SUBSCRIPTION AGREEMENT ORIGINOIL, INC.
ORIGINOIL,
INC.
OriginOil,
Inc. (the "Company")
has
authorized for sale to the subscribers set forth on the signature page attached
hereto an aggregate of 101,250,000 shares of common stock (“Shares”), $.0001 par
value common stock (“Common Stock”). The
undersigned hereby subscribes for __________
shares
(the “Shares”) of common stock at a price of $_________ per share, representing
a total purchase price of $_________ (the “Subscription Price”).
The
undersigned agrees to pay the aggregate Subscription Price for the Shares being
purchased hereunder. The entire purchase price is due and payable upon the
submission of this Subscription Agreement and shall be payable by wire transfer
or check.
The
Company has the right to reject this subscription in whole or in
part.
The
undersigned acknowledges that the Shares being purchased hereunder and its
component securities will not be registered under the Securities Act of 1933
(the "Act"), or the securities laws of any state (the “State Acts”), in reliance
upon an exemption from the registration requirements of the Act and the State
Acts; that absent an exemption from registration contained in the Act and the
State Acts, the Shares, would require registration; and that the Company's
reliance upon such exemptions is based, in material part, upon the undersigned's
representations, warranties, and agreements contained in this Subscription
Agreement (the "Subscription Documents").
1. The
undersigned represents, warrants, and agrees as follows:
a. The
undersigned agrees that this Subscription Agreement is and shall be
irrevocable.
b. The
undersigned is intimately involved with the operations of the Company and
understands its business operations (the “Business”). The undersigned has been
given the opportunity to ask questions of, and receive answers from, the Company
concerning the terms and conditions of this Offering and the Business and to
obtain such additional information, to the extent the Company possesses such
information or can acquire it without unreasonable effort or expense, necessary
to verify the accuracy of same as the undersigned reasonably desires in order
to
evaluate the investment. The undersigned understands the Business, and the
undersigned has had the opportunity to discuss any questions regarding the
Business with his counsel or other advisor. The undersigned has received no
representations or warranties from the Company and its Business, its employees,
agents or attorneys, in making this investment decision. The undersigned does
not desire to receive any further information.
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c. The
undersigned is aware that the purchase of the Shares is a speculative investment
involving a high degree of risk, that there is no guarantee that the undersigned
will realize any gain from this investment, and that the undersigned could
lose
the total amount of this investment.
d. The
undersigned understands that no federal or state agency has made any finding
or
determination regarding the fairness of the Shares for investment, or any
recommendation or endorsement of the Share.
e. The
undersigned is purchasing the Shares for the undersigned's own account, with
the
intention of holding the Shares with no present intention of dividing or
allowing others to participate in this investment or of reselling or otherwise
participating, directly or indirectly, in a distribution of the Shares, and
shall not make any sale, transfer, or pledge thereof without registration under
the Act and any applicable securities laws of any state or unless an exemption
from registration is available under those laws.
f. The
undersigned represents that if an individual, he has adequate means of providing
for his or her current needs and personal and family contingencies and has
no
need for liquidity in this investment in the Shares. The undersigned has no
reason to anticipate any material change in his or her personal financial
condition for the foreseeable future.
g. The
undersigned is financially able to bear the economic risk of this investment,
including the ability to hold the Shares indefinitely, or to afford a complete
loss of his investment in the Shares.
h. The
undersigned represents that the undersigned's overall commitment to investments
which are not readily marketable is not disproportionate to the undersigned's
net worth, and the undersigned's investment in the Shares will not cause such
overall commitment to become excessive. The undersigned understands that the
statutory basis on which the Shares are being sold to the undersigned and others
would not be available if the undersigned's present intention were to hold
the
Shares for a fixed period or until the occurrence of a certain event. The
undersigned realizes that in the view of the Securities and Exchange Commission,
a purchase now with a present intent to resell by reason of a foreseeable
specific contingency or any anticipated change in the market value, or in the
condition of the Company, or that of the industry in which the business of
the
Company is engaged or in connection with a contemplated liquidation, or
settlement of any loan obtained by the undersigned for the acquisition of the
Shares, and for which such Shares may be pledged as security or as donations
to
religious or charitable institutions for the purpose of securing a deduction
on
an income tax return, would, in fact, represent a purchase with an intent
inconsistent with the undersigned's representations to the Company, and the
Commission would then regard such sale as a sale for which the exemption from
registration is not available. The undersigned will not pledge, transfer or
assign this Subscription Agreement.
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i. The
undersigned represents that the funds provided for this investment are either
separate property of the undersigned, community property over which the
undersigned has the right of control, or are otherwise funds as to which the
undersigned has the sole right of management. The undersigned is purchasing
the
Shares with the funds of the undersigned and not with the funds of any other
person, firm, or entity and is acquiring the Shares for the undersigned's
account. No person other than the undersigned has any beneficial interest in
the
Shares being purchased hereunder.
j. The
address shown under the undersigned's signature at the end of this Subscription
Agreement is the undersigned's principal residence if he or she is an
individual, or its principal business address if it is a corporation or other
entity.
l. The
undersigned has such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of an investment in the
Shares.
m. The
undersigned acknowledges that the certificates for the Shares which the
undersigned will receive will contain a legend substantially as
follows:
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THE
SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT").
THE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT
WITH A
VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, TRANSFERRED,
MADE
SUBJECT TO A SECURITY INTEREST, PLEDGED, HYPOTHECATED OR OTHERWISE
DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT
OF 1933
(THE "ACT"), AS AMENDED, OR EVIDENCE SATISFACTORY TO THE COMPANY
THAT SUCH
REGISTRATION IS NOT REQUIRED UNDER SUCH
ACT.
