SUBSCRIPTION AGREEMENT
Exhibit 99.1
(“Company”) and the person executing this subscription agreement hereby agree as follows:
1.
Subscription for Shares. I (sometimes referred to herein as the “Investor”) hereby subscribe for and agree to purchase $_______________ worth of common shares (“Shares”) being offered by the Company at $0.08 each. There are no registration rights for any of the offered securities.
2.
Subscription Procedure, Delivery of Documents and Payment. To make a subscription, the Investor will submit a signed copy of this agreement, with the answers to the questions on the signature page, to the Company at its offices, either by fax, PDF or mail, together with the subscription amount. The subscription amount will be placed in an escrow account which will be under the control of the Company. Subscription amounts will be deposited in the general accounts of the Company. If there is a termination of the subscription or if it is not accepted in full or in part, the subscription funds will be returned to the investor, without deduction or interest, within 10 days of the termination or rejection; provided however, that any funds in the escrow account or the general accounts of the Company may be subject to claims of creditors.
3.
Acceptance or Rejection of Subscription. The Company has the right to reject this subscription for Shares, in whole or in part, for any reason and at any time prior to it being accepted. In the event of the rejection of this subscription, my subscription amount paid will be returned promptly to me without interest or deduction and this Subscription Agreement will have no force or effect. The Shares subscribed for herein will not be deemed issued to or owned by me until a copy of this Subscription Agreement has been executed by me and countersigned by the Company and a closing with respect to my subscription has occurred.
4.
Closing and Delivery of Shares. The closing will take place at the offices of the Company. In the event my subscription is accepted, the certificates representing the shares of common stock will be delivered promptly to me, along with a fully executed version of this Agreement within ten business days.
5.
Investor Representations and Warranties. I acknowledge, represent and warrant to the Company as follows:
5.1
Obligations of the Company and the Investor. The Company has no obligation to me other than as set forth in this Agreement. Except for statutory rescission rights, I am not entitled to cancel, terminate or revoke this subscription, and any agreements made in connection herewith will survive my death or disability. In order to induce the Company to issue and sell the Shares to me, I represent and warrant that the information relating to me stated herein is true and complete as of the date hereof and will be true and complete as of the date on which my purchase of Shares becomes effective. If, prior to the final consummation of the offer and sale of the Shares, there should be any change in such information or any of such information becomes incorrect or incomplete, I shall notify the Company and supply the Company promptly with corrective information.
6.2
Information About the Company.
(1)
I understand that the Company has no obligation to facilitate the resale of any of the securities comprising the Shares I understand that there is no assurance as to the future performance of the Company.
(2)
I, or my representatives, have had the opportunity to ask questions of and receive answers from the officers of the Company regarding its history, structure, results of operations, financial condition and plan of operations and the terms and conditions of the securities for which I am subscribing. I have received no representation or warranty from the Company or any of its respective officers, directors, employees or agents in respect of my investment in the Company.
(3)
I, acting with the assistance of counsel and other professional advisers, possess the knowledge and experience in financial, tax, and business matters as to enable them to utilize the information made available by the Company to evaluate the merits and risks of acquiring the securities being subscribed for and to make an informed decision with respect thereto. I can bear the loss of my entire investment in the offered securities.
(4)
I understand that the securities comprising the Shares will be acquired as “restricted” securities as defined under the United States federal securities laws and with limitations imposed by Regulation D. Therefore, I understand that sales of the securities may only be made in the United States, either privately or publicly, in compliance with the federal and state securities laws and rules thereunder, and therefore, I may not be able to freely sell the securities.
(5)
It is understood that the certificates evidencing the securities comprising the Shares may bear the legend set forth below in this section. The Investor hereby consents to the inclusion of such legend on certificates of securities it receives hereunder and for the placement of stop orders against the transfer of those securities, which may be enforced by instruction from the Company to its transfer agent or recourse to appropriate judicial authorities to prevent the registration of any transfer not in accordance with the provisions of this agreement, the law and the legend set forth below.
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SECURITIES MAY NOT BE MORTGAGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.“
(6)
I am an “accredited investor” within the meaning of Rule 501 under the Securities Act of 1933, as amended. I am purchasing the offered securities for my own account, for investment and not with a view to or for sale in connection with a distribution of the offered securities.
(7)
I am in compliance with each law (including rules and regulations thereunder) of any national, provincial, territorial, local or foreign government, or any governmental entity, which (i) affects or relates to this agreement or to the transactions contemplated hereby; (ii) is applicable to the ownership of the offered securities or (iii) will be applicable to the offered securities when issued.
6.
Entity Authority. If the Investor is a corporation, partnership, company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and qualified to become an investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.
7.
