STOCK SUBSCRIPTION AGREEMENT
Exhibit
10.1
The undersigned, a citizen of the
United States, hereby subscribes for the purchase of eight million (8,000,000)
shares of the common stock (the “Shares”) Omega Water Corp., a Nevada
corporation (the “Corporation”), in exchange for his agreement to act as
President and Chief Executive Officer, and Chairman of the Board of Directors,
of the Corporation, for a term of one year beginning September 1,
2010.
The undersigned is aware that the
Shares have not been registered under the Securities Act of 1933, as amended
(the “Securities Act”), or any state securities laws, in reliance on exemptions
from such registration. The undersigned understands that reliance by
the Corporation on such exemptions is predicated in part upon the truth and
accuracy of the statements made by the undersigned in this Stock Subscription
Agreement.
The undersigned hereby represents and
warrants that the undersigned:
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(i)
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either
alone or with the assistance of the undersigned’s professional advisors,
has such knowledge and experience in financial and business matters that
the undersigned is capable of evaluating the merits and risks of the
undersigned’s purchase of the
Shares;
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(ii)
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has
sufficient financial resources to be able to bear the risk of the
undersigned’s investment in the Shares;
and
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(iii)
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has
either spoken or met with, or been given reasonable opportunity to speak
with or meet with, representatives of the Corporation for the purpose of
asking questions of, and receiving answers and information from, such
representatives concerning the undersigned’s investment in the
Shares.
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The
undersigned hereby represents and warrants that the undersigned is purchasing
the Shares for the undersigned’s own account for investment purposes and not
with a view toward the sale or distribution of all or any part of the
Shares. No one other than the undersigned has any beneficial interest
in the Shares, except as provided by applicable community property
laws.
The
undersigned understands that because the Shares have not been registered under
the Securities Act, (i) the Shares have the status of securities acquired in a
transaction under Section 4(2) of the Securities Act; and (ii) the Shares cannot
be sold unless the Shares are subsequently registered or an exemption from
registration is available.
The
undersigned agrees that the undersigned will in no event sell or distribute all
or any part of the Shares unless (i) there is an effective registration
statement under the Securities Act and applicable state securities laws covering
any such transaction involving the Shares, or (ii) the Corporation receives an
opinion of the undersigned’s legal counsel, in form acceptable to the
Corporation, stating that such transaction is exempt from registration, or (iii)
the Corporation otherwise satisfies itself that such transaction is exempt from
registration.
The undersigned consents to (i) the
placing of the legend set forth below on the certificate representing the Shares
stating that the Shares have not been registered and setting for the restriction
on transfer contemplated hereby and (ii) the placing of a stop transfer order on
the books of the Corporation and with any transfer agents against the
Shares.
The following legend shall be placed on
certificates representing the Shares:
THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE
SECURITIES LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED,
OFFERED, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF UNLESS (A) THERE IS AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE UNITED STATES AND
STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES,
OR (B) THIS CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF
THESE SECURITIES (CONCURRED IN BY LEGAL COUNSEL FOR THIS CORPORATION) STATING
THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THIS CORPORATION
OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM
REGISTRATION.
The
undersigned understands that at the present time Rule 144 promulgated under the
Securities Act may not relied upon does not have securities registered pursuant
to Section 12 of the Securities Exchange Act of 1934, as amended, for the resale
or distribution of the Shares by the undersigned because the Corporation does
not file current or periodic reports with the Securities and Exchange Commission
or make information about the Corporation publicly available, and there is no
public market for the Shares. Moreover, there can be no assurance
that the Corporation will in the future register securities, file such reports
or make publicly available such information, or that a public market for the
Shares will develop.
The
undersigned understands that the Corporation has no obligation to the
undersigned to register the Shares under the Securities Act and has not
represented to the undersigned that it will register the Shares.
[Signature
Page Follows]
I HAVE CAREFULLY READ THE FOREGOING AND
UNDERSTAND THAT IT RELATES TO RESTRICTIONS UPON MY ABILITY TO SELL AND/OR
TRANSFER THE SHARES.
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Dated: August
28, 2009
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By:
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/s/ Xxxx Xxxxxxxxxxxx
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Name: Xxxx
Xxxxxxxxxxxx
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ACCEPTANCE
The foregoing Subscription Agreement
and the consideration reflected therein are hereby accepted.
Dated: August 28,
2009
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By:
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/s/ Xxxx Xxxxxxxxxxxx
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Name:
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Xxxx
Xxxxxxxxxxxx
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Title:
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President
and Chief Executive
Officer
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