Exhibit 99.1
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "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 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
AND PROVINCIAL LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES
MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT.
SUBSCRIPTION AGREEMENT
TO: ONELIFE HEALTH PRODUCTS INC. (the "Company")
0000-000 0xx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
DATE: ___________________________________________
1. SUBSCRIPTION FOR SHARES
1.1 The undersigned (the "Subscriber") hereby irrevocably subscribes for and
agrees to purchase _____________ common shares in the capital of the
Company (the "Shares") at a price of US$0.05 per Share (such subscription
and agreement to purchase being the "Subscription"), for the total purchase
price of US$____________(the "Subscription Proceeds"), which is tendered
herewith, on the basis of representations and warranties and subject to the
terms and conditions set forth herein.
1.2 The Company hereby irrevocably agrees to sell, on the basis of the
representations and warranties and subject to the terms and conditions set
forth herein, to the Subscriber the Shares.
1.3 Subject to the terms hereof, the Subscription will be effective upon its
acceptance by the Company.
2. PAYMENT
2.1 The Subscription Proceeds must accompany this Subscription and shall be
paid by cash, cheque or bank draft drawn on a major Canadian or U.S.
chartered bank made payable to the Company and delivered to the Company or
its lawyers or may be wired directly to either one of them. If the
Subscription proceeds are delivered to the Company's lawyers, the
Subscriber authorizes the Company's lawyers to deliver the Subscription
Proceeds to the Company on the Closing Date.
2.2 The Subscriber acknowledges and agrees that this Subscription Agreement,
the Subscription Proceeds and any other documents delivered in connection
herewith will be held by the Company's lawyers on behalf of the Company. In
the event that this Subscription Agreement is not accepted by the Company
for whatever reason within 30 days of the delivery of an executed
Subscription Agreement by the Subscriber, this Subscription Agreement, the
Subscription Proceeds and any other documents delivered in connection
herewith will be returned to the Subscriber at the address of the
Subscriber as set forth in this Subscription Agreement.
2.3 Where the Subscription Proceeds are paid to the Company, the Company is
entitled to treat such Subscription Proceeds as an interest free loan to
the Company until such time as the Subscription is accepted and the
certificates representing the Shares have been issued to the Subscriber.
3. DOCUMENTS REQUIRED FROM SUBSCRIBER
3.1 The Subscriber must complete, sign and return to the Company an executed
copy of this Subscription Agreement.
3.2 The Subscriber shall complete, sign and return to the Company as soon as
possible, on request by the Company, any documents, questionnaires, notices
and undertakings as may be required by regulatory authorities, stock
exchanges and applicable law.
4. CLOSING
4.1 Closing of the offering of the Shares (the "Closing") shall occur on or
before July 31, 2006 or on such other date as may be determined by the
Company (the "Closing Date").
5. ACKNOWLEDGEMENTS OF SUBSCRIBER
5.1 The Subscriber acknowledges and agrees that:
a. none of the Shares have been or will be registered under the 1933 Act,
or under any state securities or "blue sky" laws of any state of the
United States, and, unless so registered, may not be offered or sold
in the United States or, directly or indirectly, to U.S. Persons, as
that term is defined in Regulation S under the 1933 Act ("Regulation
S"), except in accordance with the provisions of Regulation S,
pursuant to an effective registration statement under the 1933 Act, or
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the 1933 Act and in each case only in
accordance with any applicable state and provincial securities laws;
b. the Company has not undertaken, and will have no obligation, to
register any of the Shares under the 1933 Act or to qualify any of the
Shares under any state or provincial securities laws;
c. the Subscriber has received and carefully read this Subscription
Agreement;
d. the decision to execute this Subscription Agreement and purchase the
Shares agreed to be purchased hereunder has not been based upon any
oral or written representation as to fact or otherwise made by or on
behalf of the Company;
e. by execution hereof the Subscriber has waived the need for the Company
to communicate its acceptance of the purchase of the Shares pursuant
to this Subscription Agreement;
f. the Company is entitled to rely on the representations and warranties
of the Subscriber contained in this Subscription Agreement and the
Subscriber will hold harmless the Company from any loss or damage it
or they may suffer as a result of the Subscriber's failure to
correctly complete this Subscription Agreement;
g. the Subscriber will indemnify and hold harmless the Company and, where