Governing Law and Jurisdiction. This Subscription Agreement will be deemed to have been made and delivered in Las Vegas, Nevada, and will be governed as to validity, interpretation, construction, effect and in all other respect by the internal laws of the State of Nevada. Each of the Company and the Investor hereby (i) agrees that any legal suit, action or preceding arising out of or relating to this Subscription Agreement will be instituted exclusively in Nevada State Supreme Court, County of Xxxxx, or in the United States District Court for the District of Nevada, (ii) waives any objection to the venue of any such suit, action or proceeding and the right to assert that such forum is not a convenient forum for such suit, action or proceeding, (iii) irrevocably consents to the jurisdiction of the Nevada State Supreme Court, County of Xxxxx and the United States District Court for the District of Nevada in any such suit, action or proceeding, (iv) agrees to accept and acknowledge service of any and all process that may be served in any such suit, action or proceeding in Nevada State Supreme Court, County of Xxxxx or in the United States District Court for the District of Nevada, and (v) agrees that service of process upon it mailed by certified mail to its address set forth on my signature page will be deemed in every respect effective service of process upon it in any suit, action or proceeding.
8.
Counterparts. This Subscription Agreement may be executed in one or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. The execution of this Subscription Agreement may be by actual or facsimile signature.
9.
Benefit. This Subscription Agreement is binding upon and inures to the benefit of the parties hereto and their respective heirs, executors, personal representatives, successors and assigns.
10.
Notices. All notices, offers, acceptance and any other acts under this Subscription Agreement (except payment) must be in writing, and is sufficiently given if delivered to the addressees in person, by overnight courier service, or, if mailed, postage prepaid, by certified mail (return receipt requested), and will be effective three days after being placed in the mail if mailed, or upon receipt or refusal or receipt, if delivered personally or by courier or confirmed telecopy, in each case addressed to a party. All communication to me should be sent to my preferred address on the signature page hereto. All communications to the Company should be sent to Xxxxxxxx Xxxxxxx, Diagnostic Imaging International Corp., 000 Xxxxxxxx Xx. Xxxx #000, Xxxxxxx, Xxxxxxx X0X 0X0 Xxxxxx. Each party may designate another address by notice to the other parties.
11.
Oral Evidence. This Subscription Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral and written agreements between the parties hereto with respect to the subject matter hereof. This Subscription Agreement may not be changed, waived, discharged, or terminated orally, but rather, only by a statement in writing signed by the party or parties against which enforcement or the change, waiver, discharge or termination is sought.
12.
Section Headings. Section headings herein have been inserted for reference only and will not be deemed to limit or otherwise affect, in any matter, or be deemed to interpret in whole or in part, any of the terms or provisions of this Subscription Agreement.
13.
Survival of Representations, Warranties and Agreements. The representations, warranties and agreements contained herein will survive the delivery of, and the payment for, the Shares.
14.
Acceptance of Subscription. The Company may accept this Subscription Agreement at any time for all or any portion of the Shares subscribed for by executing a copy hereof as provided and notifying me within a reasonable time thereafter.
SIGNATURE PAGE FOR INDIVIDUAL INVESTORS – COMPLETE ALL INFORMATION
Name: _____________________ Name of Joint Investor (if any): _____________________
Residence Address: __________________________________________________________
Telephone: (H) ________________ (W) ___________________ Fax: __________________
Occupation: ___________________________ Employer: ___________________________
Business Address: ____________________________________________________________
Send communications to:
o Home o Office o E-Mail: E-mail address: _______________________
Age: _______
Social Security Number: _______________________
Check manner in which Shares are to be held:
o Individual Ownership | o Tenants in Common | o Joint Tenants with Right of Survivorship (both parties must sign) |
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o Community Property |
| o Other (please indicate) __________________ |
ALL INVESTORS MUST SIGN AND PRINT NAME BELOW: Signature: _____________________________ Print Name: _____________________________ Signature: _____________________________ Print Name: _____________________________ | The foregoing subscription is accepted and the Company hereby agrees to be bound by its terms. DIAGNOSTIC IMAGING INTERNATINAL CORP. By: _______________________________ Name: Xxxxxxx Xxxxxxxx Title: President Date: |
SIGNATURE PAGE FOR ENTITY INVESTORS – COMPLETE ALL INFORMATION
Name of Entity: ______________________________________________________________
Address of Principal Office: _____________________________________________________
Telephone: ________________________ Fax: ________________________
Taxpayer Identification Number: ______________________________________
Check type of Entity:
o Employee Benefit Plan Trust | o Limited Partnership | o General Partnership | o Individual Retirement Account |
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o Limited Liability Company | o Trust | o Corporation | o Other (please indicate) ___________________ |
Date of Formation or incorporation: __________ State of Formation or incorporation: ______
Describe the business of the Entity: ______________________________________________
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List the names and positions of the executive officers, managing members, partners or trustees authorized to act with respect to investments by the Entity generally and specify who has the authority to act with respect to this investment.
Name | Position | Authority for this investment (yes or no) | |
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ALL INVESTSORS MUST SIGN AND PRINT NAME BELOW: ____________________________ Signature of Authorized Signatory Name: Title: | The foregoing subscription is accepted and the Company hereby agrees to be bound by its terms. DIAGNOSTIC IMAGING INTERNATIONAL CORP. By: _________________________________ Name: Xxxxxxx Xxxxxxxx Title: President Date: | ||
