AURASOURCE, INC. Subscription Agreement (For Accredited Investors)
SUBSCRIPTION
PROCEDURES
The
minimum investment amount is $25,000 for 20,000 Shares, unless we (AuraSource,
Inc.), in our sole discretion, permit the purchase of fewer
Shares. In order to subscribe to purchase the Shares, a prospective
investor must:
1. Complete
and execute the Subscription Agreement and deliver it along with payment to the
Company as follows:
0000
Xxxxx Xxxxx Xxxx
Suite
219
Chandler,
AZ 85286, USA
Tel:
000-000-0000
Fax:
000-000-0000
2. Pay
the amount for the Shares subscribed ($1.25 multiplied by the number of Shares
to be purchased) by check or wire transfer.
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Payments
by check should be made payable to AuraSource, Inc. and delivered to
AuraSource, Inc. at the address noted
above.
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Payments
by wire transfer should be made as
follows:
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We reserve the right, in our sole
discretion, to reject the subscription of any potential investor. If
the offering is oversubscribed, we may prorate any or all subscriptions received
or reject any subscription entirely. Prospective investors will be
notified of the acceptance or rejection of their subscriptions within five (5)
days of receipt of payment and a completed Subscription Agreement. We
will deposit all funds in an account we control at Bank of America pending our
acceptance or rejection of the subscription. Upon acceptance of the
subscription, we will release the subscription amount for the Shares from our
segregated account to our general operating account. If we reject the
subscription, we will promptly refund the subscriber’s funds without interest
thereon.
Corporations, partnerships, trustees,
agents or other persons acting in a representative capacity are required, except
at our discretion, to furnish with the Subscription Agreement, further evidence
that such investor has the authority to invest in the Shares or an opinion of
counsel acceptable to us to the effect that such investor has such
authority.
(For
Accredited Investors)
Gentlemen:
The
following information is furnished as the undersigned’s subscription for shares
(the “Shares”)
issued by AURASOURCE,
INC., a Nevada corporation (the “Company”), and for
you to determine whether I am qualified to purchase Shares from the Company
pursuant to Regulation D promulgated under the Securities Act of 1933, as
amended (the “Securities Act”), and
comparable provisions of applicable state securities laws. Each Share
is composed of one ordinary share of our stock. I, the undersigned,
understand that you will rely upon the following information for purposes of
such determination, and that the Shares will not be registered under the
Securities Act in reliance upon the exemption from registration provided by
Section 4(2) of the Securities Act, Regulation D promulgated under the
Securities Act (“Regulation D”), and
comparable provisions of applicable state securities laws.
I further
understand I may be required to supply a balance sheet, prior years’ federal
income tax returns or other appropriate documentation to verify and substantiate
my status as an Accredited Investor (as defined in Rule 501(a) of Regulation
D).
ALL
INFORMATION CONTAINED IN THIS SUBSCRIPTION AGREEMENT WILL BE TREATED
CONFIDENTIALLY. However, it is agreed that you may present this
document to such parties as you deem appropriate if called upon to establish
that the proposed offer and sale of the Shares is exempt from registration under
the Securities Act and meets the requirements of applicable state securities
laws. I understand that if I make a false statement, it will
constitute a violation of my representations and warranties contained in this
Subscription Agreement and may also constitute a violation of law, for which the
Company can make a claim for damages against me. I understand that my
investment in the Shares will not be accepted until the Company determines that
I satisfy all of the suitability standards set forth in the Private Placement
Memorandum, dated June 1, 2010 (the “Memorandum”).
See “Who May Invest.”
I, the
undersigned Subscriber, hereby supply you with the following information and
representations:
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1.
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Full
name:
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__________________________________________________________________________________
__________________________________________________________________________________
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2.
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Residence
address (not a P.O. Box address) and telephone
number:
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__________________________________________________________________________________
__________________________________________________________________________________
( )
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3.
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Business
address and telephone number:
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______________________________________________________________________________
______________________________________________________________________________
( )
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4.
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State
in which the undersigned maintains principal
residence:
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______________________________________________________________________________
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5.
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State
in which the undersigned is registered to
vote:
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______________________________________________________________________________
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6.
