EXHIBIT 10.1
CONFIDENTIAL PRIVATE PLACEMENT
______________________________
RADIAL ENERGY, INC.
SUBSCRIPTION AGREEMENT
______________________
(REGULATION S)
______________
To: RADIAL ENERGY, INC.
0000 Xxxx Xxxxx Xx.
Xxxxxxxxxx XX 00000
The offering will commence on March 14, 2006, and will be a non-brokered,
exempt private placement which will be open for a maximum of 90 days from the
commencement date, subject to extension for an additional 90 days, at the sole
discretion of the Company ("Offering Period"). The terms are as follows:
Minimum offering will be US$100,000.00
Maximum offering will be US$2,000,000.00
This offering will be for units consisting of 1 share of restricted
Common Stock and 1 warrant to purchase 1 share of restricted Common Stock, at a
purchase price of $0.25 per unit, and the warrant will be exercisable for 2
years at $0.30 per share.
If the maximum offering is sold ($2,000,000.00), there will be an
additional 8,000,000 shares of restricted Common Stock issued and outstanding,
and if all of the warrants are exercised, there will be an additional 8,000,000
shares of restricted Common Stock issued and outstanding, for a total of
16,000,000 additional shares, assuming all of the units are sold and all
warrants are exercised, of which there can be no assurance.
The undersigned has received and read the Subscription documents (the
"Documents") included herewith which offer a minimum of 400,000 up to a maximum
of 8,000,000 Units of RADIAL ENERGY, INC., a Nevada corporation (the "Company"),
at US$.25 per Unit, for a total minimum of US$100,000.00 and a maximum of
US$2,000,000.00. Each Unit consists of one (1) restricted share of Common Stock,
par value $.001 per share, and one (1) warrant. One (1) warrant is required to
purchase one (1) share, at the purchase price of US$0.30 per share (the
"Exercise Price"), for a period of two (2) years from date of acceptance of this
subscription by the Company ("Exercise Period"). The Units are hereinafter
referred to as the "Securities".
THE SECURITIES ARE SUBJECT TO ALL THE RULES, CONDITIONS AND
RESTRICTIONS CONTAINED IN RULES 901-905 OF REGULATION S, PROMULGATED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED ("1933 ACT").
Any Warrant not exercised within the Exercise Period shall become null,
void and worthless.
THE MINIMUM AMOUNT OF PROCEEDS WHICH MUST BE RECEIVED IN THIS OFFERING
IS US$100,000.00 AND, ACCORDINGLY, ANY AND ALL MONIES RECEIVED FROM ANY
SUBSCRIPTION OVER THIS MINIMUM, UP TO THE MAXIMUM OF $2,000,000.00, WILL BE
IMMEDIATELY PLACED INTO THE ACCOUNT OF THE COMPANY. ALL MONIES RECEIVED IN THIS
OFFERING SHALL BE USED AS WORKING CAPITAL. IF THE MINIMUM ($100,000.00) IS NOT
RECEIVED DURING THE OFFERING PERIOD, ALL SUBSCRIPTION MONIES WILL BE RETURNED TO
THE SUBSCRIBERS, WITHIN 10 DAYS AFTER EXPIRATION OF THE OFFERING PERIOD, WITHOUT
INTEREST OR DEDUCTION.
1. SUBSCRIPTION. Subject to the terms and conditions of this
Subscription Agreement and the provisions of the Documents, the undersigned
hereby subscribes to purchase Securities in the aggregate dollar amount set
forth below. The amount of Securities to be issued to the undersigned shall be
as set forth in the Documents. The undersigned hereby agrees that this
subscription shall be irrevocable and shall survive the death or disability of
the undersigned. The undersigned is tendering 100% of the purchase price to
which this subscription relates.
2. ACCEPTANCE OF SUBSCRIPTION. The undersigned acknowledges that the
Company has the absolute right to accept or reject this subscription, in whole
or in part. The undersigned agrees that subscriptions need not be accepted in
the order received.
3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE UNDERSIGNED. The
undersigned hereby represents and warrants to and covenants with the Company,
and its affiliates, managers, officers, directors, agents, owners and employees
as follows:
(a) The undersigned has adequate means of providing for his
current needs and possible personal contingencies, and he has no
need, and anticipates no need in the foreseeable future, to sell the
Securities for which he hereby subscribes. He is able to bear the
economic risks of this investment and, consequently, without
limiting the generality of the foregoing, he is able to hold the
Securities for an indefinite period of time and has a sufficient
financial liquidity to sustain a loss of his entire investment in
the event such loss should occur.
