SUBSCRIPTION AGREEMENT
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DECEMBER 20, 2001
OEF CORPORATE SOLUTIONS, INC.
0000 XXX XXXXX XXX. #X-000
XXX XXXXX, XX 00000
THIS SUBSCRIPTION AGREEMENT made this ______ day of _____, 2001 by and
between OEF Corporate Solutions, Inc., a Nevada corporation (hereinafter the
AIssuer@ or ACompany@), and the undersigned subscriber (the ASubscriber@), who,
for and in consideration of the mutual promises and covenants set forth herein,
do hereto agree as follows:
1. SUBSCRIPTION. The Subscriber hereby subscribes for ______________
Shares of OEF Corporate Solutions, Inc. at a price of $_________ per Share, and
herewith tenders to the Issuer for the subscription the amount of
$_____________________ which the Subscriber tenders herewith as payment for the
Shares. Each Share consists of one share of $.001 par value common stock of the
Company (the "Common Stock"). This Subscription Agreement ("Subscription") is
an irrevocable offer by the Subscriber to subscribe for the securities offered
by the Issuer, and, subject to the terms hereof, shall become a contract for the
sale of said securities upon acceptance thereof by the Issuer.
2. ACCEPTANCE. This Subscription Agreement is made subject to the
Issuer's discretionary right to accept or reject the subscription herein. The
Subscriber will be notified upon closing of the offering (the "Acceptance Date")
whether the subscription has been accepted. If the Issuer for any reason
rejects this subscription, the Subscription will be refunded in full, without
interest, and this Subscription Agreement shall be null, void and of no effect.
Acceptance of this subscription by the Issuer will be evidenced by the execution
hereof by an officer of the Issuer.
3. SUBSCRIBER REPRESENTATIONS. The Subscriber hereby represents,
warrants and agrees that:
(a) The Subscriber has had an opportunity to ask questions and receive
information from the Company.
(b) The Subscriber's representations in this Agreement are complete and
accurate to the best of the Subscriber's knowledge, and the Company and any
sales agent may rely upon them. The Subscriber will notify the Company and any
such agent immediately if any material change occurs in any of this information
before the sale of the Shares.
(c) The Subscriber is an "accredited investor" as defined by Regulation D
as set forth below;
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According to Rule 501(a) of Regulation D, "accredited investor" means any
person who comes within any of the following categories, or who the Issuer
reasonable believes comes within any of the following categories, at the time of
the sale of the Shares to that person:
(i) Any bank as defined in section 3(a)(2) of the Act, or any savings and
loan association or other institution as defined in section 3(a)(5)(A) of
the Act whether acting in its individual or fiduciary capacity; any broker
or dealer registered pursuant to section 15 of the Securities Exchange Act
of 1934; an insurance company as defined in section 2(13) of the Act; 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; 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; any 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, if such plan has total
assets in excess of $5,000,000; any employee benefit plan within the
meaning of the Employee Retirement Income Security Act of 1974, if the
investment decision 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 adviser, or if the employee
benefit plan has total assets in excess of $5,000,000 or, if a
self-directed plan, with investment decisions made solely by persons that
are accredited investors;
(ii) Any private business development company as defined in section
202(a)(22) of the Investment Advisers Act of 1940;
(iii) Any organization described in section 501(c)(3) of the Internal
Revenue Code, corporation, Massachusetts or similar business trust, or
partnership, not formed for the specific purpose of acquiring the
securities offered, with total assets in excess of $5,000,000;
(iv) 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 that issuer;
(v) Any natural person whose individual net worth, or joint net worth with
that person's spouse, at the time of his purchase exceeds $1,000,000;
(vi) Any natural person who had individual income in excess of $200,000 in
each of the two most recent years or joint income with that person's spouse
in excess of $300,000 in each of those years and has a reasonable
expectation of reaching the same income level in the current year;
(vii) Any trust, with total assets in excess of $5,000,000, not formed for
the specific purpose of acquiring the securities offered, whose purchase is
directed by a sophisticated person as described in section
30.506(b)(2)(ii); and
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(viii) Any entity in which all of the equity owners are accredited
investors.
(d) The Subscriber is able to bear the economic risk of an investment
in the securities for an indefinite period of time, can afford to risk the loss
of the entire investment in the securities, and will, after making an investment
in the securities, have sufficient means of providing for current needs and
possible future contingencies without reliance upon this investment.
Additionally, the Subscriber's overall commitment to investments which are not
readily marketable is not disproportionate to the Subscriber's net worth and
this Subscription will not cause such overall commitment to become excessive.
