Exhibit 99.1
BUYENERGY Corporation
(a Nevada Corporation)
SUBSCRIPTION AND INVESTMENT
REPRESENTATION AGREEMENT
BUYENERGY Corporation
0000 Xxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxx 00000
Dear Sirs:
Section 1
1.1. Subscription. The undersigned hereby subscribes for and agrees to
purchase common stock in BUYENERGY Corporation (the "Company"), which is
organized under the laws of the State of Nevada and to make a capital
contribution to the Company in the amount indicated on the signature page
hereof, on the terms and conditions described herein and in the Confidential
Private Placement Memorandum relating to the offering (the "Offering") of shares
in the Company.
1.2. Purchase
(a) The undersigned tenders cash in the amount indicated on
the signature page hereof. The maximum offering is $50,000 for 100,000 shares of
common stock in the Company.
(b) The undersigned also tenders herewith a completed and
executed Investor Suitability Questionnaire.
1.3. Acceptance or Rejection of Subscription.
(a) The undersigned understands and agrees that the Company's
Management reserves the right to reject this subscription for the common stock,
in whole or in part, if in its judgment it deems such action in the best
interests of the Company.
(b) In the event the undersigned's subscription is accepted,
the Company's Management shall admit the subscriber as a shareholder in the
Company.
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Section 2
2.1. Investor Representations and Warranties. The undersigned hereby
acknowledges, represents and warrants to, and agrees with, the Company and the
Company's Management as follows:
(a) The undersigned is acquiring the common stock for his own
account, for investment purposes only, and not with a view to or for the resale,
distribution or fractionalization thereof, in whole or in part, and no other
person has a direct or indirect beneficial interest in the common stock.
(b) The undersigned acknowledges his understanding that the
offering and sale of the common stock is intended to be exempt from registration
under the Securities Act of 1933, as amended (the "Act"), by virtue of Section
4(2) of the Act and the provisions of Rule 506 of Regulation D promulgated
thereunder. In furtherance thereof, the undersigned represents and warrants to
and agrees with the Company and the Company's Management as follows:
(i) The undersigned has the financial ability to bear
the economic risk of his investment in the Company (including its possible
loss), has adequate means of providing for his current needs and personal
contingencies and has no need for liquidity with respect to his investment in
the Company.
(ii) No one has acted as his Purchaser Representative
in connection with evaluating the merits and risks of an investment in the
Company in general and the suitability of the investment for the undersigned in
particular.
(iii) 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 common stock and has obtained, in his
judgment, sufficient information from the Company's Management to evaluate the
merits and risks of an investment in the common stock.
(iv) The undersigned hereby reconfirms as
representations and warranties, as though fully set forth herein, each of the
statements and answers of the undersigned set forth in his Investor Suitability
Questionnaire.
(c) The undersigned:
(i) has been provided an opportunity to obtain any
additional information concerning the Offering, the Company and all other
information to the extent the Company or the Company's Management possess such
information or can acquire it without unreasonable effort or expense;
(ii) has been given the opportunity to ask questions
of, and receive answers from, the Company's Management concerning the terms and
conditions of the Offering and other matters pertaining to this investment;
(iii) has determined that the common stock is a
suitable investment for him and that at this time he could bear a complete loss
of his investment.
(d) In making his decision to purchase the shares of common
stock herein subscribed for, the undersigned has relied solely upon independent
investigations made by him. The undersigned is not relying on the Company or the
Company's Management with respect to tax and other economic considerations
involved in this investment.
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(e) The undersigned represents, warrants and agrees that he
will not sell or otherwise transfer the common stock without registration under
the Act or an exemption therefrom, and fully understands and agrees that he must
bear the economic risk of his investment for an indefinite period of time
because, among other reasons, the common stock has not been registered under the
Act or under the securities laws of certain states and, therefore, cannot be
resold, pledged, assigned or otherwise disposed of unless it is subsequently
registered under the Act and under applicable securities laws of such states or
an exemption from such registration is available. He understands that the
Company is under no obligation to register the shares of common stock on his
behalf or to assist him in complying with any exemption from such registration
under the Act. He also understands that sales or transfers of the shares of
common stock are further restricted by the provisions of state securities laws.
He further understands that the Company is not registered as an investment
Company under the Investment Company Act of 1940, in reliance upon an exemption
from such registration.
(f) If the undersigned is a corporation, partnership, trust,
employee benefit plan, individual retirement account, Xxxxx plan, or other
tax-exempt entity, it is authorized and qualified to become a Member in, and
authorized to make its capital contribution to, the Company, and the person
signing this Agreement on behalf of such entity has been duly authorized by such
entity to do so.
