4C CONTROLS INC. REGULATION S SUBSCRIPTION AGREEMENT
SECTION
1
1.1
Subscription.
(a)
The
undersigned subscriber (the “Subscriber”),
intending to be legally bound, hereby irrevocably subscribes for and agrees
to
purchase such number of Units (hereafter defined) as set forth on the signature
page hereof, to be issued by 4C Controls Inc., a Nevada corporation (the
“Company”)
in an
offshore transaction negotiated outside the United States and to be consummated
and closed outside the United States pursuant to the terms and conditions of
this Agreement (this “Agreement”). A Unit shall consist of the
following:
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(i)
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One
share of Common Stock each, a “Purchased
Share”
and collectively, the “Purchased
Shares”);
and
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(ii)
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One
warrant, as further described in the Class A Warrant Agreement attached
hereto as Exhibit A, entitling the undersigned to purchase one (1)
share
of Common Stock for every four (4) Purchased Shares purchased hereunder
by
the Subscriber, with each such Warrant exercisable for the purchase
of one
share of Common Stock at a purchase price of US$0.25 per share, which
Warrant shall be exercisable after the first anniversary of the date
of
this Agreement and shall expire on the tenth anniversary of the date
of
this Agreement (each, a “Warrant”
and collectively, the “Warrants”).
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(b)
For
purposes of this Subscription Agreement:
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(i)
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“Common
Stock”
means the common stock of the Company, par value $0.00001 per
share.
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(ii)
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“Securities”
means the Purchased Shares, the Warrants and the Warrant
Shares.
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(iii)
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“Warrant
Shares”
means the shares of Common Stock issuable upon due exercise of the
Warrants.
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1.2
Purchase
of Units.
The
undersigned understands and acknowledges that the purchase price to be remitted
to the Company in exchange for the Units shall be the purchase price per Unit
set forth on the Signature Page hereto. Simultaneous with the execution and
delivery of this Agreement, including the Investor Questionnaire annexed hereto,
the undersigned shall deliver to or on behalf of the Company the aforementioned
purchase price by wire transfer of immediately available funds.
1.3
Acceptance
or Rejection.
(a)
The
undersigned understands and agrees that the Company reserves the right to reject
this subscription for the Units if, in its reasonable judgment, it deems such
action in the best interest of the Company, at any time prior to the Closing,
notwithstanding prior receipt by the undersigned of notice of acceptance of
the
undersigned's subscription.
(b)
The
undersigned understands and agrees that its subscription for the Units is
irrevocable.
(c)
In
the
event the sale of the Units subscribed for by the undersigned is not consummated
by the Company for any reason (in which event this Subscription Agreement shall
be deemed to be rejected), this Subscription Agreement and any other agreement
entered into between the undersigned and the Company relating to this
subscription shall thereafter have no force or effect and the Company shall
promptly return or cause to be returned to the undersigned the purchase price
remitted to the Company by the undersigned, without interest thereon or
deduction therefrom, in exchange for the Units.
SECTION
2
2.1
Closing.
The
closing (the “Closing”)
of the
purchase and sale of the Units, shall occur simultaneously with the acceptance
by the Company of the undersigned's subscription, as evidenced by the Company's
execution of this Subscription Agreement.
SECTION
3
3.1
Subscriber
Representations and Warranties.
The
undersigned hereby acknowledges, represents and warrants to, and agrees with,
the Company and its affiliates as follows:
(a)
The
undersigned is acquiring the Securities for his own account as principal, not
as
a nominee or agent, for investment purposes only, and not with a view to, or
for, resale, distribution or fractionalization thereof in whole or in part
and
no other person has a direct or indirect beneficial interest in such Securities
or any portion thereof. Further, the undersigned does not have any contract,
undertaking, agreement or arrangement with any person to sell, transfer or
grant
participations to such person or to any third person, with respect to the
Securities for which the undersigned is subscribing or any part of the
Securities.
(b)
The
undersigned has full power and authority to enter into this Agreement, the
execution and delivery of this Agreement has been duly authorized, if
applicable, and this Agreement constitutes a valid and legally binding
obligation of the undersigned.
(c)
The
undersigned is not subscribing for the Securities as a result of or subsequent
to any advertisement, article, notice or other communication published in any
newspaper, magazine or similar media or broadcast over television or radio,
or
presented at any seminar or meeting, or any solicitation of a subscription
by
person previously not known to the undersigned in connection with investment
securities generally.
