EXHIBIT 4.6
SUBSCRIPTION AGREEMENT
Ciralight Global, Inc.
(A Nevada Corporation)
The undersigned ("Subscriber") understands that Ciralight Global, Inc., a
Nevada corporation ("Company") is offering for sale up to 5,200,000 shares of
the Company's common stock ("Shares"). Unless otherwise indicated, the terms
used herein shall have the meanings set forth in the Amended Confidential
Private Placement Memorandum (as defined below).
The Shares are being offered for sale pursuant to the Amended Confidential
Private Placement Memorandum of the Company, dated October 9, 2009 ("Offering
Memorandum"), at a purchase price of $.25 each, payable in full upon delivery of
the subscription documents. The Subscriber acknowledges the Subscriber's receipt
and review of the Offering Memorandum and understands that the Shares will be
offered pursuant to the terms and in the manner described in the Offering
Memorandum.
1. Subscription. Subject to the terms and conditions hereof and the
provisions of the Offering Memorandum, the Subscriber hereby irrevocably
subscribes for and agrees to purchase $________ of Shares having a cash purchase
of $.25 each ("Purchase Price"), and hereby tenders (a) this Subscription
Agreement (sometimes herein referred to as "Subscription"); (b) a check in the
amount of the Purchase Price payable to the order of "Ciralight Global, Inc.;"
(c) a completed Purchaser Questionnaire; and (d) a photocopy of the Subscriber's
state driver's license. The cash payment is sometimes herein referred to as the
"Proceeds."
The Proceeds will be deposited into the general operating bank account of
the Company.
Should this Subscription be rejected, this Subscription shall be rendered
void and of no further force and effect and the Company will return to the
Subscriber the Proceeds paid herewith within a reasonable period of time. No
interest will be paid on the Proceeds.
If this Subscription is accepted, but no Closing of the Offering takes
place, the Proceeds will be returned to the Subscriber within a reasonable
period of time. No interest will be paid on the Proceeds.
2. Acceptance of Subscription. It is understood that the Company shall have
the right, in accordance with the terms of the Offering Memorandum, to accept or
reject this Subscription in whole or in part, and that the same shall be deemed
to be accepted by the Company only when it is signed by the Company. The
Subscriber understands and agrees that subscriptions need not be accepted in the
order received.
3. Representations and Warranties of the Subscriber. The Subscriber hereby
represents and warrants to the Company as follows:
(a) The Subscriber has such knowledge and experience in financial and
business matters that the Subscriber is capable of evaluating the merits and
risks of an investment in the Company and the suitability of the Shares as an
investment for the Subscriber, and that the Subscriber is able to bear the
economic risk of an investment in the Shares.
(b) The Shares for which the Subscriber hereby subscribes will be
acquired for the Subscriber's own account for investment and not with the view
toward resale or redistribution and the Subscriber does not presently have any
reason to anticipate any change in the Subscriber's circumstances or other
particular occasion or event which would cause the Subscriber to need to sell
the Subscriber's Shares.
(c) The Subscriber has received no representations or warranties from
the Company, or its employees or agents, other than those contained in the
Offering Memorandum.
(d) The Subscriber has received, carefully read, and fully understands
the Offering Memorandum, including the exhibits attached thereto and any
amendments thereof, and the Subscriber confirms that all documents, records and
books pertaining to the Subscriber's proposed investment in the Company have
been made available to the Subscriber.
(e) The Subscriber has had an opportunity to ask questions of and
receive satisfactory answers from the Company, or persons acting on the
Company's behalf, concerning the various matters discussed in the Offering
Memorandum, the terms and conditions of this investment, the business prospects
of the Company, the numerous risks associated with an investment in the Company,
the possibility that the Subscriber could lose his or her entire investment in
the Company, and such other questions as the Subscriber has deemed necessary for
the Subscriber's investment decision with respect to the Shares, and all such
questions have been answered to the full satisfaction of the Subscriber. In
making the Subscriber's decision to purchase the Shares, the Subscriber has
relied solely on independent investigations by the Subscriber and/or the
Subscriber's representatives and the Subscriber's or their representative's
review of the Offering Memorandum and other documents described herein and
therein.