applicable, its respective 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 Subscriber contained herein or in any document
furnished by the Subscriber to the Company in connection herewith
being untrue in any material respect or any breach or failure by the
Subscriber to comply with any covenant or agreement made by the
Subscriber to the Company in connection therewith;
h. the Subscriber has been advised to consult his 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
he is solely responsible (and the Company is not in any way
responsible) for compliance with applicable resale restrictions;
i. there is no market for the Shares, no market for the Shares may ever
exist and none of the Shares are listed on any stock exchange or
automated dealer quotation system and no representation has been made
to the Subscriber that any of the Shares will become listed on any
stock exchange or automated dealer quotation system;
j. neither the SEC nor any other securities commission or similar
regulatory authority has reviewed or passed on the merits of the
Shares;
k. no documents in connection with the sale of the Shares hereunder have
been reviewed by the SEC or any state securities administrators;
l. there is no government or other insurance covering any of the Shares;
m. the issuance and sale of the Shares to the Subscriber will not be
completed if it would be unlawful or if, in the discretion of the
Company acting reasonably, it is not in the best interests of the
Company;
n. the statutory and regulatory basis for the exemption claimed for the
offer and sale of the Shares, although in technical compliance with
Regulation S, would not be available if the offering is part of a plan
or scheme to evade the registration provisions of the 1933 Act; and
o. this Subscription Agreement is not enforceable by the Subscriber
unless it has been accepted by the Company.
6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SUBSCRIBER
6.1 The Subscriber hereby represents and warrants to and covenants with the
Company (which representations, warranties and covenants shall survive the
Closing) that:
a. he is not a U.S. Person;
b. he is not acquiring the Shares for the account or benefit of, directly
or indirectly, any U.S. Person;
c. he is resident in the jurisdiction set out under the heading "Name and
Address of Subscriber" on the signature page of this Subscription
Agreement and the sale of the Shares to the Subscriber as contemplated
in this Subscription Agreement complies with or is exempt from the
applicable securities legislation of the jurisdiction of residence of
the Subscriber;
d. he is purchasing the Shares as principal for investment purposes only
and not with a view to resale or distribution and, in particular, he
has no intention to distribute, either directly or indirectly, any of
the Shares in the United States or to U.S. Persons;
e. he is outside the United States when receiving and executing this
Subscription Agreement;
f. he is aware that an investment in the Company is speculative and
involves certain risks, including the possible loss of the entire
investment;
g. he has made an independent examination and investigation of an
investment in the Shares and the Company and has depended on the
advice of his legal and financial advisors and agrees that the Company
will not be responsible in any way whatsoever for the Subscriber's
decision to invest in the Shares and the Company;
h. he (i) has adequate net worth and means of providing for his current
financial needs and possible personal contingencies, (ii) has no need
for liquidity in this investment, and (iii) is able to bear the
economic risks of an investment in the Shares for an indefinite period
of time;
i. he (i) is able to fend for himself in the Subscription; (ii) has such
knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of his investment in the
Shares and the Company; and (iii) has the ability to bear the economic
risks of his prospective investment and can afford the complete loss
of such investment;
j. he understands and agrees that the Company and others will rely upon
the truth and accuracy of the acknowledgements, representations and
agreements contained in this Subscription Agreement and agrees that if
any of such acknowledgements, representations and agreements are no
longer accurate or have been breached, he shall promptly notify the
Company;
k. he has duly executed and delivered this Subscription Agreement and it
constitutes a valid and binding agreement of the Subscriber
enforceable against the Subscriber in accordance with its terms;
l. he is not an underwriter of, or dealer in, the common shares of the
Company, nor is the Subscriber participating, pursuant to a
contractual agreement or otherwise, in the distribution of the Shares;
m. he understands 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, and, unless so registered, may not
be offered or sold in the United States or, directly or indirectly, to
U.S. Persons except in accordance with the provisions of Regulation S,
pursuant to an effective registration statement under the 1933 Act, or
