STOCK SUBSCRIPTION AGREEMENT KAL Energy, Inc.
Exhibit
99.1
___________________________________
KAL
Energy, Inc.
___________________________________
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To:
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KAL
Energy, Inc.
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World Trade Center 14th
Floor
Xx. Xxxxxxxx Xxxxxxxx Xxx.
00-00
Xxxxxxx 00000, Xxxxxxxxx
This
Subscription Agreement is made between KAL Energy, Inc., a Delaware corporation
(the “Company”), and the undersigned prospective purchaser who is subscribing
hereby for 6,000,000 shares of common stock , par value $0.0001 per share, (the
“Shares”) of the Company. The purchase price per Share is
$0.01 (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.
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 $0.01 per share. The undersigned
encloses herewith a check to “KAL Energy, Inc.” in the full amount of the
purchase price ($60,000) 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. 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
Subscription 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 Subscription Agreement,
to effect any of the foregoing provisions of this Paragraph 4.
5. 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”), because the purchaser is a director and executive
officer of the Company.
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 Securities 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. 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. 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
purchasing the Shares, 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. 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.
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:
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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.
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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: Xxxxxx Xxxxxxxxx, 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. 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):
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X
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individually
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______
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in
trust
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______
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joint
tenants
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______
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as
a partnership
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______
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tenants
in common
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______
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other:
______________________
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Full
Name: [see signature block below]
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Federal
Income Tax I.D. No. (Social Security Number
for
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Individual
Investors) - XXX-XX-XXXX [REDACTED FOR
FILING]
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P. Under
penalties of perjury, the undersigned certifies that:
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A.
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The
Company has my correct Taxpayer Identification Number (Social Security
Number for Individual Investors);
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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 Subscription Agreement as of
this 2nd day of February, 2009.
(For
Co-owners, if applicable)
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//s//
Xxxxxxx Xxxxxxx
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Investor
Signature
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Investor
Signature
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| Xxxxxxx Xxxxxxx | |||
| Print Name | Print Name |
***************************************************************
The
foregoing subscription for Shares of KAL Energy, Inc. is hereby
accepted.
| KAL Energy, Inc. | |||
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By:
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/s/ Xxxxxx Xxxxxxxxx | |
| Xxxxxx Xxxxxxxxx, Chief Financial Officer | |||
| DATE: February 2, 2009 | |||