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If
this investment is to be made by an entity (i.e. a company,
corporation, Pension Plan, Profit-Sharing Plan), the undersigned further
represents to you as follows:
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(a)
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Name
and address of entity making purchase (use full legal
name):
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______________________________________________________________________________
______________________________________________________________________________
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______________________________________________________________________________
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(b)
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Name
and address of person making investment decision on behalf of above
entity:
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______________________________________________________________________________
______________________________________________________________________________
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______________________________________________________________________________
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(c)
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Position
or title of person making investment decision in the above
entity:
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______________________________________________________________________________
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7A.
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I
certify that I am an Accredited Investor because I qualify under at least
one of the following categories:
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(PLEASE
CHECK APPROPRIATE CATEGORY)
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a.
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$1,000,000
Net Worth Natural Person.
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A
natural person whose individual net worth, or joint net worth with that
person’s spouse, at the time of his or her purchase exceeds
$1,000,000.
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b.
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$200,000
Income Natural Person.
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A 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.
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c.
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Company,
Corporate or Other Entity
Investors.
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The
investor is a partnership, corporation or unincorporated association and all of
the equity owners of that entity qualify as Accredited Investors under
subparagraph (a) or (b) above. Investors that check this subparagraph
(c) must furnish a separate copy of this Subscription Agreement for each equity
owner with items 1 through 7B completed and executed on the Investor Signature
Page by each such equity owner.
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d.
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Revocable
or Grantor Trust.
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The
investor is a revocable or grantor trust and each person with the power to
revoke the trust qualifies as an Accredited Investor under subparagraph (a) or
(b) above. Investors that check this subparagraph (d) must furnish a
separate copy of this Subscription Agreement for each person with the power to
revoke the trust with items 1 through 7B completed and executed on the Investor
Signature Page by each such person.
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e.
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Investment
Decision by Plan Fiduciary.
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The
investor is an employee benefit plan within the meaning of Title I of the
Employee Retirement Income Security Act of 1974, and the investment decision is
made by a plan fiduciary, as defined in Section 3(21) of such Act, which is a
bank, savings and loan association, insurance company or registered investment
advisor.
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f.
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Self-Directed
Plan -- Investment Decision Solely by Accredited
Investor.
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The
investor is a qualified profit sharing or pension trust, the Plan provides for
segregated accounts for each Plan participant, the governing documents of the
Plan provide that each participant may direct the trustee to invest his or her
funds in the investment vehicles of his or her choice and the purchase of the
Shares is made pursuant to an exercise by the Plan participant, who is an
Accredited Investor under subparagraph (a) or (b) above, of such power to direct
the investments of his or her segregated account. This Subscription
Agreement must be completed and executed by such Plan participant.
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g.
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Institutional
Investor.
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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 Shares offered through the Memorandum,
with total assets in excess of $5,000,000.
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h.
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Director, Executive Officer, or
General Partner of the
Issuer.
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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.
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7B.
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I
further represent to you as
follows:
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(i)
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Employer
and position of person making investment
decision:
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______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
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(ii)
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Prior
employment (five years) of person making investment
decision:
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Employer (1)______________________________________________________________
(2)______________________________________________________________
Nature of
Duties (1)______________________________________________________________
(2)______________________________________________________________
Dates of
Employment (1)______________________________________________________________
(2)______________________________________________________________
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8.
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Representations and
Warranties. I, the undersigned, represent and warrant as
follows:
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(a)
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I
have received the Memorandum, have carefully reviewed the Memorandum, and
have relied solely on the information contained therein, and information
otherwise provided to me in writing by the Company. I
understand that all documents, records and books pertaining to this
investment have been made available by the Company for inspection by me or
my attorney, accountant and Purchaser Representative (as defined in
Regulation D). I am familiar with the Company’s business
objectives and the financial arrangements in connection
therewith. The Shares that I am purchasing are the kind of
securities that I wish to hold for investment and the nature of the Shares
is consistent with my investment program. My advisor(s) and I have
had a reasonable opportunity to ask questions of and receive answers from
the directors of the Company concerning the Company and the
Shares. All such questions have been answered to my full
satisfaction. I, or my representatives, have made such
investigation of the facts and circumstances set forth in the Memorandum
and exhibits thereto in connection with any purchase of the Shares as I
have deemed necessary. No representations have been made or
information furnished to me or my advisor(s) relating to the Company or
the Shares that are in any way inconsistent with the
Memorandum.