(g) If the undersigned is a corporation, partnership, trust,
joint venture, employee benefit plan, individual retirement account, Xxxxx plan,
or other entity, whether tax-exempt or otherwise, it has not been formed for the
purpose of acquiring shares of common stock in the Company and to the best of
its knowledge, based on such investigations as the undersigned has deemed
appropriate, the value of all securities owned by the undersigned of all issuers
which would be investment companies (as defined under the Investment Company Act
of 1940), but for the fact that the outstanding securities (other than
short-term paper) of such companies are beneficially owned by not more than one
hundred persons and were not issued in a public offering, does not exceed ten
percent of the value of the undersigned's total assets.
(h) If the subscriber is an employee benefit plan (the
"Plan"), the undersigned fiduciaries of the Plan (i) acknowledge that they have
been informed of and understand the investment objectives and policies of, and
the investment strategies which may be pursued by, the Company; (ii) acknowledge
that they are aware of the provisions of Section 404 of ERISA relating to the
requirements for investment and diversification of the assets of employee
benefit plans and trusts subject to ERISA; (iii) represent that they have given
appropriate consideration to the facts and circumstances relevant to the Plan's
investment in the Company and have determined that such investment is reasonably
designed, as part of the Plan's portfolio, to further the purposes of the Plan;
(iv) represent that, taking into account the other investments made with the
assets of the Plan, and the diversification thereof, the Plan's investment in
the Company is consistent with the requirements of Section 404 and other
provisions of ERISA; and (v) represent that, taking into account the other
investments made with the assets of the Plan, the investment of assets of the
Plan in the Company is consistent with the cash flow requirements and funding
objectives of the Plan.
(i) No representations or warranties have been made to the
undersigned by the Company or the Company's Management.
(j) Any information which the undersigned has heretofore
furnished to the Company's Management with respect to his financial position and
business experience, including, without limitation, responses to his Investor
Suitability Questionnaire, is correct and complete as of the date of this
Agreement and if there should be any material change in such information prior
to his admission to the
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Company as a Shareholder he will immediately furnish such revised or corrected
information to the Company's Management.
2.2. Investor Awareness. The undersigned acknowledges, represents,
agrees and is aware that:
(a) The Company's Management has exclusive control over the
Company's activities. The Company's Management will have the exclusive right to
control the Company's activities. You should purchase the shares of common stock
only if you are willing to entrust all aspects of the Company's Management. You
will have the right to obtain complete information regarding the Company's
business and financial condition and, if necessary, to xxx for an accounting.
Upon twenty business days written notice you may either inspect the Company's
books and records in person or the Company will send you the information you
require.
(d) Company's Management may not devote sufficient time on
Company business. The Company's Management will be engaged in other oil and gas
activities and other unrelated business ventures for their own account or for
the account of others during its term with the Company. Thus, there is a risk
that the Company's Management will not devote the necessary time to the
Company's business.
(c) No market for shares of common stock; restrictions on
transfer. If you invest in the shares of the common stock in the Company, then
you must assume the risks of an illiquid investment. The shares of common stock
cannot be readily liquidated, and there is no market for the sale of the shares
of common stock. Also, a sale of your shares of common stock could create
adverse tax and economic consequences for you.
The transferability of the shares of common stock is limited
by state and federal securities laws. Also, under the federal securities laws,
shares of common stock in the company are transferable only if they are
registered under the 1933 Act, which the Company's Management does not intend,
or there is an exemption.
(d) Your investment return may decrease. If all of the shares
of common stock in the Company offered are not sold.
Section 3
3.1. Indemnity. The undersigned hereby agrees to indemnify and hold
harmless the Company, the Company's Management, and each other person, if any,
who controls or is controlled by any thereof, within the meaning of Section 15
of the Act, against any and all 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 herein or in any other document furnished by the undersigned to any
of the foregoing in connection with this transaction.
3.2. Modification. Neither this Agreement nor any provision 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.
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3.3. 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.
3.4. 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
permitted assigns. If the undersigned is more than one person, the obligations
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.
3.5. Entire Agreement. This instrument contains the entire agreement of
the parties, and there are no representations, covenants or other agreements
except as stated or referred to herein.
3.6. Assignability. This Agreement is not transferable or assignable by
the undersigned.
3.7. Applicable Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Nevada applicable to contracts made
and to be performed entirely within such state.
3.8. Gender. All pronouns contained herein and any variations thereof
shall be deemed to refer to the masculine, feminine or neuter, singular or
plural, as the identity of the parties hereto may require.
3.9. Counterparts. This Agreement may be executed through the use of
separate signature pages or in any number of counterparts, and each of such
counterparts shall, for all purposes, constitute one agreement binding on all
the parties, notwithstanding that all parties are not signatories to the same
counterpart.
