SUBSCRIPTION AGREEMENT
1. Subscription. Subject to the terms and conditions hereof the undersigned,
intending to be legally bound, irrevocably subscribes for and agrees to purchase
that number of shares of common stock ("Shares") of Power Save International,
Inc., a Nevada corporation (the "Company"), set forth on the signature page
hereof, for the price stated thereon. This subscription is made in connection
with an offering by the Company of up to 1,000,000 shares of its common stock
under a Regulation SB-2 qualification to the Securities Act of 1933, as amended.
This Offering will continue until the Company has sold a maximum of 1,000,000
shares totaling $5,000,000 or the termination date of May 1, 2001, whichever
occurs first. If the minimum is not achieved by the termination date,
subscriber's funds will be promptly returned with interest and without
deduction. 2. Representations and Warranties of Investor. The undersigned
represents and warrants to the Company that:
2.1 WARNING: (I) the Shares have not been registered under the Securities Act of
1933 and are being offered in reliance on an exemption from registration
pursuant to Regulation SB-2 thereunder; (II) there is presently no public market
for the Shares, nor is any such market expected to develop after the Offering;
and (III) the undersigned may not be able to liquidate his or her investment in
the event of an emergency. 2.2 The Shares are being purchased for the
undersigned's own account, without the intention of reselling or redistributing
the same; and the undersigned has made no agreement with others to subdivide,
sell, assign, transfer, pledge or otherwise dispose of the Shares.
2.3 WARNING: no federal or state agency has made any findings or determination
as to the fairness of an investment in, or any recommendation or endorsement
of, the Shares.
3. Irrevocability. The undersigned hereby acknowledges and agrees that, except
as otherwise provided by the laws of the State of Nevada, this subscription is
irrevocable and the undersigned is not entitled to cancel or withdraw it.
4. Joint and Several Undertaking; Entities. If more than one person is signing
this Agreement, each representation, warranty and undertaking herein shall be
the joint and several representation, warranty and undertaking of each such
person. If the undersigned is a partnership, corporation, trust or other entity,
the undersigned further represents and warrants that (I) the individual
executing this Agreement has full power and authority to execute and deliver
this Agreement on behalf of the undersigned; (II) the undersigned has full right
and power to perform its obligations pursuant to the provisions hereof; and
(III) the undersigned was not formed for the specific purpose of acquiring
Shares.
5. Survival. Each representation and warranty contained herein and all
information furnished by the undersigned to the Company is true, correct and
complete in all respects as of the date hereof, and the same will be true,
correct and complete as of the date on which this subscription is accepted by
the Company, as if made on such date. The undersigned undertakes to notify the
Company immediately of any change in the any representation, warranty, or other
information set forth herein.
6. Non-assignment. This Agreement shall not be assignable by the undersigned
without the prior written consent of the Company.
7. Acceptance by the Company. The Company reserves the right to accept or reject
any subscription in whole or in part in its sole and absolute discretion. No
subscription will be effective until accepted by the Company. If the Company
decides to reject a subscription, it will do so in writing within a reasonable
time after having received it.
8. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada.
Within 5 days of its receipt of a subscription agreement from the Underwriter,
confirming that an accompanying check for the purchase price of Shares has been
received and following escrow, the Company will send by first-class mail a
written confirmation to notify the subscriber of the extent, if any, to which
subscription has been accepted by the Company. The Company reserves the right to
reject orders for the purchases of Shares in whole or in part. Not more than
thirty days following the mailing of its written confirmation, and upon
achieving the minimum number of total shares to be sold, a subscriber's Common
Stock certificate will be mailed by first-class mail. The company shall not use
the proceeds paid by an investor until such time as the minimum number of shares
has been sold nor until the Common Stock certificate evidencing such investment
has been mailed.
Funds will be deposited to an escrow account established in the
Company's name at The Business Bank, 0000 Xxxxxxxx Xxxx, Xxxxxx, XX 00000.
Power Save International, Inc.
Subscription Agreement
Signature Page
The undersigned, by executing this Signature Page, agrees to all of the terms,
conditions, warranties and representations in the accompanying Subscription
Agreement, and subscribes for the number of shares of the Company's Common Stock
set forth below at a price of $5.00 per share.
Number of Shares Subscribed for: _________________________
Total Purchase Price: $_________________________
A check in the full amount of the purchase price, payable to "Power Save
International, Inc. Escrow Account" accompanies this executed Subscription
Agreement.
Form of Ownership:
__ Individual __ Partnership
__ Joint Tenants With Rights of __ Trust
survivorship (both sign) __ Limited Liability Company, LLC
__Tenants in Common (all sign) __ Corporation
INDIVIDUALS
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Signature of Subscriber Print Name Date
Mailing Address
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Telephone Number Social Security Number
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Signature of Subscriber Print Name Date
Mailing Address
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Telephone Number Social Security Number
CORPORATIONS, TRUSTS, PARTNERSHIPS, LLCs
Name of Corporation, Trust, Partnership or LLC
By: _________________________________ __________________________________
Signature of Authorized Representative Print Name
--------------------------------- ----------------------------------
Capacity of Authorized Representative Date
Mailing Address
*************************
Accepted as to ______________ Shares on ________________ , 199 _.
Power Save International, Inc.
By: _________________________________
Its: ______________________________
Please make your check payable to: Power Save International, Inc. Escrow
Account.
Mail to: 00000 Xxxxxxxxx Xxxxx #0000
Xxxxxxxxx, XX 00000-0000
Are you an officer or director of a publicly held company? ______
Are you over 21 years of age? ______
Name and address of employer _____________________________________________
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Occupation _______________________
Individual income over or under $200,000 ($300,000 with spouse)? ________
Net Worth over or under $645,000? ___________
Investment objective: conservative _____ speculative ______ income _____
Approved by Three Arrows Capital Corp. RR ____, SP ______