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The
undersigned further acknowledges that a stop transfer order will be placed
upon
the certificates for the securities in accordance with the Act. The undersigned
further acknowledges that the Company is under no obligation to aid the
undersigned in obtaining any exemption from registration
requirements.
n. The
undersigned represents that he is an “accredited investor” as that term is
defined under the Act.
o. The
undersigned understands that, the Company intends to offer additional shares
of
common stock in one or more private offerings (the Private Offerings”). After
the completion of the Private Offerings, the Company intends to file with the
Securities and Exchange Commission (“SEC”) an SB-2 registration statement (the
“Registration Statement”) to register certain shares of common stock sold in its
Private Offerings and to exercise its reasonable best efforts to cause the
Registration Statement to become effective. The Company has also agreed to
request a broker-dealer to file the approval application with the National
Association of Securities Dealers, Inc. (the “NASD”) to secure the listing or
quotation of its Common Stock on the Over the Counter Bulletin Board market
maintained by the NASD.
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As
inducement to the purchasers of the Private Offerings and to NASD market makers
to establish a public market for the common stock, the undersigned hereby agrees
that from the date hereof and until two (2) years after the Registration
Statement is declared effective by the SEC (the “Lock-up Term”), the undersigned
will not sell or offer to sell any unregistered shares of the Company’s common
stock which the undersigned owns as may be permitted pursuant to Rule 144
promulgated under the Act.
Any
shares of common stock acquired by the undersigned in the Private Offerings
and
included in the Registration Statement will not be subject to the lock-up
provisions of this Agreement.
Once
the
Lock-up Term has expired, the undersigned will be entitled to piggyback
registration rights. If the Company proposes to file a registration statement
under the Act with respect to an offering for its own account of any class
of
its equity securities (other than a registration statement on Form S-8 (or
any
successor form) or any other registration statement relating solely to employee
benefit plans or filed in connection with an exchange offer, a transaction
to
which Rule 415 (or any successor provision) under the Act applies to an offering
of securities solely to the Company’s existing shareholders), then the Company
shall in each case give written notice of such proposed filing to the
undersigned as soon as practicable (but no later than 20 business days) before
the anticipated filing date, and such notice shall offer the undersigned the
opportunity to register such number of Founders Shares the undersigned may
request. The undersigned shall so advise the Company in writing within 10
business days after the date on which the Company’s notice is given, setting
forth the number of Shares for which registration is requested. If the Company’s
offering is to be an underwritten offering, the Company shall use its reasonable
best efforts to cause the managing underwriter to permit the undersigned to
include the requested of Shares in such offering on the same terms and
conditions as any similar securities of the Company included therein. Once
the
registration statement is declared effective by the SEC, the undersigned will
not sell or distribute more than 25% of their Shares included in the
registration every ninety (90) days.
In
furtherance of the foregoing, the Company and its transfer agent and registrar
are hereby authorized to decline to remove restrictive legends from any share
certificates held by the undersigned if such removal would constitute a
violation or breach of this Agreement. An appropriate restrictive legend
describing the Lock-up Term and this Agreement may be affixed to the certificate
representing the Shares.
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2. The
undersigned expressly acknowledges and agrees that the Company is relying upon
the undersigned's representations contained in the Subscription Documents.
3. The
Company has been duly and validly incorporated and is validly existing and
in
good standing as a corporation under the laws of the State of Nevada. The
Company represents that it has all requisite power and authority, and all
necessary authorizations, approvals and orders required as of the date hereof
to
enter into this Subscription Agreement and to be bound by the provisions and
conditions hereof.
4. Except
as
otherwise specifically provided for hereunder, no party shall be deemed to
have
waived any of his or its rights hereunder or under any other agreement,
instrument or papers signed by any of them with respect to the subject matter
hereof unless such waiver is in writing and signed by the party waiving said
right. Except as otherwise specifically provided for hereunder, no delay or
omission by any party in exercising any right with respect to the subject matter
hereof shall operate as a waiver of such right or of any such other right.
A
waiver on any one occasion with respect to the subject matter hereof shall
not
be construed as a bar to, or waiver of, any right or remedy on any future
occasion. All rights and remedies with respect to the subject matter hereof,
whether evidenced hereby or by any other agreement, instrument, or paper, will
be cumulative, and may be exercised separately or concurrently.
5. The
parties have not made any representations or warranties with respect to the
subject matter hereof not set forth herein, and this Subscription Agreement,
together with any instruments or documents executed simultaneously herewith
in
connection with this offering, constitutes the entire agreement between them
with respect to the subject matter hereof. All understandings and agreements
heretofore had between the parties with respect to the subject matter hereof
are
merged in this Subscription Agreement and any such instruments and documents,
which alone fully and completely expresses their agreement.
6. This
Subscription Agreement may not be changed, modified, extended, terminated or
discharged orally, but only by an agreement in writing, which is signed by
all
of the parties to this Subscription Agreement.
7. The
parties agree to execute any and all such other further instruments and
documents, and to take any and all such further actions reasonably required
to
effectuate this Subscription Agreement and the intent and purposes
hereof.
8. This
Subscription Agreement shall be governed by and construed in accordance with
the
laws of the State of New York and the undersigned hereby consents to the
jurisdiction of the courts of the State of New York and the United States
District Courts situated therein.
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EXECUTION
BY SUBSCRIBER
$______
($________ per share) – ____
shares
Exact
Name in Which Title is to be Held
(Signature)
Name and Title (if applicable)
Address:
Number and Street
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City
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State
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Zip
Code
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Social
Security Number or Tax Identification Number
Accepted
this 11th day of July, 2007 on behalf of OriginOil, Inc.
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| By: | ||
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T Xxxxx Xxxxxxxxxx, CEO |
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