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(b)
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Subject
to the terms and conditions hereof, I hereby irrevocably tender this
Subscription Agreement for the purchase of the Shares indicated in
Paragraph 12 below and shall pay for such Shares in the manner set forth
in such Paragraph. I am aware that the subscription made herein
is irrevocable, but that the Company has the unconditional right to accept
or reject this subscription, in whole or in part, and that the sale of the
Shares pursuant hereto is subject to the approval of certain legal matters
by legal counsel and to other conditions. If my subscription is
not accepted for any reason whatsoever, or, if the offering made through
the Memorandum is terminated, my money will be returned in full, without
any interest that may be earned thereon, and the Company will be relieved
of any responsibility or liability that might be deemed to arise out of my
offer to subscribe for the Shares.
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(c)
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I
and, if applicable, my Purchaser Representative have carefully reviewed
the Memorandum. I have, either alone or together with my
Purchaser Representative, such knowledge and experience in business and
financial matters as will enable me to evaluate the merits and risks of
the prospective investment and to make an informed investment
decision. I am also aware that no state or federal agency has
reviewed or endorsed the Memorandum or the Shares, that the Shares involve
a high degree of economic risk, and that there is no public market, and
there may not be a public market in the future, for the
Shares.
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(d)
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I
have been advised and am fully aware that investing in the Shares is a
speculative and uncertain undertaking, the advantages and benefits of
which are generally limited to a certain class of investors, and that the
Shares may be sold only to persons who understand the nature of the
proposed operations of the Company and for whom the investment is
suitable. I represent that I meet such suitability
requirements.
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(e)
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I
have relied on my own tax and legal adviser and my own investment
counselor with respect to the income tax and investment considerations of
being an investor in the Company as described in the
Memorandum.
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(f)
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I
meet the requirements of a purchaser as set forth in the Memorandum under
the caption “Who May Invest.”
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(g)
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I
understand that the Company has not registered the Shares under the
Securities Act or the applicable securities laws of any state in reliance
on exemptions from registration. I further understand that such
exemptions depend upon my investment intent at the time I acquire the
Shares. I therefore represent and warrant that I am purchasing
the Shares for my own account for investment and not with a view to
securities distribution, assignment, resale or other transfer of the
Shares. Except as specifically stated herein, no other person
has a direct or indirect beneficial interest in the
Shares. Because the Shares are not registered, I am aware that
I must hold them indefinitely unless they are registered under the
Securities Act and any applicable state securities laws or I must obtain
exemptions from such registration. I acknowledge that the
Company is under no duty to register the Shares or comply with any
exemption in connection with my sale, transfer or other disposition under
applicable rules and regulations, except as described in the
Memorandum. I understand that if I desire to sell, assign,
transfer, hypothecate or in any way alienate or encumber the Shares in the
future, the Company can require that I provide, at my own expense, an
opinion of counsel satisfactory to the Company to the effect that such
action will not result in a violation of applicable federal or state
securities laws and regulations or other applicable federal or state laws
and regulations.
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(h)
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The
solicitation of an offer to purchase the Shares was directly communicated
to me and any Purchaser Representative that I might have through the
Memorandum to which this Subscription Agreement is attached as an
Exhibit. At no time was I presented with or solicited by or through
any leaflet, public promotional meeting, circular, newspaper or magazine
article, radio or television advertisement or any other form of general
advertising in connection with such communicated
offer.
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(i)
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I
recognize that my investment in the Shares involves certain risks and I
(and my Purchaser Representative) have taken full cognizance of and
understand all of the risk factors related to the business objectives of
the Company and the purchase of the Shares, including those risk factors
set forth under the caption “RISK FACTORS” in the
Memorandum.
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(j)
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All
information that I have provided herein, including, without limitation,
information concerning myself, my financial position and my knowledge of
financial and business matters and that of my Purchaser Representative, is
correct and complete as of the date hereof, and if there should be any
material change in such information prior to the acceptance of this
Subscription Agreement, I will immediately provide the Company with such
information.