(e) The Subscriber understands and acknowledges that the securities are
being offered and sold in reliance upon an exemption from registration under
Section 4(2) under the Securities Act of 1933 (the "Act"), and are therefore
subject to the limitations on resale pursuant to Rule 144. Further the
subscriber understands the securities subscribed for herein are being acquired
for the Subscriber's own account and risk, and not on behalf of any other person
and are being purchased by the subscriber for investment and not with a view to
the distribution of the securities. The Subscriber is aware that although there
are no legal restrictions on the transferability of the securities, the
subscriber must register the securities or have an exemption from registration
before the Subscriber may resell the securities. Further the Subscriber
understands, there is presently a very limited public market for the securities
and no assurance of a future public market for the securities, and, accordingly,
it is unlikely that the Subscriber will be readily able to liquidate an
investment in the securities.
The undersigned understands that the Securities have not been registered,
but are being acquired by reason of a specific exemption under the Securities
Act as well as under certain state statutes for transactions by an issuer not
involving any public offering and that any disposition of the subject Securities
may, under certain circumstances, be inconsistent with this exemption and may
make the undersigned an "underwriter" within the meaning of the Securities Act.
It is understood that the definition of an "underwriter" focuses on the concept
of "distribution" and that any subsequent disposition of the subject Securities
can only be effected in transactions which are not considered distributions.
Generally, the term "distribution" is considered synonymous with "public
offering" or any other offer or sale involving general solicitation or general
advertising. Under present law, in determining whether a distribution occurs
when securities are sold into the public market, under certain circumstances one
must consider the availability of public information regarding the issuer, a
holding period for the securities sufficient to assure that the persons desiring
to sell the securities without registration first bear the economic risk of
their investment, an a limitation on the number of securities which the
stockholder is permitted to sell and on the manner of sale, thereby reducing the
potential impact of the sale on the trading markets. These criteria are set
forth specifically in rule 144 promulgated under the Securities Act. After one
year from the later of the date the Securities are acquired from the Issuer or
an affiliate of the Issuer and the full purchase price or other consideration is
paid, all as calculated in accordance with rule 144(d), sales of the Securities
in reliance on rule 144 can only be made in limited amounts in accordance with
the terms and conditions of that rule. After two years from the date the
Securities are fully paid for, as calculated in accordance with rule 144(d), it
can generally be sold without meeting these conditions provided the holder is
not (and has not been for the preceding three months) an affiliate of the
issuer.
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The undersigned acknowledges that the Securities must be held and may not
be sold, transferred, or otherwise disposed of for value unless it is
subsequently registered under the Securities Act or an exemption from such
registration is available; the issuer is under no obligation to register the
Securities under the Securities Act or under section 12 of the Securities
Exchange Act of 1934, as amended, except as may be expressly agreed to be it in
writing; if rule 144 is available, and no assurance is given that it will be,
initially only routine sales of such Securities in limited amounts can be made
in reliance on rule 144 in accordance with the terms and conditions of that
rule; the issuer is under no obligation to the undersigned to make rule 144
available, compliance with regulation A or some other exemption may be required
before the undersigned can sell, transfer, or otherwise dispose of such
Securities without registration under the Securities Act; the issuer's registrar
and transfer agent will maintain a stop transfer order against the registration
of transfer of the Securities; and the certificate representing the Securities
will bear a legend in substantially the following form so restricting the sale
of such Securities.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND ARE "RESTRICTED SECURITIES" WITHIN THE
MEANING OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT. THE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD
OR TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF
AN EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE
SECURITIES ACT.
The issuer may refuse to register transfer of the Securities in the absence
of compliance with rule 144 unless the undersigned furnishes the issuer with a
"no-action" or interpretative letter from the Securities and Exchange Commission
or an opinion of counsel reasonably acceptable to the issuer stating that the
transfer is proper; further, unless such letter or opinion states that the
Securities are free of any restrictions under the Securities Act, the issuer may
refuse to transfer the Securities to any transferee who does not furnish in
writing to the issuer the same representations and agree to the same conditions
with respect to such Securities as are set forth herein. The issuer may also
refuse to transfer the Securities if any circumstances are present reasonably
indicating that the transferee's representations are not accurate.
(f) The Subscriber hereby agrees that he does not have the right to
cancel this Subscription Agreement, which shall survive the death, disability,
or the cessation of existence as a legal entity, of the Subscriber. Further,
the Subscriber agrees that he does not have the right, and will not attempt, to
transfer his interest herein.
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(g) The Subscriber has had access to any and all information concerning
the Issuer which the Subscriber and the Subscriber's financial, tax and legal
advisors required or considered necessary to make a proper evaluation of this
investment. In making the decision solely upon their own independent
investigations, and fully understand that there are no guarantees, assurances or
promises in connection with any investment hereunder and understand that the
particular tax consequences arising from this investment in the Issuer will
depend upon the Subscriber's individual circumstances. The Subscriber further
understands that no opinion is being given as to any securities matters
involving the Offering.