pursuant to an 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 and provincial securities laws;
n. he understands and agrees that offers and sales of any of the Shares
prior to the expiration of a period of one year after the date of
original issuance of the Shares (the one year period hereinafter
referred to as the "Distribution Compliance Period") shall only be
made in compliance with the safe harbor provisions set forth in
Regulation S, pursuant to the registration provisions of the 1933 Act
or an exemption therefrom, and that all offers and sales after the
Restricted Period shall be made only in compliance with the
registration provisions of the 1933 Act or an exemption therefrom;
o. he understands and agrees not to engage in any hedging transactions
involving any of the Shares unless such transactions are in compliance
with the provisions of the 1933 Act;
p. he understands and agrees that the Company will refuse to register any
transfer of the Shares not made in accordance with the provisions of
Regulation S, pursuant to an effective registration statement under
the 1933 Act or pursuant to an available exemption from the
registration requirements of the 1933 Act;
q. if he is acquiring the Shares as a fiduciary or agent for one or more
investor accounts, he has sole investment discretion with respect to
each such account and he has full power to make the foregoing
acknowledgments, representations and agreements on behalf of such
account;
r. he acknowledges that he has not acquired the Shares as a result of,
and will not himself engage in, any "directed selling efforts" (as
defined in Regulation S under the 0000 Xxx) in the United States in
respect of any of the Shares which would include any activities
undertaken for the purpose of, or that could reasonably be expected to
have the effect of, conditioning the market in the United States for
the resale of any of the Shares; provided, however, that the
Subscriber may sell or otherwise dispose of any of the Shares pursuant
to registration of any of the Shares pursuant to the 1933 Act and any
applicable state securities laws or under an exemption from such
registration requirements and as otherwise provided herein;
s. the Subscriber is not aware of any advertisement of any of the Shares
and is not acquiring the Shares as a result of any form of general
solicitation or general advertising including advertisements,
articles, notices or other communications published in any newspaper,
magazine or similar media or broadcast over radio or television, or
any seminar or meeting whose attendees have been invited by general
solicitation or general advertising; and
t. no person has made to the Subscriber any written or oral
representations:
i. that any person will resell or repurchase any of the Shares;
ii. that any person will refund the purchase price of any of the
Shares;
iii. as to the future price or value of any of the Shares; or
iv. that any of the Shares will be listed and posted for trading on
any stock exchange or automated dealer quotation system or that
application has been made to list and post any of the Shares of
the Company on any stock exchange or automated dealer quotation
system.
6.2 In this Subscription Agreement, the term "U.S. Person" shall have the
meaning ascribed thereto in Regulation S.
7. REPRESENTATIONS AND WARRANTIES WILL BE RELIED UPON BY THE COMPANY
7.1 The Subscriber acknowledges that the representations and warranties
contained herein are made by him with the intention that such
representations and warranties may be relied upon by the Company and its
legal counsel in determining the Subscriber's eligibility to purchase the
Shares under applicable securities legislation, or (if applicable) the
eligibility of others on whose behalf he is contracting hereunder to
purchase the Shares under applicable securities legislation. The Subscriber
further agrees that by accepting delivery of the certificates representing
the Shares on the Closing Date, he will be representing and warranting that
the representations and warranties contained herein are true and correct as
at the Closing Date with the same force and effect as if they had been made
by the Subscriber on the Closing Date and that they will survive the
purchase by the Subscriber of Shares and will continue in full force and
effect notwithstanding any subsequent disposition by the Subscriber of such
Shares.
8. RESALE RESTRICTIONS
8.1 The Subscriber acknowledges that any resale of the Shares will be subject
to resale restrictions contained in the securities legislation applicable
to each Subscriber or proposed transferee. The Subscriber acknowledges that
the Shares have not been registered under the 1933 Act of the securities
laws of any state of the United States and that the Company does not intend
to register same under the 1933 Act, or the securities laws of any such
state and has no obligation to do so. The Shares may not be offered or sold
in the United States unless registered in accordance with United States
federal securities laws and all applicable state securities laws or
exemptions from such registration requirements are available.