(b) The undersigned has such knowledge and experience in financial
and business matters that he is capable of evaluating the merits and
risks of an investment in the Securities. The undersigned is an
"accredited investor", as that term is defined in Regulation D, Rule
501, promulgated under the 1933 Act.
(c) The undersigned has received and read and is familiar with the
Documents, including the exhibits annexed thereto and any amendments
or supplements thereto (if any), and he (which is hereinafter deemed
to include the pronouns she and it) confirms that all documents,
records and books pertaining to his proposed investment in the
Securities have been made available to him.
(d) The undersigned has had an opportunity to review the Company's
filings on the XXXXX database at the S.E.C., filed prior to or on
the date hereof.
(e) The Securities for which the undersigned hereby subscribes or
any equity acquired by means of conversion of the Securities will be
acquired for this own account for investment and not with the view
toward resale or distribution in a manner which would require
registration under the 1933 Act, or any applicable state securities
laws, and he does not now have any reason to anticipate any change
in his circumstances or other particular occasion or event which
would cause him to sell the Securities.
(f) The undersigned is presently a bona fide resident of the
country set forth below and the address and tax/citizen
identification number set forth below are his true and correct
residence and tax/citizen identification number. The undersigned has
no present intention of becoming a resident of any other
jurisdiction.
(g) The undersigned understands that no securities administrator
of any state has made any findings or determination relating to the
fairness for investment of the Securities and that no securities
administrator of any state has or will recommend or endorse any
offering of the Securities.
(h) The undersigned has received no representation or warranties
from the Company, or any other person or entity or their respective
affiliates, employees or agents, not contained or described in the
Documents and in making his investment decision, he is relying
solely on the information contained in the Documents and
investigations made by him.
(i) The undersigned will be the sole party in interest in the
Securities and as such will be vested with all legal and equitable
rights in the Securities.
(j) All representations, warranties and covenants contained in
this Subscription Agreement and the accompanying Prospective
Purchaser Questionnaire and Purchaser Representative Disclosure
Statement (if applicable) are true and correct as of the date hereof
and will be true and correct as of the date this subscription is
accepted by the Company, if at all.
(k) The undersigned acknowledges and is aware of all the risks
related to this investment, including but not limited to the
following factors: (i) the securities offered hereby are speculative
and involve a high degree of risk; (ii) any projections, forecasts
or estimates as may have been provided in the Filings are purely
speculative and cannot be relied upon to indicate actual results
that may be obtained through this investment; any such projections,
forecasts and estimates are based upon assumptions which are subject
to change and which are beyond the control of the Company or its
management; (iii) the tax effects which may be expected by this
investment are not susceptible to absolute prediction, and new
developments and rules of the Internal Revenue Service of the United
States or any tax or regulatory authority of any jurisdiction in
which the undersigned is a resident or subject to taxes or other
payments to a government regulatory authority , audit adjustment,
court decisions or legislative changes may have an adverse effect on
one or more of the tax consequences of this investment; and (iv) the
undersigned has been advised to consult with his own advisor
regarding legal matters and tax consequences involving this
investment.
(l) The undersigned certifies that (i) the tax identification/
citizen number shown on this form is the correct tax
identification/citizen number, and (ii) the undersigned is not
subject to backup withholding of monies either because (A) the
undersigned has not been notified that the undersigned is subject to
backup withholding as a result of a failure to report all interest
or dividends, or (B) the Internal Revenue Service (the "Service")
has notified the undersigned that the undersigned is no longer
subject to backup withholding. The undersigned certifies that the
undersigned is a foreign person, or a corporation, or a foreign
estate or trust, which would be a foreign person within the meaning
of Sections 1441, 1446 and 7701 (a) of the Internal Revenue Code of
1986, as amended, and that the undersigned will notify the Company
before a change in the undersigned's foreign status.
(You must cross out item (ii) above if you have been notified by the
Internal Revenue Service that you are subject to backup withholding
due to notified payee underreporting, and if you have not been
notified by the Service advising you that backup withholding due to
notified payee underreporting has terminated.)
(m) This offer and sale is made pursuant to an exemption available
under Rule 903 of Regulation S promulgated pursuant to the 1933 Act,
based on the fact that the Undersigned is a non-U.S. Person engaged
in an offshore transaction, as those terms are defined in Regulation
S. The parties agree to fully comply with all terms and conditions
of Rules 901-905 of Regulation S.