(h) The Subscriber shall indemnify and hold the Issuer harmless from
all costs and expenses, including reasonable attorney's fees, incurred by the
Issuer as a result of a breach hereof by the Subscriber. Further, all of the
representations and warranties of the Subscriber contained herein and all
information furnished by the Subscriber to the Issuer are true, correct and
complete in all respects, and the Subscriber agrees to notify the Issuer
immediately of any change in any representation, warranty or other information
set forth herein.
(i) The Subscriber has been given the unrestricted opportunity to ask
questions of, and receive answers from the Issuer, or persons acting on its
behalf, concerning the terms and conditions of, and all other matters relating
to the offering, and has been given the unrestricted opportunity to obtain such
additional information with respect to the offering as he has desired,
including, but not limited to, any additional information necessary to verify
the accuracy of the information set forth in the attached documentation. The
undersigned has carefully read all material identified as being attached hereto
and has no further questions with respect thereto.
(j) The Subscriber knows that the securities subscribed for herein are
offered and sold pursuant to exemptions from registration and the Securities Act
of 1933, and state securities law based, in part, on these warranties and
representatives, which are the very essence of this Subscription Agreement, and
constitute a material part of the bargained-for consideration without which this
Agreement would not have been executed.
(k) By reason of the Subscriber's business or financial experience, the
Subscriber has the capacity to protect his own interest in connection with this
transaction or has a pre-existing personal or business relationship with the
company or one or more of its officers, directors or controlling persons
consisting of personal or business contacts of a nature and duration such as
would enable a reasonably prudent purchaser to be aware of the character,
business acumen and general business and financial circumstances of such person
with whom such relationship exists.
(l) This Agreement when fully executed and delivered to the Company
will constitute a valid and legally binding obligation of the Subscriber,
enforceable in accordance with its terms. The Subscriber, if it is a
partnership, joint venture, corporation, trust or other entity, was not formed
or organized for the specific purpose of acquiring the Shares. The purchase of
the Shares by the Subscriber, if it is an entity investor, is a permissible
investment, declaration of trust or other similar charter document, and has been
duly approved by all requisite action by the entity's owners, directors,
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officers or other authorized managers. The person signing this document and all
documents necessary to consummate the purchase of the Shares has all requisite
authority to sign such document on behalf of the Subscriber, if it is an entity
investor.
(m) In connection with this offering the Subscriber has received
certain information from the Company which the Subscriber has reviewed and is
familiar with the contents. The Subscriber has not duplicated or distributed
this information to anyone other than his Purchaser Representative or other
personal advisors, and will not do so in the future.
(n) The Shares offered hereby were not offered to the Subscriber by way
of general solicitation or general advertising and at no time was the Subscriber
presented with or solicited by means of any leaflet, public promotional meeting,
circular, newspaper or magazine article, radio or television advertisement.
4. GOVERNING LAW. This Subscription shall be governed by the laws of
the state of Nevada.
5. ENTIRE AGREEMENT. This Subscription Agreement together with the
other documents executed contemporaneously herewith, constitute the entire
agreement between the parties with respect to the matters covered thereby, and
may only be amended by a writing executed by all parties hereto.
6. SURVIVAL OF REPRESENTATIONS. The representations, warranties,
acknowledgments and agreements made by the Subscriber shall survive the
acceptance of this Subscription and run in favor of, and for the benefit of, the
Issuer.
7. WAIVER. No waiver or modification of any of the terms of this
Agreement shall be valid unless in writing. No waiver of a breach of, or
default under, any provision hereof shall be deemed a waiver of such provision
or of any subsequent breach or default of the same or similar nature or of any
other provision or condition of this Agreement.
8. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
9. NOTICES. Except as otherwise required in this Agreement, any notice
required or permitted under this Agreement shall be given in writing and shall
be deemed effectively given upon personal delivery or upon deposit with the
United States Post Office, by registered or certified mail, postage prepaid,
addressed to the last known address of the party.
10. NON-ASSIGNABILITY. The obligations of the Subscriber hereunder
shall not be delegated or assigned to any other party without the prior written
consent of the Company.
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11. EXPENSES. Each party shall pay all of its costs and expenses that
it incurs with respect to the negotiation, execution and delivery of this
Agreement.
12. FORM OF OWNERSHIP. Please indicate the form of ownership that the
Subscriber desires for the Shares:
____ Individual
____ Joint Tenants with Right of Survivorship
____ Tenants in Common
____ Community Property
____ Trust
____ Corporation
____ Partnership
____ Other:_____________________________
INDIVIDUAL(S) SIGN HERE: SUBSCRIBER:
(Signature)
Name and Address: ____________________________
____________________________
____________________________
____________________________
Tel. ____________________________
Tax ID # ____________________________
ACCEPTED: OEF Corporate Services, Inc.
By:________________________________
Date:___________________
Number of Shares Subscribed for Purchase:_________________________
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