applicable laws of the jurisdiction in which the Investor is
resident in connection with the distribution of the Shares
hereunder, and
2. applicable resale restrictions; and
3. this Subscription Agreement is not enforceable by the Investor
unless it has been accepted by the Company.
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3. MISCELLANEOUS.
(a) This Subscription Agreement shall survive the death or disability of
the undersigned and shall be binding upon the undersigned's heirs,
executors, administrators, successors and permitted assigns.
(b) This Subscription Agreement has been duly and validly authorized,
executed and delivered by the undersigned and constitutes the valid,
binding and enforceable agreement of the undersigned. If this
Subscription Agreement is being completed on behalf of a corporation,
partnership, or trust, it has been completed and executed by an
authorized corporate officer, general partner, or trustee.
(c) This Subscription Agreement referred to herein constitutes the entire
agreement between the parties hereto with respect to the subject
matter hereof and together supersede all prior discussions or
agreements relating to the purchase of these Securities.
(d) Within five (5) days after receipt of a written request from the
Company, the undersigned agrees to provide such information, to
execute and deliver such documents and to take, or forbear from
taking, such actions or provide such further assurances as reasonably
may be necessary to correct any errors in documentation or to comply
with any and all laws to which the Company is subject.
(e) The Company shall be notified immediately of any change in any of the
information contained above occurring prior to the undersigned's
purchase of the Securities or at any time thereafter for so long as
the undersigned is a holder of the Securities.
4. REPRESENTATIONS. The undersigned hereby additionally represents and warrants
that:
(i) The undersigned is purchasing for his/her/its own account and not on
behalf of any other person.
(ii) The undersigned will not sell or assign the Securities except in
accordance with the provisions of the Securities Act of 1933, as
amended, or pursuant to the registration Requirements under the Act,
or pursuant to an available exemption under the Act such as Rule 144,
which requires a prior holding period of not less than one year from
date of purchase.
(iii)Share certificates shall bear an appropriate restrictive legend that
restricts the further sale or assignment of the Securities except in
accordance with the foregoing provisions set forth above.
(iv) The undersigned is aware that there is no public market for the
Company's Securities that the transfer of Securities is subject to
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certain restrictions according to law and that, as a consequence, it
may not be possible for the undersigned to liquidate the Securities,
which may have to be held indefinitely, which makes this offering an
illiquid investment.
The undersigned has executed this Subscription Agreement this _______ day
of ___________________________, 200__.
_________________________ x $ __________ = $_________________ USD
(Shares being purchased) (Subscription Price)
If the Investor is an individual, check whether purchased as [ ] JOINT TENANTS,
as [ ] TENANTS IN COMMON, as [ ] COMMUNITY PROPERTY, or as an [ ] Individual.
Securities should be issued in the name(s) of:
----------------------------------- -----------------------------------
(Print or Type Owner's Name) (Print or Type Owner's Name)
----------------------------------- -----------------------------------
(Owner's Mailing Address) (Owner's Mailing Address)
----------------------------------- -----------------------------------
(City) (State) (Zip) (City) (State) (Zip)
----------------------------------- -----------------------------------
----------------------------------- -----------------------------------
(Signature of Investor) (Signature of Investor)
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If the Investor is a [ ] PARTNERSHIP, [ ] CORPORATION, [ ] LIMITED LIABILITY
COMPANY, or [ ] TRUST (check applicable):
----------------------------------- -----------------------------------
(Print Name of Entity as Owner) (Title)
----------------------------------- -----------------------------------
(Owner Mailing Address) (Print Name of Authorized Officer)
by:
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(City) (State) (Zip) (Signature)
SUBSCRIPTION ACCEPTED AND AGREED TO
This _______ Day of _____________ 200__
ZEEZOO SOFTWARE CORP.
By:
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Xxxx Xxxxx, its President
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