(d)
The
undersigned understands that the Company is under no obligation to register
the
Securities under the Securities Act of 1933, as amended (the “Securities
Act”),
or to
assist the undersigned in complying with the Securities Act or the securities
laws of any state of the United States or of any foreign
jurisdiction.
(e)
The
undersigned is (i) experienced in making investments of the kind described
in
this Agreement and the related documents, (ii) able, by reason of the business
and financial experience of its officers (if an entity) and professional
advisors (who are not affiliated with or compensated in any way by the Company
or any of its affiliates or selling agents), to protect its own interests in
connection with the transactions described in this Agreement, and the related
documents, and (iii) able to afford the entire loss of its investment in the
Securities. The undersigned further understands that the Company currently
has
no business or operations and although it is contemplating entering the field
of
clean energy technologies, the Company currently has no agreements or
arrangements with any persons in connection therewith.
(f)
The
undersigned acknowledges his understanding that the offering and sale of the
Purchased Shares, Warrants and the issuance of the Warrant Shares upon due
exercise of the Warrants is intended to be exempt from registration under the
Securities Act. In furtherance thereof, in addition to the other representations
and warranties of the undersigned made herein, the undersigned further
represents and warrants to and agrees with the Company and its affiliates as
follows:
2
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(i)
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The
undersigned realizes that the basis for the exemption may not be
present
if, notwithstanding such representations, the undersigned has in
mind
merely acquiring the Securities for a fixed or determinable period
in the
future, or for a market rise, or for sale if the market does not
rise. The
undersigned does not have any such
intention;
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(ii)
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The
undersigned has the financial ability to bear the economic risk of
his
investment, has adequate means for providing for his current needs
and
personal contingencies and has no need for liquidity with respect
to his
investment in the Company;
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(iii)
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The
undersigned has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of the
prospective investment in the Securities. The undersigned also represents
it has not been organized for the purpose of acquiring the
Securities;
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(iv)
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The
undersigned has been provided an opportunity for a reasonable period
of
time prior to the date hereof to obtain additional information concerning
the offering of the Securities, the Company and all other information
to
the extent the Company possesses such information or can acquire
it
without unreasonable effort or expense;
and
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(v)
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The
undersigned has carefully reviewed all of the Company’s filings under the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”).
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(g)
The
undersigned is not relying on the Company, or its affiliates or agents with
respect to economic considerations involved in this investment. The undersigned
has relied solely on its own advisors.
(h)
No
representations or warranties have been made to the undersigned by the Company,
or any officer, employee, agent, affiliate or subsidiary of the Company, other
than the representations of the Company contained herein, and in subscribing
for
Units the undersigned is not relying upon any representations other than those
contained herein.
(i)
Any
resale of the Securities during the distribution compliance period as defined
in
Rule 902(f) to Regulation S shall only be made in compliance with exemptions
from registration afforded by Regulation S. Further, any such sale of the
Securities in any jurisdiction outside of the United States will be made in
compliance with the securities laws of such jurisdiction. The Subscriber will
not offer to sell or sell the Securities in any jurisdiction unless the
Subscriber obtains all required consents, if any.
(j)
The
undersigned understands that the Securities are being offered and sold in
reliance on an exemption from the registration requirements of United States
federal and state securities laws under Regulation S promulgated under the
Securities Act and that the Company is relying upon the truth and accuracy
of
the representations, warranties, agreements, acknowledgments and understandings
of the Subscriber set forth herein in order to determine the applicability
of
such exemptions and the suitability of the Subscriber to acquire the Securities.
In this regard, the undersigned represents, warrants and agrees
that:
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(i)
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The
undersigned is not a U.S. Person (as defined below) and is not an
affiliate (as defined in Rule 501(b) under the Securities Act) of
the
Company and is not acquiring the Securities for the account or benefit
of
a U.S. Person. A U.S. Person means any one of the following: (1)
any
natural person resident in the United States of America; (2) any
partnership or corporation organized or incorporated under the laws
of the
United States of America; (3) any estate of which any executor or
administrator is a U.S. person; (4) any trust of which any trustee
is a
U.S. person; (5) any agency or branch of a foreign entity located
in the
United States of America; (6) any non-discretionary account or similar
account (other than an estate or trust) held by a dealer or other
fiduciary for the benefit or account of a U.S. person; (7) any
discretionary account or similar account (other than an estate or
trust)
held by a dealer or other fiduciary organized, incorporated or (if
an
individual) resident in the United States of America; and (8) any
partnership or corporation if: (A) organized or incorporated under
the
laws of any foreign jurisdiction; and (B) formed by a U.S. person
principally for the purpose of investing in securities not registered
under the Securities Act, unless it is organized or incorporated,
and
owned, by accredited investors (as defined in Rule 501(a) under the
Securities Act) who are not natural persons, estates or
trusts.
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3
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(ii)
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At
the time of the origination of contact concerning this Agreement
and the
date of the execution and delivery of this Agreement, the undersigned
was
outside of the United States.
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(iii)
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The
undersigned will not, during the period commencing on the date of
issuance
of the Purchased Shares or Warrants and ending on the first anniversary
of
such date, or such shorter period as may be permitted by Regulation
S or
other applicable securities law (the “Restricted
Period”),
offer, sell, pledge or otherwise transfer the Purchased Shares or
the
Warrants in the United States, or to a U.S. Person for the account
or for
the benefit of a U.S. Person, or otherwise in a manner that is not
in
compliance with Regulation S.
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(iv)
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The
undersigned will, after expiration of the Restricted Period, offer,
sell,
pledge or otherwise transfer the Purchased Shares or Warrants only
pursuant to registration under the Securities Act or an available
exemption therefrom and, in accordance with all applicable state
and
foreign securities laws.
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(v)
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The
undersigned was not in the United States, engaged in, and prior to
the
expiration of the Restricted Period will not engage in, any short
selling
of or any hedging transaction with respect to the Securities, including
without limitation, any put, call or other option transaction, option
writing or equity swap.
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(vi)
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Neither
the undersigned nor or any person acting on his behalf has engaged,
nor
will engage, in any directed selling efforts to a U.S. Person with
respect
to the Securities and the Subscriber and any person acting on his
behalf
have complied and will comply with the offering restrictions requirements
of Regulation S under the Securities
Act.
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(vii)
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The
transactions contemplated by this Agreement have not been pre-arranged
with a buyer located in the United States or with a U.S. Person,
and are
not part of a plan or scheme to evade the registration requirements
of the
Securities Act.
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(viii)
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Neither
the undersigned nor any person acting on his behalf has undertaken
or
carried out any activity for the purpose of, or that could reasonably
be
expected to have the effect of, conditioning the market in the United
States, its territories or possessions, for any of the Securities.
The
undersigned agrees not to cause any advertisement of the Securities
to be
published in any newspaper or periodical or posted in any public
place and
not to issue any circular relating to the Securities, except such
advertisements that include the statements required by Regulation
S under
the Securities Act, and only offshore and not in the U.S. or its
territories, and only in compliance with any local applicable securities
laws.
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(ix)
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Each
certificate representing the Securities shall be endorsed with the
following legends, in addition to any other legend required to be
placed
thereon by applicable federal or state securities
laws:
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(A)
THE
SECURITIES ARE BEING OFFERED TO SUBSCRIBERS WHO ARE NOT U.S. PERSONS (AS DEFINED
IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES
ACT)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED
UNDER THE SECURITIES ACT. (B) TRANSFER OF THESE SECURITIES IS PROHIBITED, EXCEPT
IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION
UNDER THE SECURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION.
HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
SECURITIES ACT.
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(x)
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The
undersigned consents to the Company making a notation on its records
or
giving instructions to any transfer agent of the Company in order
to
implement the restrictions on transfer of the Securities set forth
in this
Section 2.
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4
(k)
The
undersigned is an accredited investor as that term is defined in Rule 501 of
the
General Rules and Regulations under the Securities Act by reason of Rule
501(a)(3).
(l)
The
undersigned understands that an investment in the Securities is a speculative
investment which involves a high degree of risk and the potential loss of his
entire investment.
(m)
The
undersigned's overall commitment to investments which are not readily marketable
is not disproportionate to the undersigned's net worth, and an investment in
the
Securities will not cause such overall commitment to become
excessive.
(n)
The
undersigned has received all documents, records, books and other information
pertaining to the undersigned’s investment in the Company that has been
requested by the undersigned. The undersigned has reviewed all reports and
other
documents filed by the Company with the Securities and Exchange Commission
(the
“SEC
Documents”).
(o)
The
undersigned represents and warrants to the Company that all information that
the
undersigned has provided to the Company, including, without limitation, the
information in the Investor Questionnaire attached hereto or previously provided
to the Company (the Investor Questionnaire), is correct and complete as of
the
date hereof.
