NELANA HOLDINGS LTD.
SUBSCRIPTION AGREEMENT
To: Xxxxxx Xxxxxxxx
Nelana Holdings Ltd.
Xxxx Xxxxxx Xxx 000
Xxxx Xxxxxx
Xxxx Xxxxxx Building
Providenciales
Turks and Caicos
Attention: Xx. Xxxxxxxx
1. Subscription. Nelana Holdings Ltd., an entity duly formed and organized
under the laws of the Turks and Caicos Islands (the "Purchaser"), hereby offers
to purchase 5,102,041 shares of Series A Preferred Stock (the "Securities") of
Reality Wireless Networks, Inc., a Nevada corporation (the "Company"), at a
purchase price of One Hundred Thousand Dollars ($100,000.00) pursuant to that
promissory Note attached hereto as Exhibit A, and as set forth below, in
accordance with a private offering ("Offering") of securities through the
Company.
By execution of this Subscription Agreement, the Purchaser hereby
acknowledges that it understands that the Company is relying upon the accuracy
and completeness of all information it has entered herein and all
representations and warranties it has made hereunder in complying with the
Company's obligations under applicable U.S. federal and state securities laws.
2. General Representations. The Purchaser represents, acknowledges and
agrees that:
(a) it is not a "U.S. person" as that term is defined in Regulation
S1, promulgated under the U.S. Securities Act of 1933, as amended (the
"U.S. Securities Act"); and
______________________________
1"U.S. person" is defined under Regulation S as:
(i) Any natural person resident in the United States;
(ii) Any partnership or corporation organized or incorporated under the laws
of the United States;
(iii) Any estate of which any executor or administrator is a U.S. person;
(iv) Any trust of which any trustee is a U.S. person;
(v) Any agency or branch of a foreign entity located in the United States;
(vi) Any non-discretionary account or similar account (other than an estate
or trust) held by a dealer or other fiduciary for the benefit or account
of a U.S. person;
(vii) Any discretionary account or similar account (other than an estate or
trust) held by a dealer or other fiduciary organized, incorporated, or
(if an individual) resident in the United States; and
(viii) Any partnership or corporation if:
(A) Organized or incorporated under the laws of any foreign
jurisdiction; and
(b)it will not be purchasing Securities for the account or benefit
of any U.S. Person; the offer was not made to the Purchaser when it was in the
United States; at the time the Purchaser's buy order was delivered to the
Company, the Purchaser was outside the United States; the Subscriber received
and accepted this subscription and entered into this Agreement in its
jurisdiction of residence; and such jurisdiction of residence is as set out on
page 1 of this Agreement.
(c) that the Securities acquired pursuant to this Agreement have not
been registered under the U.S. Securities Act, and are being sold in reliance
upon an exemption from registration afforded by Regulation S; and that the
Securities have not been registered with any state securities commission or
authority. The Purchaser further understands that pursuant to the requirements
of Regulation S, the Securities acquired herein may not be transferred, sold or
otherwise exchanged unless in compliance with the provisions of Regulation S
and/or pursuant to registration under the U.S. Securities Act, or pursuant to an
available exemption under the U.S. Securities Act.
(d) the Securities are being purchased by the Purchaser for its own
account, for investment only and not with a view toward resale or distribution
thereof to any other person, and it is not participating, directly or
indirectly, in any underwriting or distribution;
(e) none of the Securities purchased by the Purchaser shall be sold
or otherwise transferred contrary to the provisions of this Subscription
Agreement or any federal or state securities law, and the Purchaser understands
that unless the Securities are subsequently registered under the U.S. Securities
Act, they may not in any event be sold or transferred except by a valid
exemption from registration under the U.S. Securities Act;
(f) any and all certificates representing the Securities purchased
and any and all securities issued in replacement thereof or in exchange thereof
shall bear the following legend or one substantially similar thereto, which the
Purchaser has read and understands:
"THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1933 (THE "ACT") OR
APPLICABLE STATE SECURITIES LAWS, AND THE TRANSFER
THEREOF IS PROHIBITED EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE ACT, PURSUANT TO
REGISTRATION UNDER THE ACT AND APPLICABLE STATE
SECURITIES LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM SUCH REGISTRATION. HEDGING TRANSACTIONS INVOLVING
THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
COMPLIANCE WITH THE ACT".
________________________________________________________________________________
(B) formed by a U.S. person principally for the purpose of investing
any securities not registered under the Act, unless it is
organized or incorporated, and owned, by accredited investors (as
defined in Rule 501(a) under the Act) who are not natural
persons, estates or trusts.
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(g) the Company shall have the right to issue stop transfer
instructions on its official stock records, and the Purchaser acknowledges that
the Company has informed the Purchaser of its intention to issue such
instructions:
(h) there is currently no trading market in these Securities of the
Company, and the Company presently has no plans to register the Securities, so
that there may never be a public trading market for the Securities, with
consequent possible indefinite illiquidity of the Securities;
(i) hedging transactions involving the Securities may not be
conducted unless in compliance with the U.S. Securities Act.
