EXHIBIT 10.2
NON U.S. RESIDENT
PRO NUTRISOURCE INC.
SUBSCRIPTION AGREEMENT
AND
PURCHASER QUESTIONNAIRE
Pro NutriSource Inc.
000 Xxxxxxx Xxxx
Xxxxxxxxx, Xxxxxx
Xxxxxx X0X 0X0
Gentlemen:
PART I
Pro NutriSource Inc., a Nevada corporation (the "Corporation") is
offering on a private placement basis, shares of its restricted common stock,
par value $0.001 (the "Common Stock") to eligible investors who subscribe to
this issue by this document (the "Investor") at a price of U.S. $____ per share
of Common Stock. The Corporation offers, and the Investor accepts, the shares of
Common Stock on the terms and conditions as set forth in this subscription
agreement.
1. Subscription. The undersigned hereby tenders this subscription and
applies for the purchase of _______ shares of Common Stock in the capital of the
Corporation for an aggregate purchase price of $_______. By execution below, the
undersigned acknowledges that the Corporation is relying upon the accuracy and
completeness of the representations contained herein in complying with its
obligations under applicable securities laws.
2. Representations by Undersigned. The undersigned acknowledges and
represents as follows:
(a) NOT A U.S. PERSON: the Investor: (i) is not a U.S. Person (as
defined in Rule 902 of Regulation S ("REGULATION S") under the
United States SECURITIES ACT OF 1933 (the "U.S. ACT"), which
definition includes, but is not limited to, any natural person
resident in the United States, any corporation or partnership
incorporated or organized under the laws of the United States
or any estate or trust of which any executor, administrator or
trustee is a U.S. Person; (ii) is not purchasing any of the
shares of Common Stock for the account or benefit of any U.S.
Person or for offering, resale or delivery for the account or
benefit of any U.S. Person or for the account of any person in
any jurisdiction other than the jurisdiction set out in the
name and address of the Investor set forth hereinbelow; and
(iii) was not offered any shares of Common Stock in the United
States and was outside the United States at the time of
execution and delivery of this Agreement;
(b) NO REGISTRATION AND SALES UNDER REGULATION S: the Investor
acknowledges that the shares of Common Stock have not been
registered under the U.S. Act and the Corporation has no
obligation or present intention of filing a registration
statement under the U.S. Act in respect of the shares of
Common Stock. The Investor agrees to resell the shares of
Common Stock only in accordance with the provisions of
Regulation S, pursuant to a registration under the U.S. Act or
pursuant to an available exemption from such registration, and
that hedging transactions involving the shares of Common Stock
may not be conducted unless in compliance with the U.S. Act.
The Investor understands that any certificate representing the
shares of Common Stock will bear a legend setting forth the
foregoing restrictions. The Investor understands that the
shares of Common Stock are restricted within the meaning of
"RULE 144" promulgated under the U.S. Act; that the exemption
from registration under Rule 144 will not be available in any
event for at least one year from the date of purchase and
payment of the shares of Common Stock by the Investor, and
even then will not be available unless (i) a public trading
market then exists for the common stock of the Corporation,
(ii) adequate information concerning the Corporation is then
available to the public and (iii) other terms and conditions
of Rule 144 are complied with; and that any sale of the shares
of Common Stock may be made by the Investor only in limited
amounts in accordance with such terms and conditions;
(c) NO U.S. BENEFICIAL INTEREST: no U.S. Person, either directly
or indirectly, has any beneficial interest in any of the
shares of Common Stock acquired by the Investor hereunder, nor
does the Investor have any agreement or understanding (written
or oral) with any U.S. Person respecting:
(i) the transfer or any assignment of any rights or
interest in any of the shares of Common Stock;
(ii) the division of profits, losses, fees, commissions or
any financial stake in connection with this
subscription; or
(iii) the voting of the shares of Common Stock;
(d) EXPERIENCE: the Investor has the requisite knowledge and
experience in financial and business matters for properly
evaluating the risks of an investment in the Corporation;
(e) INFORMATION: the Investor has received all information
regarding the Corporation reasonably requested by the
Investor;
(f) RISK: the Investor understands that an investment in the
Corporation involves certain risks of which the Investor has
taken full cognizance, and which risks the Investor fully
understands;
(g) ADEQUACY OF INFORMATION: the Investor has been given the
opportunity to ask questions of, and to receive answers from,
the Corporation concerning the terms and conditions of the