(p)
Other
than as set forth herein, the undersigned is not relying upon any other
information, representation or warranty by the Company or any officer, director,
stockholder, agent or representative of the Company in determining to invest
in
the Securities. The undersigned has consulted, to the extent deemed appropriate
by the undersigned, with the undersigned’s own advisers as to the financial,
tax, legal and related matters concerning an investment in the Securities and
on
that basis believes that his or its investment in the Securities is suitable
and
appropriate for the undersigned.
(q)
The
undersigned is aware that no federal or state agency has (i) made any finding
or
determination as to the fairness of this investment, (ii) made any
recommendation or endorsement of the Securities or the Company, or (iii)
guaranteed or insured any investment in the Securities or any investment made
by
the Company.
(r)
The
undersigned understands that the price of the Securities offered hereby bear
no
relation to the assets, book value or net worth of the Company and were
determined arbitrarily by the Company. The undersigned further understands
that
there is a substantial risk of further dilution on his or its investment in
the
Company.
SECTION
4
The
Company represents and warrants to the undersigned as follows:
4.1
Organization
of the Company. The Company is a corporation duly organized and validly existing
and in good standing under the laws of the State of Nevada, and has all
requisite power and authority to own, lease and operate its properties and
to
carry on its business as now being conducted.
4.2
Authority.
(a) The Company has the requisite corporate power and authority to enter into
and perform its obligations under this Agreement and to issue the Securities;
(b) the execution and delivery of this Agreement by the Company and the
consummation by it of the transactions contemplated hereby and thereby have
been
duly authorized by all necessary corporate action and no further consent or
authorization of the Company or its Board of Directors is required; and (c)
this
Agreement has been duly executed and delivered by the Company and constitutes
a
valid and binding obligation of the Company enforceable against the Company
in
accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, or similar laws relating to, or affecting
generally the enforcement of, creditors' rights and remedies or by other
equitable principles of general application.
5
4.3 Capitalization. As of the date hereof, the authorized capital stock of the Company consists of 100,000,000 shares of Common Stock, of which 42,053,550 are issued and outstanding. All the outstanding shares are validly issued and are fully paid and nonassessable.
4.4
SEC
Documents. To the best of Company's knowledge, the Company has not provided
to
the undersigned any information that, according to applicable law, rule or
regulation, should have been disclosed publicly prior to the date hereof by
the
Company, but which has not been so disclosed. As of their respective dates,
the
SEC Documents complied in all material respects with the requirements of the
Securities Act or the Exchange Act, as the case may be, and other federal,
state
and local laws, rules and regulations applicable to such SEC Documents, and
none
of the SEC Documents contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary
in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading. The financial statements of the Company included
in the SEC Documents comply as to form and substance in all material respects
with applicable accounting requirements and the published rules and regulations
of the Securities and Exchange Commission (the “SEC”)
or
other applicable rules and regulations with respect thereto. Such financial
statements have been prepared in accordance with generally accepted accounting
principles applied on a consistent basis during the periods involved (except
(a)
as may be otherwise indicated in such financial statements or the notes thereto
or (b) in the case of unaudited interim statements, to the extent they may
not
include footnotes or may be condensed or summary statements) and fairly present
in all material respects the financial position of the Company as of the dates
thereof and the results of operations and cash flows for the periods then ended
(subject, in the case of unaudited statements, to normal year-end audit
adjustments).
4.5
Exemption
from Registration; Valid Issuances. The sale and issuance of the Securities,
in
accordance with the terms and on the bases of the representations and warranties
of the undersigned set forth herein, may and shall be properly issued by the
Company to the undersigned pursuant to Section 4(2), Regulation S and/or any
applicable U.S state law. When issued and paid for as herein provided, the
Securities shall be duly and validly issued, fully paid, and nonassessable.
Neither the sales of the Securities pursuant to, nor the Company's performance
of its obligations under, this Agreement shall (a) result in the creation or
imposition of any liens, charges, claims or other encumbrances upon the
Securities or any of the assets of the Company, or (b) entitle the other holders
of the Common Stock of the Company to preemptive or other rights to subscribe
to
or acquire the Common Stock or other securities of the Company. The Securities
shall not subject the undersigned to personal liability by reason of the
ownership thereof.
4.6
No
General Solicitation or Advertising in Regard to this Transaction. Neither
the
Company nor any of its affiliates nor any person acting on its or their behalf
(a) has conducted or will conduct any general solicitation (as that term is
used
in Rule 502(c) of Regulation D) or general advertising with respect to any
of
the Securities, or (b) made any offers or sales of any security or solicited
any
offers to buy any security under any circumstances that would require
registration of the Common Stock under the Securities Act.