4. INDEMNIFICATION. The undersigned acknowledges that he understands
the meaning and legal consequences of the representations, warranties and
covenants in paragraph 3 hereof, and that the Company has relied upon such
representations, warranties and covenants agrees to hold harmless the Company
and its officers, managers, directors, controlling persons, agents, owners and
employees from and against any and all loss, damage or liability due to or
arising out of breach of any such representation, warranty or covenant.
Notwithstanding the foregoing, however, no representation, warranty,
acknowledgment or agreement made herein by the undersigned shall in any manner
be deemed to constitute a waiver of any rights granted to him under federal or
state securities laws. All representations, warranties and covenants of the
undersigned contained in this Subscription Agreement, the accompanying
Prospective Purchaser Questionnaire, the Purchaser Representative Disclosure
Statement (if applicable), and the indemnification contained in this paragraph
4, shall survive the acceptance of this subscription.
5. ARBITRATION. Any and all controversies or disputes, whether now
existing or which may arise in the future, which have arisen or may arise
between the undersigned and the Company, and/or its managers, officers,
directors, controlling persons, agents, affiliates or employees, whether arising
out of or relating to this Subscription Agreement, the conduct of the aforesaid
persons or entities, or otherwise, which can be lawfully submitted to
arbitration, shall be submitted to arbitration in accordance with the rules,
then existing, of the American Arbitration Association. The award of the
arbitrators, or a majority of them, shall be final, and judgment upon the award
may be entered in any state or federal court having jurisdiction. Any and all
proceedings pursuant to this paragraph 5 shall be held in Washoe County, Nevada.
This paragraph 5 shall bind the undersigned to submit to arbitration any and all
controversies as aforesaid, including those which could otherwise be brought in
a judicial forum and those which could be joined to other claims not subject to
arbitration.
6. LIMITATION ON TRANSFER OF THE SECURITIES. The undersigned
acknowledges that he is aware that there are substantial restrictions on the
transferability of the Securities. Since the Securities will no be, and the
undersigned has no right to require that it be, registered under the 1933 Act,
the Securities may not be, and the undersigned agrees that it shall not be, sold
unless such sale is exempt from such registration under the 1933 Act, and
applicable state securities laws. The undersigned further acknowledges that the
Company is under no obligation to aid him in obtaining any exemption from the
registration requirements. The undersigned also acknowledges that he shall be
responsible for compliance with all conditions on transfer imposed by any
securities administrator of any state and for any expense incurred by the
Company for legal or accounting services in connection with reviewing such a
proposed transfer and/or issuing opinions in connection therewith. The
undersigned also acknowledges that the Securities purchased hereunder will be
restricted securities under Rule 144 (see Rule 905 of Regulation S).
7. COMPLIANCE WITH PRIVATE PLACEMENT EXEMPTION REQUIREMENTS. The
undersigned understands and agrees that the following restrictions and
limitations are applicable to his purchase and his resale, hypothecations or
other transfers of the Securities pursuant to rules promulgated under the 1933
Act and various state securities laws:
(a) Such Securities shall not be sold, pledged, hypothecated or
otherwise transferred unless the securities are registered under the 1933 Act
and applicable state securities laws or are exempt therefrom.
(b) A legend in substantially the following form bas been or will be placed
on any certificate(s) or other document(s) evidencing the Securities as issued
or converted:
THE SECURITIES REPRESENTED BY THIS INSTRUMENT OR DOCUMENT HAVE BEEN
ACQUIRED FOR INVESTMENT AND HAVE NOT BEEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, ALL IN RELIANCE OF
REGULATION S PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. WITHOUT
SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR
OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE
ISSURER OF AN OPINION OF COUNSEL THAT REGISTRATION IS NOT REQUIRED FOR SUCH
TRANSFER OR THE SUBMISSION TO THE ISSUER OF SUCH OTHER EVIDENCE AS MAY BE
SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN
VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER.
(c) In addition, the legend described in subparagraph (b) above will be
placed with respect to any new certificates or other document(s) for transfer.
8. BINDING EFFECT. All rights and obligations under this Subscription
Agreement shall be binding upon and inure to the benefit of the undersigned, his
heirs, personal representatives and permitted transferees or assigns.
9. GOVERNING LAW. This agreement shall be governed by and construed
according to the laws of the State of Nevada.