offering and to obtain additional information necessary to
verify the accuracy of the information contained in the
information described in paragraph "(e)" hereinabove, or such
other information as the Investor desired in order to evaluate
an investment in the Corporation;
(h) RESIDENCY: the residence of the Investor as set forth
hereinbelow is the true and correct residence of the Investor
and the Investor has no present intention of becoming a
resident or domiciliary of any other State or jurisdiction;
(i) INDEPENDENT INVESTIGATION: in making a decision to invest in
the Corporation the Investor has relied solely upon
independent investigations made by the Investor, and the
particular tax consequences arising from an investment in the
Corporation will depend upon the Investor's individual
circumstances;
(j) PRINCIPAL: the Investor is purchasing the shares of Common
Stock as principal for the Investor's own account and not for
the benefit of any other person, except as otherwise stated
herein, and not with a view to the resale or distribution of
all or any of the shares of Common Stock;
(k) DECISION TO PURCHASE: the decision of the Investor to enter
into this Agreement and to purchase the shares of Common Stock
pursuant hereto has been based only on the representations of
this Agreement and any collateral business plan or offering
memorandum provided herewith or based upon the Investor's
relationship with a director and/or senior officer of the
Corporation. It is not made on other information relating to
the Corporation and not upon any oral representation as to
fact or otherwise made by or on behalf of the Corporation or
any other person. The Investor agrees that the Corporation
assumes no responsibility or liability of any nature
whatsoever for the accuracy, adequacy or completeness of any
business plan information which has been created based upon
the Corporation's management experience. In particular, and
without limiting the generality of the foregoing, the decision
to subscribe for the shares of Common Stock has not been
influenced by:
(i) newspaper, magazine or other media articles or reports
related to the Corporation or its business;
(ii) promotional literature or other materials used by the
Corporation for sales or marketing purposes; or
(iii) any representations, oral or otherwise, that the
Corporation will become a listed Corporation, that any
of the shares of Common Stock will be repurchased or
have any guaranteed future realizable value or that
there is any certainty as to the success of the
Corporation or the liquidity or value of any of the
shares of Common Stock;
(l) ADVERTISEMENTS: the Investor acknowledges that the Investor
has not purchased the shares of Common Stock as a result of
any general solicitation or general advertising, including
advertisements, articles, notices or other communications
published in any newspaper, magazine or similar media or
broadcast over radio or television, or any seminar or meeting
whose attendees have been invited by general solicitation or
general advertising;
(m) INFORMATION NOT RECEIVED: the Investor has not received, nor
has the Subscriber requested, nor does the Investor have any
need to receive, any offering memorandum or any other document
(other than financial statements or any other document the
content of which is prescribed by statute or regulation)
describing the business and affairs of the Corporation which
has been prepared for delivery to, and review by, prospective
purchasers in order to assist them in making an investment
decision in respect of the shares of Common Stock, and the
Investor has not become aware of any advertisement in printed
media of general and regular paid circulation, radio or
television with respect to the distribution of the shares of
Common Stock
(n) INFORMATION RECEIVED: the Investor has had access to such
additional information, if any, concerning the Corporation as
the Investor has considered necessary in connection with the
Investor's investment decision to acquire the shares of Common
Stock;
(o) SATISFACTION WITH INFORMATION RECEIVED: the Investor
acknowledges that, to the Investor's satisfaction:
(i) the Investor has either had access to or has been
furnished with sufficient information regarding the
Corporation and the terms of this investment
transaction to the Investor's satisfaction;
(ii) the Investor has been provided the opportunity to ask
questions concerning this investment transaction and
the terms and conditions thereof and all such
questions have been answered to the Investor's
satisfaction; and
(iii) the Investor has been given ready access to and an
opportunity to review any information, oral or
written, that the Investor has requested, in
particular to any offering memorandum or business
plan of the Corporation, if available concurrent with
or as a part of this Agreement;
(p) RELIANCE OF REPRESENTATIVE: the Investor, by reason of the