(j) at no time has it been explicitly or implicitly represented,
guaranteed or warranted to the Purchaser by the Company, its management, the
agents or employees of the Company or any other person: (i) that the Purchaser
will be able to transfer the Securities on any particular date; (ii) that if and
when the Purchaser may wish to transfer the Securities, such securities will be
validly transferable under federal and applicable state securities laws; (iii)
that the Purchaser will realize any percentage or amount of profit, gain or
other consideration as a result of any investment it has made or will make in
the Company; or (iv) that the Purchaser or other shareholders will receive any
dividends or other distributions from the Company at any time;
(k) investment in the Securities is a long-term, speculative
investment which involves a substantial risk of loss to the Purchaser of its
entire investment; that the Purchaser takes full cognizance of and
responsibility for the risks related to the purchase of the Securities; the
Purchaser has no need for liquidity with respect to its investment either now or
within the foreseeable future; and the Purchaser can bear a complete loss of its
investment without undue hardship to itself;
(l) the Purchaser and its purchaser representative, if any, has been
afforded an opportunity to examine such documents and obtain such information,
including the Company's financial statements concerning the Company as it may
have requested, and the Purchaser has had the opportunity to request such other
information and ask questions of the officers and directors of the Company (and
all information so requested has been provided) for the purpose of verifying the
information furnished to it and for answering any question it may have had
concerning the business, prospects and affairs of the Company;
(m) the Purchaser understands and acknowledges that any projections
or financial forecasts of the Company may likely prove to be incorrect in view
of the early stage of the Company's development; and no assurance has been given
to it that actual results will correspond in any meaningful way with the results
contemplated by the various projections, financial forecasts or predictions; and
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(n) the Purchaser has been advised to consult with its own
investment adviser, attorney, and accountant regarding the Company's prospects
and legal and tax matters, concerning an investment in the Company, and has done
so, to the extent it consider that to be necessary.
3. Suitability Standards, Representations, and Warranties. The Purchaser
represents and warrants that all of the information which it has furnished in
this Subscription Agreement is correct and complete as of the date of this
Subscription Agreement, and will be correct and complete on the closing of the
sale of the Shares subscribed for, and the representations and warranties and
agreements herein shall survive the closing date and may be relied upon by the
Company in its reliance upon an exemption from registration under the U.S.
Securities Act and state securities laws.
4. Indemnification. The Purchaser understands the meaning and legal
consequences of the representations and warranties contained in this
Subscription Agreement and agrees to indemnify and hold harmless the Company,
its officers and directors, and each agent and employee thereof, from and
against any and all loss, damage, liability or expense including judgments,
fines, amounts paid in settlement, attorney's fees and other legal costs
actually incurred as a result of any such person or entity being made a party or
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative, or investigative,
by reason of or arising from any breach of representation or warranty of it or
any misrepresentation or misstatement of fact or omission to state or represent
facts made by it to the Company, including without limitation, the information
which it has furnished in this Subscription Agreement.
5. Miscellaneous
(a) The disclosure provided in this Subscription Agreement with
respect to certain aspects of resale restrictions which applies to the
Securities and securities laws of the United States is only a summary and is not
intended to be exhaustive and does not refer to resale restrictions which may
arise by reason of securities laws other than those of the United States. THE
SUBSCRIBER SHOULD CONSULT HIS OWN PROFESSIONAL ADVISORS REGARDING THIS AGREEMENT
AND RESALE RESTRICTIONS APPLICABLE TO THE SHARES.
(b) All notices or other communications given or made hereunder
shall be in writing and shall be delivered or mailed by registered or certified
mail, return receipt requested, postage prepaid, to the Company at the address
set forth above and to the undersigned at the address set forth on the signature
page hereof.
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(b) This Subscription Agreement constitutes the entire agreement
among the parties hereto with respect to the subject matter hereof and
supersedes any prior or contemporaneous representations, warranties, or
agreements (whether oral or written), and may be amended or waived only by a
writing executed by the party to be bound.
Number of Shares of Common Stock Subscribed For: 5,102,041
---------
Total Purchase Price of the Shares Subscribed For: $ 100,000
By: _____________________________________________ ______________
Date
Name: Xxxxxx Xxxxxxxx
For: Nelana Holdings Ltd.
Address Nelana Holdings Ltd.:
Address: _________________________________________________
_________________________________________________
_________________________________________________
Phone: _________________________________________________
Facsimile: _________________________________________________
Accepted and agreed to as of the above date.
Reality Wireless Networks, Inc.
/s/ Xxxxx Xxxxxxx
----------------------------
Name: Xxxxx Xxxxxxx
Title: President
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EXHIBIT A
[SEE ATTACHED PROMISSORY NOTE]
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