EXHIBIT 99.1
SHARE SUBSCRIPTION AGREEMENT
(the "Agreement")
STANFORD MANAGEMENT LTD.
(the "Company")
TO: STANFORD MANAGEMENT LTD.
Xxxxx 000
000 Xxxx Xxxxxx
Xxxxxxxxx, XX
Xxxxxx, X0X 0X0
AND TO: THE DIRECTORS THEREOF
1. I, the undersigned, hereby offer to subscribe for and agree to purchase
Common Shares with a par value of $0.001 per share (the "Securities") of
the Company at a price US $0.20 per share and deliver herewith a check or
bank draft, made payable to Stanford Management Ltd. in the amount of US $
in full payment of the aggregate subscription price for the Securities.
2. I hereby represent and warrant that:
(a) I am not an officer, director or "affiliate" (as the term is defined
in Rule 403 of the Securities Act of 1933):
(b) my subscription for the Securities is unconditional, irrevocable and
non-transferable, and has not been induced by any warranties or
representations with regards to the present or future value of the
Securities;
(c) The Company is a private issuer under Delaware State law;
(d) I am purchasing the Securities for my own account for investment
purposes and not with a view towards distribution and have no present
arrangement or intention to sell the Securities; and
(e) I have full power and authority to execute and deliver this Agreement
and to perform its obligation hereunder; and this Agreement is a
legally binding obligation of myself and enforceable against me in
accordance with its terms.
3. I hereby agree that this Agreement constitutes an irrevocable offer by me
for the Securities at the price, on the terms and subject to the conditions
herein set out, and is subject to acceptance by the Board of Directors of
the Company in their sole discretion.
4. I hereby irrevocably appoint the President of the Company, or failing him
the Secretary Treasurer of the Company in office from time to time, as
attorney-in-fact for me and authorize him or her as such to make and sign
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on my behalf and to deliver any and all resolutions of members, as may be
deemed desirable by the directors of the Company to provide for any change
in the Company's constating documents or by-laws necessary to enable the
Company to offer its shares to the public.
5. The Company hereby represents and warrants to me that:
(a) The Company was incorporated in 1998 under the laws of the State of
Delaware and is in full compliance, to the extent applicable, with all
reporting obligations under Delaware law;
(b) The execution, delivery and performance of this Agreement by the
Company and the performance of its obligations hereunder do not and
will not constitute a breach or violation of any of the terms and
provisions of, or constitute a default under or conflict with or
violate any provisions of (i) the Company's Articles of Incorporation
or By-laws, (ii) any indenture, mortgage, deed of trust, agreement or
any instrument to which the Company is a party or by which it or any
of its property is bound, (iii) any applicable stature or regulation,
or (iv) any judgment, decree or order of any court or government body
having jurisdiction over the Company or any of its property;
(c) The execution, delivery and performance of this Agreement and the
consummation of the issuance of the Securities and the transaction
contemplated by this Agreement are within the Company's corporate
powers and have been duly authorized by all necessary corporate and
stockholder action on behalf of the Company;
(d) There is no action, suit or proceedings before or by any court or
governmental agency or body, domestic or foreign, now pending or, to
the knowledge of the Company, threatened against or affecting the
Company or any of its properties, which might result in any material
adverse change in the condition (financial or otherwise) or in the
earnings, business affairs or business prospects of the Company, or
which might materially and adversely affect the properties or assets
thereof; and
(e) To the Company's best knowledge, the conduct of the business of the
Company complies in all material respects with all statutes, laws,
regulations, ordinances, rules, judgments, orders and decrees
applicable thereto. The Company has not received notice of any alleged
violations of any statute, law, regulation ordinance, rule, judgment,
order or decree from any governmental authority which would materially
adversely affect the business of the Company.
6. If any change is made to the issued shares of the Company which are the
same class and kind as the Securities by way of consolidation, subdivision,
reclassification, amalgamation or otherwise at any time before this
Agreement is exercised, the Securities shall be deemed to be increased or
decreased to such number or altered to such class and kind as would have
resulted from such change if this Agreement had been exercised before the
date of such change.
7. This Agreement constitutes the entire agreement between myself and the
Company, and there are no other agreements, warranties, representations,
conditions or covenants, written or oral, expressed or implied, in respect
of, or which affect, the transactions herein contemplated, and this
Agreement supercedes and supplants any previous dealings whatsoever between
myself and the Company in respect of the said transactions.
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8. This Agreement will be construed and enforced in accordance with and
governed by the laws of the State of Delaware without reference to
principles of conflict of law. Both the Company and myself consent to the
exclusive jurisdiction of the federal courts whose district encompasses any
part of the State of Delaware or the state courts of the State of Delaware
in connection with any dispute arising under this Agreement and hereby
waives, to the maximum extent permitted by law, any objection, including
any objection based on forum nor conveniens, to the bringing of any such
proceeding in such jurisdiction. Both the Company and myself hereby agree
that if another party to this Agreement obtains a judgment against it in
such a proceeding, the party which obtained such judgment may enforce same
by summary judgment in the courts of any country having jurisdiction over
the party against whom such judgment was obtained, and each party hereby
waives any defences available to it under local law and agrees to the
enforcement of such a judgment. Both the Company and myself irrevocably
consent to the service of process in any such proceeding by the mailing of
copies thereof by registered or certified mail, postage prepaid, to such
party at its address set forth herein. Nothing herein shall affect the
right of any party to serve process in any other manner permitted by law.
I will update my address as may be required from time to time by notice in
writing to the Company.
DATED: , 2003
Signature of Witness Signature of Subscriber
Name of Witness Name of Subscriber
Resident Address Resident Address
Occupation Telephone Number
ACCEPTED: , 2003
STANFORD MANAGEMENT LTD.
Per:
Authorized Signatory
SEND BOTH SIGNED COPIES OF THIS AGREEMENT TO THE COMPANY AND ONE FULLY
SIGNED AGREEMENT, IF ACCEPTED, WILL BE RETURNED TO YOU.