Investor's knowledge and experience in financial and business
matters, is capable of evaluating the risks and merits of an
investment in the shares of Common Stock or, if the Investor
is relying upon the investment advice of a representative who
has advised the undersigned in connection with this investment
(the "REPRESENTATIVE"), the undersigned believes the
Representative to be sophisticated and competent in the area
of investment advice and analysis and therefore capable of
evaluating the risks and merits of an investment in the shares
of Common Stock;
(q) ECONOMIC RISK: the Investor has such knowledge and experience
in financial and business affairs as to be capable of
evaluating the merits and risks of the Investor's investment
in and to any of the shares of Common Stock, and the Investor
is able to bear the economic risk of a total loss of the
Investor's investment in and to any of the shares of Common
Stock;
(r) SPECULATIVE INVESTMENT: the Investor understands that an
investment in any of the shares of Common Stock is a
speculative investment and that there is no guarantee of
success of the Corporation's management's plans. Management's
plans are an effort to apply present knowledge and experience
to project a future course of action which is hoped will
result in financial success employing the Corporation's assets
and with the present level of management's skills and of those
whom the Corporation will need to attract (which cannot be
assured). Additionally, all plans are capable of being
frustrated by new or unrecognized or unappreciated present or
future circumstances which can typically not be accurately, or
at all, predicted;
(s) STATUS OF THE SUBSCRIBER IN THE U.K.: if the Investor is a
resident of the United Kingdom, it: (i) is either a United
Kingdom "business investor" (a Corporation which has, or whose
parent Corporation has, at least (pound)5,000,000 in net
assets or paid up share capital or (pound)500,000 if it or its
parent Corporation has over 20 members) or a United Kingdom
"authorized person" or "exempted person" within the meaning of
the FINANCIAL SERVICES ACT, 1986 of the United Kingdom; (ii)
has read and understood the contents of this Agreement and
agrees to be legally bound thereby; (iii) has not received any
"application form" within the meaning of applicable securities
legislation; (iv) has not received, is not aware of and has
not relied on any "investment advertisement" within the
meaning of the FINANCIAL SERVICES ACT, 1986 of the United
Kingdom; and (v) its ordinary business is the buying or
selling of shares;
(t) ADDRESS: the Investor is resident as set out on the last page
of this Agreement as the "Investor's Address", and the address
as set forth on the last page of this Agreement is the true
and correct address of the Investor;
(u) RISK AND RESALE RESTRICTION: the Investor is aware of the
risks and other characteristics of the Shares and the Warrant
Shares and of the fact that the Investor will not be able to
resell the shares of Common Stock except in accordance with
the applicable securities legislation and regulatory policy;
(v) REPRESENTATIONS AS TO RESALE: no person has made to the
Investor any written or oral representations:
(i) that any person will resell or repurchase any of the
shares of Common Stock;
(ii) that any person will refund the purchase of any of the
shares of Common Stock;
(iii) as to the future price or value of any of the shares of
Common Stock; or
(iv) that the shares of Common Stock will be listed and
posted for trading on any stock exchange,
over-the-counter or bulletin board market, or that
application has been made to list and post any the
Shares for trading on any stock exchange,
over-the-counter or bulletin board market; and
the Investor will not resell the shares of Common Stock except
in accordance with the provisions of applicable securities
legislation and stock exchange, over-the-counter and/or
bulletin board market rules;
(w) REPORTS AND UNDERTAKINGS: if required by applicable securities
legislation, policy or order or by any securities commission,
stock exchange or other regulatory authority, the Investor
will execute and otherwise assist the Corporation in filing
such reports, undertakings and other documents as may be
reasonably required with respect to the issue of the shares of
Common Stock;
(x) RESALE RESTRICTIONS: the Investor has been independently
advised as to the applicable hold period imposed in respect of
the shares of Common Stock by securities legislation in the
jurisdiction in which the Subscriber's resides and confirms
that no representation has been made respecting the applicable
hold periods for the shares of Common Stock and is aware of
the risks and other characteristics of the shares of Common
Stock and of the fact that the Investor may not be able to
resell the shares of Common Stock except in accordance with
the applicable securities legislation and regulatory policy.