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IN WITNESS WHEREOF, the undersigned has (have) executed this
Subscription and Investment Representation Agreement on this _____day of
__________________ 2001.
$
Total Amount of Capital Contribution
IF SUBSCRIBER IS AN INDIVIDUAL:
--------------------------------- -------------------------------------
Print Name Signature
IF SUBSCRIBER IS AN ENTITY:
By:
--------------------------------- ----------------------------------
Print Name of Entity Authorized Signatory
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Print Name of Authorized Signatory
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Title
IF THERE IS A JOINT SUBSCRIBER:
--------------------------------- ---------------------------------
Print Name of Joint Subscriber Signature of Joint Subscriber
NOTE: EACH joint subscriber must complete an Investor Suitability
Questionnaire.
* * * * * *
Subscription accepted as of the _______day of ________________ 2001.
BUYENERGY CORPORATION
By:
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Xxxxxxx X. Xxxxxxx, President
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BUYENERGY Corporation
(a Nevada Corporation)
INVESTOR SUITABILITY QUESTIONNAIRE
This Questionnaire is required to insure that the offering of
the Company's common stock complies with Securities and Exchange Commission
("SEC") rules on private placements. EACH joint subscriber must complete an
Investor Suitability Questionnaire. All information will be kept confidential.
Part I - To be completed by all subscribers.
1. Name:
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2. Home address:
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Home telephone number:
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3. Business address:
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Business telephone number:
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4. Other state(s) in which a residence is maintained:
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If a residence is maintained in any other state(s),
please provide:
a. state in which driver's license is issued:
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b. state in which voter registration is
effective:
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5. Date of birth:
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6. Social Security Number
or Employer I.D. Number:
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7. If subscriber is a corporation, partnership, trust or
other entity, attach a copy of the Articles of
Incorporation, By-Laws, Partnership Agreement,Trust
Instrument, or other documents showing:
a. that the entity is authorized to make this
investment, and
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b. that the individual(s) signing the
Subscription and Investment Representation
Agreement is(are) authorized to take such
action on behalf of the entity.
Part II - To be answered by all subscribers.
1. The Company may sell common stock to a limited number
of "accredited investors," as defined in SEC rules and
regulations. A subscriber may qualify as an "accredited
investor" by falling into one or more of the categories
described on Annex A hereto. Please indicate below if
you are an "accredited investor."
YES NO
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2. If you answered "yes," please acknowledge that you are
an "accredited investor" by placing an "X" on the
line(s) next to the number(s) corresponding to EACH
applicable category (see Annex A):
1. 6. 11.
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2. 7. 12.
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3. 8. 13.
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4. 9. 14.
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5. 10.
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Part III - Signature (required of all subscribers).
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Date Print Name of Individual or Entity
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Signature of Individual or Authorized Signatory
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ANNEX A
Effective April 19, 1989, the following are "accredited investors"
within the meaning of Rule 501(a) of Regulation D under the Securities Act of
1933 (the "Securities Act"):
1. An individual whose net worth, together with that of his spouse,
exceeds $1,000,000.
2. An individual who had individual income in excess of $200,000 in
each of the two most recent years or joint income with that individual's spouse
in excess of $300,000 in each of those years and who reasonably expects to reach
the same income level this year.
3. A bank as defined in Section 3(a)(2) of the Securities Act, or a
savings and loan association or other institution as defined in Section
3(a)(5)(A) of the Securities Act whether acting in its individual capacity or
fiduciary capacity.
4. A broker or dealer registered pursuant to Section 15 of the
Securities Exchange Act of 1934.
5. An insurance Company as defined in Section 2(13) of the Securities
Act.
6. An investment Company registered under the Investment Company Act of
1940 or a business development Company as defined in Section 2(a)(48) of that
Act.
7. A Small Business Investment Company licensed by the U.S. Small
Business Administration under Section 301(c) or (d) of the Small Business
Investment Act of 1958.
8. An employee benefit plan within the meaning of Title I of the
Employee Retirement Income Security Act of 1974, if:
a. the decision to invest in the Partnership is made by a plan
fiduciary, as defined in Section 3(21) of such Act, which is
either a bank, savings and loan association, insurance
Company, or registered investment advisor, of
b. the plan has total assets in excess of $5,000,000, or
c. the plan is a self-directed plan with investment decisions
made solely by persons who are accredited investors.
9. A private business development Company as defined in Section
202(a)(22) of the Investment Advisors Act of 1940.
10. A charitable organization described in Section 501(c)(3) of the
Internal Revenue Code, corporation, Massachusetts or similar business trust or
partnership, not formed with the specific purpose of acquiring the securities,
with total assets in excess of $5,000,000.
11. A trust, with total assets in excess of $5,000,000, not formed for
the specific purpose of acquiring the securities, whose purchase is directed by
a sophisticated person as described in Rule 506(b)(2)(ii) of the Securities Act.
12. Any director, executive officer or general partner of the issuer of
the securities being offered or sold, or any director, executive officer or
general partner of a general partner of that issuer.
13. A plan established and maintained by a state, its political
subdivisions or any agency or instrumentality of a state or its political
subdivisions for the benefit of its employees with total assets in excess of
$5,000,000.
14. An entity in which all of the equity owners are accredited
investors.
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