10. VALIDITY AND SEVERABILITY. If any provision of this Subscription
Agreement is held to be illegal, invalid, or unenforceable under the present or
future laws effective during the term of this Subscription Agreement, such
provision shall be fully severable; this Subscription Agreement shall be
construed and enforced as if such illegal, invalid, or unenforceable provision
had never comprised a part of this Subscription Agreement, and the remaining
provisions of this subscription Agreement shall remain in full force and effect
and shall not be affected by the illegal, invalid, or unenforceable provision or
by its severance from this Subscription Agreement. Furthermore, in lieu of such
illegal invalid or unenforceable provision as may be possible and still be
legal, valid, and enforceable.
11. TIME OF THE ESSENCE. Time is of the essence with regards to the
performance by the parties of their respective obligations under this
Subscription Agreement.
* * * * * * * * * *
PLEASE COMPLETE THE FOLLOWING TO SUBSCRIBE FOR SECURITIES:
U.S. Dollar Amount of Securities Subscribed for: $_______________
The Subscription Documents should be mailed or delivered to:
RADIAL ENERGY, INC.
0000 Xxxx Xxxxx Xx.
Xxxxxxxxxx XX 00000
The monies representing payment for the Units should be in certified
funds or bank wire to the Company, as set forth in Schedule "A"
attached hereto. All monies will be held in trust, in a segregated
account, until the minimum of US$100,000.00 is received, and the
Subscription Documents have been fully executed by all parties, at
which time the minimum of $100,000.00 will be released to the Company
to be used for working capital, and all funds received thereafter, up
to the maximum of US$2,000,000.00, will be immediately released to the
Company upon receipt thereof, together with the Subscription Documents
fully executed by all parties, and all of such monies will be used for
working capital.
IN WITNESS WHEREOF, the undersigned has executed this Subscription
agreement as of the _____ day of ________________, 2006.
THIS SUBSCRIPTION AGREEMENT CONTAINS A DISPUTE ARBITRATION CLAUSE AT PAGE
3, PARAGRAPH 5. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF A COPY OF THIS
SUBSCRIPTION AGREEMENT.
_____________________________________
Signature of Investor
_____________________________________
Signature of Investor
_____________________________________
(Names) Typed or Printed
__________________________________________
Taxpayer/Citizen ID Number in Country
of Residence
_____________________________________
Street or Postal Address
_____________________________________
City, Province, Country and Postal Code
_____________________________________
Telephone Number (incl. country code)
SUBSCRIPTION ACCEPTED BY RADIAL ENERGY, INC.
By: _________________________________ Date: ___________________
CONFIDENTIAL PRIVATE PLACEMENT
______________________________
RADIAL ENERGY, INC.
INSTRUCTIONS FOR SUBSCRIBING
Before making a decision to invest in the securities, the prospective
investor should read and be familiar with the provisions and disclosures set
forth in the Company's filings with the Securities and Exchange Commission, on
the XXXXX database, and other publicly available information, as of the date of
this subscription. By executing the Subscription Agreement, the investor will
acknowledge that he, she or it has reviewed the Filings.
1. SUBSCRIPTION AGREEMENT:
(a) After reviewing the Subscription Agreement, investor should fill in
the dollar amount of the subscription where provided following
Paragraph 11.
(b) Investor should complete, sign and date the Subscription Agreement on
the last page of the document. Investor should also make note of the
taxpayer certification language at Paragraph 3 (l) of the Subscription
Agreement, and make changes as applicable.
2. PROSPECTIVE PURCHASER QUESTIONNAIRE:
(a) The information requested by items one through eight should be
completed.
(b) Partnership and corporate investors should also complete item nine,
and trust and estate investors should also complete item ten.
(c) Investor should sign and date the Prospective Purchaser Questionnaire
following Paragraph 10.
3. PURCHASER REPRESENTATIVE DISCLOSURE STATEMENT:
(a) If a Purchaser Representative is being consulted, such representative
should complete, sign and date the Purchaser Representative Disclosure
Statement.
(b) Investor should sign and date the document on the last page of the
document.
4. The Subscription Documents should be mailed or delivered to:
RADIAL ENERGY, INC.
0000 Xxxx Xxxxx Xx.
Xxxxxxxxxx XX 00000
The monies representing payment for the Units should be in certified funds
or bank wire to the Company, as set forth in Schedule "A" attached hereto.
All monies will be held in trust, in a segregated account, until the
minimum of US$100,000.00 is received, and the Subscription Documents have
been fully executed by all parties, at which time the minimum of
$100,000.00 will be released to the Company to be used for working capital,
and all funds received thereafter, up to the maximum of US$2,000,000.00,
will be immediately released to the Company upon receipt thereof, together
with the Subscription Documents fully executed by all parties, and all of
such monies will be used for working capital.