In this regard the Investor agrees that if the Investor
decides to offer, sell or otherwise transfer any of the shares
of Common Stock, the Investor will not offer, sell or
otherwise transfer any of such shares of Common Stock,
directly or indirectly, unless:
(i) the sale is to the Corporation; or
(ii) the sale is made outside the United States in
compliance with the requirements of Rule 904 of
Regulation S under the U.S. Act and in compliance with
applicable state securities laws; or
(iii) the sale is made pursuant to an exemption from
registration under the U.S. Act provided by Rule 144
thereunder and as set forth in Article "4" hereinbelow,
if applicable, and in compliance with applicable state
securities laws; or
(iv) with the prior written consent of the Corporation, the
sale is made pursuant to another applicable exemption
from registration under the U.S. Act and in compliance
with applicable state securities laws;
(y) NO PROSPECTUS FILING: the Investor acknowledges that this is
an offering made on a private basis without a prospectus and
that no federal, state, provincial or other agency has made
any finding or determination as to the merits of the
investment nor made any recommendation or endorsement of the
shares of Common Stock, and that:
(i) the Investor may be or is restricted from using most
of the civil remedies available under applicable
securities legislation; and
(ii) the Corporation is relieved from certain obligations
that would otherwise apply under applicable
securities legislation;
(z) CONFIDENTIALITY: the Investor understands that the
Corporation's business plan and this Agreement are
confidential. Furthermore, the Investor has not distributed
such, or divulged the contents thereof, to anyone other than
such legal or financial advisors as the Investor has deemed
desirable for purposes of evaluating an investment in the
shares of Common Stock, and the Investor has not made any
copies thereof except for the Investor's own records;
(aa) AGE OF MAJORITY: the Investor, if an individual, has attained
the age of majority and is legally competent to execute this
Agreement and to take all actions required pursuant hereto;
(ab) AUTHORIZATION AND FORMATION OF INVESTOR: the Investor, if a
corporation, partnership, trust or other form of business
entity, is authorized and otherwise duly qualified to purchase
and hold the shares of Common Stock, and such entity has not
been formed for the specific purpose of acquiring the shares
of Common Stock in this issue. If the Investor is one of the
aforementioned entities it hereby agrees that, upon request of
the Corporation, it will supply the Corporation with any
additional written information that may be requested by the
Corporation. In addition, the entering into of this Agreement
and the transactions contemplated hereby will not result in
the violation of any of the terms of and provisions of any law
applicable to, or the constating documents, if a corporation,
of, the Subscriber or of any agreement, written or oral, to
which the Investor may be a party or by which the Investor may
be bound;
(ac) LEGAL OBLIGATION: this Agreement has been duly and validly
authorized, executed and delivered by and constitutes a legal,
valid, binding and enforceable obligation of the Investor;
(ad) LEGAL AND TAX CONSEQUENCES. the Investor acknowledges that an
investment in the securities of the Corporation may have tax
consequences to the Investor under applicable law, which the
Investor is solely responsible for determining, and the
Investor also acknowledges and agrees that the Investor is
responsible for obtaining its own legal and tax advice;
(ae) COMPLIANCE WITH APPLICABLE LAWS: the Investor knows of no
reason (and is sufficiently knowledgeable to determine the
same or has sought legal advice) why the delivery of this
Agreement, the acceptance of it by the Corporation and the
issuance of the shares of Common Stock to the Investor will
not comply with all applicable laws of the Investor's
jurisdiction of residence or domicile, and all other
applicable laws, and the Investor has no reason to believe
that the Investor's subscription hereby will cause the
Corporation to become subject to or required to comply with