4.7
No
Conflicts. The execution, delivery and performance of this Agreement by the
Company and the consummation by the Company of the transactions contemplated
hereby, including without limitation the issuance of the Securities, do not
and
will not (a) result in a violation of the Certificate or By-Laws of the Company
or (b) conflict with, or constitute a material default (or an event that with
notice or lapse of time or both would become a material default) under, or
give
to others any rights of termination, amendment, acceleration or cancellation
of,
any material agreement, indenture, instrument or any "lock-up" or similar
provision of any underwriting or similar agreement to which the Company is
a
party, or (c) result in a violation of any federal, state, local or foreign
law,
rule, regulation, order, judgment or decree (including federal and state
securities laws and regulations)applicable to the Company or by which any
property or asset of the Company is bound or affected (except for such
conflicts, defaults, terminations, amendments, accelerations, cancellations
and
violations as would not, individually or in the aggregate, have a material
adverse effect on the business, operations, properties, prospects or condition
(financial or otherwise) of the Company) nor is the Company otherwise in
violation of, conflict with or in default under any of the foregoing. The
Company is not required under U.S. federal, state or local law, rule or
regulation to obtain any consent, authorization or order of, or make any filing
or registration with, any court or governmental agency in order for it to
execute, deliver or perform any of its obligations under this Agreement or
issue
and sell the Common Stock in accordance with the terms hereof (other than any
SEC, NASD or state securities filings that may be required to be made by the
Company subsequent to the Closing); provided that, for purposes of the
representation made in this sentence, the Company is assuming and relying upon
the accuracy of the relevant representations and agreements of the undersigned
herein.
6
4.8
No
Undisclosed Liabilities. The Company has no liabilities or obligations that
are
material, individually or in the aggregate, and that are not disclosed in the
SEC Documents or otherwise publicly announced, other than those incurred in
the
ordinary course of the Company's businesses and which, individually or in the
aggregate, do not or would not have a material adverse effect on the Company.
4.9
No
Undisclosed Events or Circumstances. No event or circumstance has occurred
or
exists with respect to the Company or its businesses, properties, prospects,
operations or financial condition, that, under applicable law, rule or
regulation, requires public disclosure or announcement prior to the date hereof
by the Company but which has not been so publicly announced or disclosed in
the
SEC Documents.
4.10
No
Integrated Offering. Neither the Company, nor any of its affiliates, nor any
person acting on its or their behalf has, directly or indirectly, made any
offers or sales of any security or solicited any offers to buy any security,
other than pursuant to this Agreement.
SECTION
5
5.1
Registration
of Securities. The Company shall use its commercially reasonable efforts to
cause both the Purchased Shares and the Warrant Shares to become eligible for
trading as follows: (i) be registered under Sections 12(b) or 12(g) of the
Exchange Act through the filing of a registration statement with the U.S.
Securities and Exchange Commission and to be eligible for trading on either
(x)
a “National
Securities Exchange”
as
defined in Section 6 of the Exchange Act or (y) the Over the Counter Bulletin
Board; or (ii) be listed for trading on a “Designated
Offshore Securities Market”
as
such
term is defined in Rule 902(b) under Regulation S promulgated under the
Securities Act; to be determined by the Company’s Board of Directors at its sole
discretion, within six (6) months of the date of sale. The Subscriber
acknowledges that facilitation of trading of the Purchased Shares and Warrant
Shares is dependent on third party regulatory authorities and therefore there
can be no assurance that the Company will be able to register or facilitate
the
trading of the Purchased Shares and the Warrant Shares on any market at any
time.
SECTION
6
6.1
Indemnity.
The undersigned agrees to indemnify and hold harmless the Company, its officers
and directors, employees and its affiliates and their respective successors
and
assigns and each other person, if any, who controls any thereof, against any
loss, liability, claim, damage and expense whatsoever (including, but not
limited to, any and all expenses whatsoever reasonably incurred in
investigating, preparing or defending against any litigation commenced or
threatened or any claim whatsoever) arising out of or based upon any false
representation or warranty or breach or failure by the undersigned to comply
with any covenant or agreement made by the undersigned herein or in any other
document furnished by the undersigned to any of the foregoing in connection
with
this transaction.
6.2
Modification.
Neither this Agreement nor any provisions hereof shall be modified, discharged
or terminated except by an instrument in writing signed by the party against
whom any waiver, change, discharge or termination is sought.
7
6.3
Notices.