9. ACKNOWLEDGEMENT AND WAIVER
9.1 The Subscriber has acknowledged that the decision to purchase the Shares
was solely made on the basis of publicly available information. The
Subscriber hereby waives, to the fullest extent permitted by law, any
rights of withdrawal, rescission or compensation for damages to which the
Subscriber might be entitled in connection with the distribution of any of
the Shares.
10. LEGENDING AND REGISTRATION OF SUBJECT SHARES
10.1 The Subscriber hereby acknowledges that a legend may be placed on the
certificates representing any of the Shares to the effect that the Shares
represented by such certificates are subject to a hold period and may not
be traded until the expiry of such hold period except as permitted by
applicable securities legislation.
10.2 The Subscriber hereby acknowledges and agrees to the Company making a
notation on its records or giving instructions to the registrar and
transfer agent of the Company in order to implement the restrictions on
transfer set forth and described in this Subscription Agreement.
11. COSTS
11.1 The Subscriber acknowledges and agrees that all costs and expenses incurred
by the Subscriber (including any fees and disbursements of any special
counsel retained by the Subscriber) relating to the purchase of the Shares
shall be borne by the Subscriber.
12. GOVERNING LAW
12.1 This Subscription Agreement is governed by the laws of the State of Nevada.
The Subscriber, in its personal or corporate capacity and, if applicable,
on behalf of each beneficial purchaser for whom it is acting, irrevocably
attorns to the jurisdiction of the State of Nevada.
13. SURVIVAL
13.1 This Subscription Agreement, including without limitation the
representations, warranties and covenants contained herein, shall survive
and continue in full force and effect and be binding upon the parties
hereto notwithstanding the completion of the purchase of the Shares by the
Subscriber pursuant hereto.
14. ASSIGNMENT
14.1 This Subscription Agreement is not transferable or assignable.
15. EXECUTION
15.1 The Company shall be entitled to rely on delivery by facsimile machine of
an executed copy of this Subscription Agreement and acceptance by the
Company of such facsimile copy shall be equally effective to create a valid
and binding agreement between the Subscriber and the Company in accordance
with the terms hereof.
16. SEVERABILITY
16.1 The invalidity or unenforceability of any particular provision of this
Subscription Agreement shall not affect or limit the validity or
enforceability of the remaining provisions of this Subscription Agreement.
17. ENTIRE AGREEMENT
17.1 Except as expressly provided in this Subscription Agreement and in the
agreements, instruments and other documents contemplated or provided for
herein, this Subscription Agreement contains the entire agreement between
the parties with respect to the sale of the Shares and there are no other
terms, conditions, representations or warranties, whether expressed,
implied, oral or written, by statute or common law, by the Company or by
anyone else.
18. NOTICES
18.1 All notices and other communications hereunder shall be in writing and
shall be deemed to have been duly given if mailed or transmitted by any
standard form of telecommunication. Notices to the Subscriber shall be
directed to the address on page 8 and notices to the Company shall be
directed to it at OneLife Health Products Inc., 0000-000 0xx Xxxxxx,
Xxxxxxx, Xxxxxxxxxx, 00000, Attention: The President.
19. COUNTERPARTS
19.1 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.
IN WITNESS WHEREOF the Subscriber has duly executed this Subscription Agreement
as of the date first mentioned above.
DELIVERY INSTRUCTIONS
Delivery - please deliver the certificates to:
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(name)
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(address)
Registration - registration of the certificates delivered at closing should be
made as follows:
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(name)
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(address)
The undersigned hereby acknowledges that it will deliver to the Company all such
additional completed forms in respect of the Subscriber's purchase of the Shares
as may be required for filing with the appropriate securities commissions and
regulatory authorities.
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(Signature and, if applicable, Office)
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(Address of Subscriber)
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(City, Province/State)
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(Country, Postal Code)
A C C E P T A N C E
The above-mentioned Subscription Agreement in respect of the Shares is hereby
accepted by ONELIFE HEALTH PRODUCTS INC.
DATED at _____________________________________, the _____ day of _______________
2006.
ONE LIFE HEALTH PRODCUTS INC.
Per: ____________________________________________
Authorized Signatory