(f) The Subscriber represents that it has been called to the
Subscriber's attention, both in the Offering Memorandum and by those individuals
with whom the Subscriber has dealt in connection with this investment in the
Company (i) that the Subscriber's investment in the Company involves a
substantial degree of risk and is suitable only for persons with adequate means
who have no need for liquidity for their investments; (ii) that the sale of
Shares is restricted and there is no market for the sale of Shares and none is
anticipated; (iii) the fact that the Subscriber meets the suitability standards
described herein and in the Offering Memorandum does not necessarily mean that
the purchase of the Shares is a suitable investment for the Subscriber.
(h) The Subscriber represents that no assurances or guarantees have
been made by the Company, its management or other representatives regarding any
return on an investment in the Shares.
(i) The Subscriber acknowledges that the Company has made available to
the Subscriber the opportunity to obtain additional information to verify the
accuracy of the information contained in the Offering Memorandum and to evaluate
the merits and risks of this investment.
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(j) The Subscriber acknowledges that he or she has been given the
opportunity to visit and tour the Company's corporate offices in Irvine,
California and its warehouse/assembly facility in Corona, California.
THE SUBSCRIBER CONFIRMS THAT THE SUBSCRIBER HAS CONSULTED WITH LEGAL, TAX
AND FINANCIAL ADVISORS REGARDING THE CONSEQUENCES TO THE SUBSCRIBER OF
ACQUIRING, OWNING AND DISPOSING OF THE SHARES AND THE DOCUMENTS RELATING THERETO
AND IS RELYING ON SUCH LEGAL, TAX AND FINANCIAL ADVISORS FOR ALL MATTERS
REGARDING THIS INVESTMENT.
4. INDEMNIFICATION. The Subscriber acknowledges that the Subscriber has
discussed with the Subscriber's legal counsel the meaning and legal consequences
of the representations and warranties made in this Subscription Agreement and
understands same, and the Subscriber hereby agrees to indemnify and hold
harmless the Company, its management and their respective agents and employees,
from and against any and all loss, damage or liability due to or arising out of
a breach of any such representation or warranty. If the Subscriber is a
shareholder or creditor of Ciralight, Inc., the Subscriber acknowledges the
benefit and consideration the Subscriber is receiving by being given the
opportunity to invest in the Company and Subscriber hereby waives any and all
claims, causes of action, rights to damages and other rights Subscriber may have
against Ciralight, Inc., the Company and their affiliates, agents, attorneys,
officers, directors and creditors. Notwithstanding the foregoing, no
representation, warranty, acknowledgment or agreement made herein by the
Subscriber shall in any manner be deemed to constitute a waiver of any rights
granted to the Subscriber under federal or state securities laws.
5. LIMITATION ON TRANSFER OF INTERESTS. The Subscriber acknowledges that
the Subscriber is aware that there are substantial restrictions on the
transferability of the Shares. The Subscriber acknowledges that the Shares may
not be sold or transferred until such Shares are registered with the SEC and a
trading market for such Shares develops, unless such sale is exempt from
registration under any federal and other state or other jurisdiction's
securities laws.
6. SURVIVAL. All representations, warranties and covenants contained in
this Subscription Agreement and the indemnification contained herein shall
survive (a) the acceptance of the Subscriptions by the Company; (b) changes in
the transactions, documents and instruments described in the Offering Memorandum
that are not material; and (c) the death, disability or incapacity of the
Subscriber.
IN WITNESS WHEREOF, the Subscriber has executed this Subscription Agreement
as of the ____ day of _____________________, 2009.
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Signature of individual subscribing
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Officer, agent or other representative of entity subscribing
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Name, typed or printed, of individual or entity subscribing
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Social Security or Taxpayer ID No.
Residence Address:
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City, State and Zip Code:
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Business Address:
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City, State and Zip Code:
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NOTICES SHOULD BE SENT TO: Residence Address _____ Business Address _____
CONSENT OF SPOUSE
The undersigned, being the spouse of, __________________________________
who has executed the foregoing Subscription Agreement, hereby consents to such
subscription and agrees to be bound by the terms thereof.
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Signature of Subscriber's Spouse
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Name of Spouse printed or typed
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