Any notice, demand or other communication which any party hereto may be
required, or may elect, to give to anyone interested hereunder shall be
sufficiently given if (a) deposited, postage prepaid, in a United States mail
letter box, registered or certified mail, return receipt requested, addressed
to
such address as may be given herein, or (b) delivered personally at such
address.
6.4
Counterparts.
This Agreement may be executed through the use of separate signature pages
or in
any number of counterparts and by facsimile, and each of such counterparts
shall, for all purposes, constitute one agreement binding on all parties,
notwithstanding that all parties are not signatories to the same counterpart.
Signatures may be facsimiles.
6.5
Binding
Effect. Except as otherwise provided herein, this Agreement shall be binding
upon and inure to the benefit of the parties and their heirs, executors,
administrators, successors, legal representatives and assigns. If the
undersigned is more than one person, the obligation of the undersigned shall
be
joint and several and the agreements, representations, warranties and
acknowledgments herein contained shall be deemed to be made by and be binding
upon each such person and his heirs, executors, administrators and
successors.
6.6
Entire
Agreement. This Agreement and the documents referenced herein contain the entire
agreement of the parties and there are no representations, covenants or other
agreements except as stated or referred to herein and therein.
6.7
Assignability.
This Agreement is not transferable or assignable by the
undersigned.
6.8
Applicable
Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York, without giving effect to conflicts of law
principles.
6.9
Pronouns.
The use herein of the masculine pronouns "him" or "his" or similar terms shall
be deemed to include the feminine and neuter genders as well and the use herein
of the singular pronoun shall be deemed to include the plural as well.
[Signature
Page Follows]
8
IN
WITNESS WHEREOF, the undersigned has executed this Agreement dated as of the
close of business on the third day of March, 2008.
Purchase
of Units consisting of the following:
Purchase
Price Per Unit: USD$2.00 (Two Dollars and 00/100 Cents).
Aggregate
Amount of Investment: U.S. $940,900 (Nine Hundred Forty Thousand Nine Hundred
U.S. Dollars) (One Million Australian Dollars)
Shares:
470,450 (Four Hundred Seventy Thousand Four Hundred Fifty) Shares
Warrants:
Warrant exercisable for the purchase of 117,613 (One Hundred Seventeen Thousand
Six Hundred Thirteen) Shares, exercisable at $.25 per share.
PARTNERSHIP,
CORPORATION, TRUST, CUSTODIAL ACCOUNT, OTHER SUBSCRIBER
Rudana
Investment Group AG
(Print
Name of Entity)
Address:
By: /s/
Christian Daeniker
Name:
Christian Daeniker
Title:
Director
By:
/s/ Xxxxxx Schoni
Name:
Xxxxxx Schoni
Title:
Director
The
Company hereby accepts the above application for subscription for Units on
behalf of the Company.
By:
/s/ Xxxxxx X. Xxxxxxxx
Name:
Xxxxxx X. Xxxxxxxx
Title:
Chief Financial Officer
Date:
9
Appendix
A
Wiring
Instructions
For
Payment of Purchase Price
The
following are the wire instructions for the account into which the payment
of
the purchase price for the Units subscribed for should be wired.
[
Direct Wire to BQT Solutions Limited by Rudana Investment Group AG as a payment
on behalf of 4C Controls Inc. ]
In
case
the entity on behalf of which the transfer is taking place is different from
the
transferor, please make sure that the wire includes in the comments the name
of
the entity.
10
REGULATION
S SUBSCRIPTION AGREEMENT
INVESTOR
QUESTIONNAIRE
|
A.
|
General
Information
|
|
|
1.
|
Print
Full Name of Investor:
|
Individual:
|
|
____________________________________
|
||
|
First,
Middle, Last
|
||
|
Partnership,
Corporation, Trust, Custodial Account, Other:
|
||
|
____________________________________
|
||
|
Name
of Entity
|
||
|
2.
|
Address
for Notices:
|
____________________________________
|
|
____________________________________
|
||
|
____________________________________
|
||
|
3.
|
Name
of Primary Contact Person and Title:
|
____________________________________
____________________________________
|
|
4.
|
Telephone
Number:
|
____________________________________
|
|
5.
|
E-Mail
Address:
|
____________________________________
|
|
6.
|
Facsimile
Number:
|
____________________________________
|
|
7.
|
Permanent
Address: (if different from Address for Notices above)
|
____________________________________
|
|
8.
|
Authorized
Signatory and Title:
|
____________________________________
____________________________________
|
|
Telephone
Number:
|
____________________________________
|
|
|
Facsimile
Number:
|
____________________________________
|
|
11