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(k)
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If
the undersigned is a corporation, partnership, trust, unincorporated
association or other entity, it is authorized and otherwise duly qualified
to purchase and hold the Shares subscribed hereunder, and such entity has
not been formed for the specific purpose of acquiring the
Shares. If the undersigned is a trustee and is acquiring the
Shares for the trust of which he or she is a trustee, he or she has sought
the advice of counsel regarding whether the purchase of the Shares is an
authorized trust investment and has been advised by counsel that after
reviewing the applicable state law and the terms of the trust instrument,
such counsel is of the opinion that the undersigned has the authority to
purchase the Shares for the trust.
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(l)
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If
the undersigned is an individual, he or she is 21 years of age, or if the
undersigned is an association, all of its members are of such
age.
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9.
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Restrictive
Legend. I hereby acknowledge and consent to the placement of
the following restrictive legend on the certificate(s) and other
documents(s) representing the
Shares:
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THE
SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY
TO THE COMPANY OF AN OPINION OF COUNSEL, SATISFACTORY TO
THE BOARD OF
DIRECTORS, THAT AN EXEMPTION FROM SUCH
REGISTRATION IS AVAILABLE AND THAT SUCH TRANSFER WILL NOT RESULT IN
ANY VIOLATION OF THE LAW.
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10.
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Indemnification. I
agree to indemnify and hold harmless the Company, its officers and
directors from and against all damages, losses, costs and expenses
(including reasonable attorney’s fees) which they may incur by reason of
my failure to fulfill any of the terms or conditions of this Subscription
Agreement, or by reason of any untrue statement made herein or any breach
of the representations and warranties made herein or in any document that
I have provided to the Company.
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11.
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Miscellaneous.
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(a)
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I
agree that I may not cancel, terminate or revoke this Subscription
Agreement or any covenant hereunder and that this Subscription Agreement
shall survive my death or disability and shall be binding upon my heirs,
executors, administrators, successors and
assigns.
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(b)
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This
Subscription Agreement shall be enforced, governed and construed in all
respects in accordance with the laws of the State of
Arizona.
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(c)
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Within
five (5) days after receipt of a written request from the Company, I agree
to provide such information and to execute and deliver such documents as
may reasonably be necessary to comply with any and all laws and ordinances
to which the Company is subject.
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12. Subscription.
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(a)
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I
hereby subscribe for ________________________ Shares at a price of $1.25
per Share for a total subscription amount of $______________________
(minimum of 20,000 Shares for $25,000 unless the Company permits the
purchase of a smaller number of
Shares).
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(b)
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I
hereby tender to the Company a check made payable to AuraSource, Inc. in
the amount subscribed above under 12(a)
above;
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Signature
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Date
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Printed
Name
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Name
of Entity (if Entity is the
Subscriber)
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Position
of Person Signing on Behalf of Entity (if Entity is the
Subscriber)
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13. Registration
and address
Mr./Mrs./Ms.___________________________________________________________________
(Please
print name(s) in which the Shares are to be registered on the books of the
Company.)
______________________________________________________________________________
(Please
print the social security or taxpayer ID number of each Subscriber)
Communications
to be sent to (check one):
Home Business
Please
check which address you use on your income tax returns:
Home
Business
Form
of Ownership (check one)
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(a) Individual
ownership
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(b) Joint
tenants with right of survivorship (both or all parties’ signatures
required)
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____
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(c) Community
property (one signature required if the Shares are to be held in one name;
two if held in both names)
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(d) Tenants
in common (all parties’ signatures
required)
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(e) Company*
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(f) Corporation*
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(g) Partnership*
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(h) Other*
(trust, etc.) (please specify)
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*IF (e),
(f), (g), or (h) ARE CHECKED, DOCUMENTS, INCLUDING PARTNERSHIP OR CORPORATE
RESOLUTION, AUTHORIZING SUBSCRIBER TO MAKE INVESTMENT MUST ACCOMPANY
SUBSCRIPTION.
Mail
or deliver subscription funds and documents to:
0000
Xxxxx Xxxxx Xxxx
Suite
219
Chandler,
AZ 85286, USA
SUBSCRIPTION ACCEPTED:
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AURASOURCE, INC., a
Nevada corporation
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____________________________________
Name:
Its:
Date:
