Exhibit 1
REGULATION S INVESTOR REPRESENTATION
AND SUBSCRIPTION AGREEMENT
U.S. Environmental, Inc.
000 Xxxxxxxx Xxxxx
Xxxxx Xxxxxx
Xxxx xx Xxxxxxx, XX 00000
Gentlemen:
1. Subscription. The undersigned subscriber (the "Purchaser") hereby irrevocably
subscribes for and agrees to purchase 2,000,000 shares of U.S. Environmental,
Inc., a Delaware corporation (the "Company"), Common Stock, par value $.0001 in
accordance with the terms hereof in consideration of $150,000.
2. Representation and Warranties. The Purchaser hereby acknowledges, represents
and warrants to and agrees with the Company as follows:
(a) The Purchaser represents and warrants that it is not (1) a U.S. person
(as defined in Rule 902(o) of Regulation S) or as set forth in Schedule "A"
attached hereto).
(b) The Purchaser acknowledges that the offer and sale of the Shares is not
taking place within the United States, but rather in an offshore transaction.
"United States" means the United States of America, its territories and
possessions, and any state of the United States, and the District of Columbia.
At the time the buy order for the Shares was originated, the Purchaser was
outside the United States and is outside the United States as of the date of the
execution and delivery of this agreement.
(c) The Purchaser acknowledges its understanding that the offer and sale of
the Shares intended to be exempt from registration under the Securities Act of
1933, as amended (the "Act"), by virtue of Regulation "S" promulgated
thereunder.
(d) The Purchaser acknowledges that the Shares have not been registered
under the Act and, therefore, cannot be offered or sold in the United States or
to U.S. persons for a period of a minimum of 40 days from the sale of
securities, unless the Shares are registered under the Act, or an exemption from
the registration requirements of the Act is available.
(e) The Purchaser represents and warrants that if the certificate(s) is
requested by the Purchaser to be issued in the name of a nominee, each and every
beneficiary for which said certificate(s) is held by the nominee will be
non-U.S. persons, as defined in Rule 902(o) of Regulation S. The Purchaser
acknowledges that this Agreement and any certificate representing the Shares
issued under this Agreement shall bear the restrictive legend set forth in
Paragraph 2(j) of this Subscription Agreement. The Purchaser further
acknowledges that the Company will effect a conveyance only in accordance with
the regulations of Regulation S; the Company further agrees, subject to
Regulation S, that upon lapse of the date inserted in the legends as described
in Paragraph 2(j), the Company will, upon request of the Purchaser, reissue the
certificate(s) within forty eight (48) hours, deleting said restrictive legend
and any other encumbrances.
(f) The Purchaser is not purchasing the Shares with the present intention
of "distributing" the Shares on behalf of the Company or a "distributor" as
defined in Regulation S, or any of the affiliates in the United States or to a
U.S. person.
(g) The Purchaser represents and warrants and hereby agrees that all offers
and sales of the Shares by the Purchaser in the United States or to a U.S.
person or otherwise shall be made only pursuant to our registration of the
Shares, under the Act or an exemption from registration.
(h) The Purchaser acknowledges that the Shares cannot be sold by it in the
United States as part of a "distribution" plan as such term is defined in the
Federal Securities Laws of the United States.
(i) The Purchaser is not a "distributor" as defined in Regulation S. No
"distributor" has been relied upon by the Purchaser to facilitate its purchaser
of the Shares.
(j) The Purchase acknowledges that this Subscription Agreement and any
certificate representing the Shares issued pursuant to this Subscription
Agreement shall bear the following restrictive legend and stop-transfer
instructions will be issued to any transfer agent of such Shares to insure
compliance with the provisions of Regulation S and the Securities Act:
"These Shares have been issued subject to Regulation "S" as an exemption to
the registration provisions under the Securities Act of 1933, as amended. These
Shares cannot be transferred, offered or sold in the United States or to U.S.
Persons (as defined in Regulation "S") until after __________, 199 _, (40 days
from the Closing Date)."
(k) The Purchaser has executed this Subscription Agreement outside of the
United States.
(l) The Purchaser's name and place of business is as follows:
Commodity Trade, Ltd.
c/o Turicum Private Bank
Turicum House
000 Xxxx Xxxxxx
P.O. Box 619
Gibraltar
IN WITNESS WHEREOF, the Purchaser has executed this Subscription
Agreement on this __________, day of ________________, l99 _ .
Commodity Trade, Ltd.
c/o Turicum Private Bank
Turicum House
000 Xxxx Xxxxxx
X.X. Xxx 000
Gibraltar
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(Signature and Title)
ACCEPTED BY:
U.S. ENVIRONMENTAL, INC.
By: /s/ Xxxxxx X. Xxxx
Title: President
Dated: November 20, 1996