PROSPECTIVE PURCHASER QUESTIONNAIRE
RADIAL ENERGY, INC.
0000 Xxxx Xxxxx Xx.
Xxxxxxxxxx XX 00000
Gentlemen:
The information contained herein is being furnished to you to enable
you to determine whether sales of securities (the "Securities"), by RADIAL
ENERGY, INC., (the "Company"), a Nevada corporation, may be made to me pursuant
to Regulation S of the Securities Act of 1933, as amended (the "Act"), and under
applicable state securities laws, if any.
I understand that (i) you will rely upon the information contained
herein for purposes of such determination, (ii) the Securities will not be
registered under the Act in reliance upon the exemptions from registration
provided by one or more of Section 4 (2) of the Act and/or Regulation S; (iii)
the Securities will not be registered under any state securities laws in
reliance upon exemptions from registration provided thereby; (iv) requesting
that I complete this Questionnaire does not constitute an offer of the
Securities to me; and (v) I may be required to hold any Securities purchased by
me indefinitely.
I represent to you that (i) The information contained herein is
complete and accurate and may be relied upon by you; and (ii) I will notify you
immediately of any material change in any of such information occurring prior to
the closing of the purchase of any of the Securities by me.
I understand that if I am required by the Company to use the services
of a Purchaser Representative, as that term is defined in the securities laws,
in connection herewith, additional documentation will be required.
All information furnished is for the sole use of you and your counsel,
except that this Questionnaire may be furnished to such parties as you deem
desirable to establish compliance with federal and state securities laws.
PLEASE PRINT OR TYPE RESPONSES, EXCEPT FOR SIGNATURE
1. Name: _________________________________________________________________
Nature of Business or
Employment: ___________________________________________________________
Position and Duties:
_______________________________________________________________________
_______________________________________________________________________
Highest Level of Education Completed: __________
Degree: _______________________
2. I have personally invested in excess of $________________ over the past
five years, including investments during such period in excess of
$______________ in non-liquid investments.
3. Listed below are the types of investments I have made in the past five
years, with particular attention to investments in non-marketable or
non-liquid investments.
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
4. If the subscriber has used the services of a Purchaser Representative
in connection with this investment, please provide the following
information with respect to such Purchaser Representative:
Name: _________________________________________________________________
Telephone: ____________________________________________________________
Firm: _________________________________________________________________
Address: ______________________________________________________________
Note: A Purchaser Representative Questionnaire will need to be
completed by such Purchaser Representative.
5. My personal net worth (exclusive of primary residence, furnishings
therein and personal automobiles) is in excess of $________________.
6. Investment Experience:
(i) The frequency of my investment in marketable securities is: ( )
often; ( ) occasionally; ( ) seldom; ( ) never.
(ii) The frequency of my investment in commodities futures is: ( )
often; ( ) occasionally; ( ) seldom; ( ) never. (iii)The
frequency of my investment in options is: ( ) often; ( )
occasionally; ( ) seldom; ( ) never.
(iii) The frequency of my investment in securities purchased on margin
is: ( ) often; ( ) occasionally; ( ) seldom; ( ) never.
(iv) The frequency of my investment in unmarketable securities is: ( )
often; ( ) occasionally; ( ) seldom; ( ) never.
(v) The frequency of my investment in securities sold in reliance on
the private offering exemption from registration under the
Securities Act of 1933 and/or Regulation S is: ( ) often; ( )
occasionally; ( ) seldom; ( ) never.
7. Indicated in the space provided below is additional information which I
think may be helpful in enabling the Company to determine whether my
knowledge and experience in financial and business matters is
sufficient to enable me to evaluate the merits and risks of my
prospective investment:
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
8. I am not a "U.S. Person", as that term is defined in Rule 901 of
Regulation S promulgated under the Securities Act of 1933, and this
offering and sale is made pursuant to Rules 901-905 of Regulation S,
and I qualify in all respects to subscribe and purchase under
Regulation S.
ONLY PARTNERSHIPS, LLC'S AND CORPORATIONS NEED TO ANSWER QUESTION 9
9. If the investment will be in the name of a partnership, LLC or
corporation, answer the following:
Type of
Entity: _______________________________________________________________
Date and Country of
Formation: ____________________________________________________________
Taxpayer Identification
Number in Country of Domicile: ________________________________________
Number of Shareholders or
Partners: __________________________
Net Worth: $______________________
NOTE: IF A CORPORATION OR LLC, THE OFFICER/MANAGER OF THE CORPORATION
OR LLC WHO WILL BE RESPONSIBLE FOR MAKING THE DECISION TO PUCHASE MUST
COMPLETE A PROSPECTIVE PURCHASER QUESTIONNAIRE.
NOTE: IF A PARTNERSHIP, THE PARTNER WHO WILL BE RESPONSIBLE FOR MAKING
THE DECISION TO PURCHASE MUST COMPLETE A PROSPECTIVE PURCHASER
QUESTIONNAIRE.
ONLY TRUSTS AND ESTATES NEED TO ANSWER QUESTION 10
10. If the investment will be in the name of a trust or estate, answer the
following: Type of Entity:
_______________________________________________________________________
Date and Jurisdiction of Formation: ___________________________________
Number of Beneficiaries: __________________________________________
Net Worth: $___________________________
NOTE: THE TRUSTEE OR EXECUTOR WHO WILL BE RESPONSIBLE FOR MAKING THE
DECISION TO PURCHASE MUST COMPLETE A PROSPECTIVE PURCHASER
QUESTIONNAIRE.
IN WITNESS WHEREOF, the undersigned has executed this Prospective Purchaser
Questionnaire as of the ______ day of ______________, 2006.
_______________________________ ________________________________
Signature of Investor Signature of Investor
______________________________________
Name(s) (Please Print or Type Clearly)
PURCHASER REPRESENTATIVE DISCLOSURE STATEMENT
_____________________________________________
RADIAL ENERGY, INC. (the "Company") may, under certain circumstances,
require a potential purchaser to obtain the assistance of one or more qualified
Purchaser Representatives in evaluating an investment in the Securities (the
"Securities"), offered by the Company. The purpose of this Purchaser
Representative Disclosure Statement is to obtain certain representations from,
and information regarding, any such Purchaser Representative.
The undersigned makes the following representations with the intent
that they may be relied upon by the Company in determining the undersigned's
qualification to serve as a Purchaser Representative to ______________________
(insert name of prospective investor being represented) in connection with an
investment in the Securities.
1. Name and Address of Purchaser Representative:
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
2. Are you an affiliate, director, officer or other employee of the
Company, or the beneficial owner of 10% or more of the Securities
interest in the Company?
yes _____ no _____
3. If the Answer to No 2 is "yes" what is the relationship?
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
4. I have, either myself or together with my client, sufficient knowledge
and experience in financial, business, and tax matters to be capable of
evaluating the risks and merits of an investment in the Securities to
be issued by the Company and making an informed investment decision
with respect thereto. yes _____ no _____
5. Current employment and position held:
_______________________________________________________________________
_______________________________________________________________________
How long? ___________________________________
6. Educational background:
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
Degree? _____________________________________
7. Area of knowledge and experience (e.g., legal matters, tax matters,
real estate, leasing programs, financial or business consultant, etc.):
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
8. Describe any and all material relationships which now exist, which have
existed at any time over the past two years or are mutually understood
to be contemplated in the future between yourself or your affiliates
and the Company or its affiliates. (If none, so state):
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
9. The undersigned has received $____________________from the Company or
its affiliates within the past two years as a result of such
relationships described in Item 8 above.
_______________________________________________
Name of Purchaser representative (Please Print)
_______________________________________________
Signature of Purchaser Representative Date
_______________________________________________
Street Address
_______________________________________________
City and State/Province Country Postal Code
NOTE: A copy of this Disclosure Statement must be given to the purchaser whom
you represent and the purchaser must execute the following Acknowledgment. This
Disclosure Statement and Acknowledgment must be completed, signed and returned
with the purchaser's subscription documents prior to the purchaser being sold
any Securities by the Company.
The undersigned hereby acknowledges that you have been designated to act as
Purchaser Representative for the undersigned in connection with the evaluation
of the merits and risks of an investment in the Securities.
________________________________________________
Name of Prospective Purchaser (Please Print)
__________________________________________________________
Signature of Prospective Purchaser Date
BROKER-DEALER INFORMATION (TO BE COMPLETED BY SELLING ACCOUNT EXECUTIVE):
_____________________________________
Broker-Dealer Name
_____________________________________
Account Executive Name and Representative Number
_____________________________________________________________
Address City State/Province Country Postal Code
ACCEPTED as of this _____ day of __________, 2006.
RADIAL ENERGY, INC.
By: _______________________________