any disclosure, prospectus or reporting requirements or to be
subject to any civil or regulatory review or proceeding. In
addition, the Investor will comply with all applicable
securities laws and will assist the Corporation in all
reasonable manner to comply with all applicable securities
laws;
(af) ENCUMBRANCE OR TRANSFER OF SECURITIES: the Investor will not
sell, assign, gift, pledge or encumber in any manner
whatsoever any of the shares of Common Stock herein subscribed
for without the prior written consent of the Corporation and
in accordance with applicable securities legislation; and
(ag) REGULATION S: the Investor further represents and warrants
that the Subscriber was not specifically formed to acquire any
of the shares of Common Stock subscribed for in this Agreement
in violation of the provisions of Regulation S.
I will hold title to my shares of Common Stock as follows:
___ Individual Ownership
___ Community Property
___ Joint Tenant with Right of Survivorship (both parties
must sign)
___ Partnership
___ Tenants in Common
___ Corporation
___ Trust
___ Other (please specify)_______________________
General. The following information is to be provided by all Investors.
(Please print or type - attach additional information on separate sheets if
necessary.)
(i) Investor Information (for corporations, partnerships or
trusts, please give name of entity and name of
authorized individual completing the Subscription
Agreement and Purchaser Questionnaire.
Name___________________________________________________________________
Home Address____________________________________________________________
Home Telephone _________________________________________________________
Date of Birth/Organization__________________________________________________
Citizenship: __________
Occupation______________________________________________________________
Employer________________________________________________________________
Business Address_________________________________________________________
Business Telephone_______________________________________________________
Length of Employment_____________________________________________________
(ii) For Investors other than Individuals
In order to establish that the Investor is authorized to complete this
Subscription Agreement and Purchaser Questionnaire, the following must be
furnished:
A GENERAL OR LIMITED PARTNERSHIP must attach a copy of its partnership
agreement, which must show that the person signing this Subscription Agreement
and Purchaser Questionnaire and any other document related to its subscription
for the shares of Common Stock (the "Subscription Documents") is a general
partner of the partnership who has the authority to make the investment
decisions and to execute the Subscription Documents.
A LIMITED LIABILITY CORPORATION OR A CORPORATION must attach a copy of a
resolution of the board of directors showing that the corporation is authorized
to make this investment and that the person who is signing any of the
Subscription Documents is authorized to do so.
A TRUST must attach a copy of the trust agreement.
(iii) Investment Decision
If the Investor is a general partnership, did each partner elect
whether he will participate in the partnership's investment in the
shares of Common Stock? ____Yes _____No
If the answer is "No", please state the total number of partners of the
partnership and the total number of partners who elected to participate
in this investment. _____
SIGNATURE PAGE FOR INDIVIDUALS
Dated: ___________, 2009
____________________________________
Signature
____________________________________
Signature (all record holders should sign)
____________________________________
Name(s) Printed
____________________________________
Name(s) Printed
____________________________________
Address to Which Correspondence Should be Directed
____________________________________
Street or P.O. Box
____________________________________
City, State and Zip Code
____________________________________
Social Security Number
____________________________________
Social Security Number
____________________________________
Telephone Number
WHEN COMPLETED AND SIGNED THIS SUBSCRIPTION SHOULD BE DELIVERED TO PRO
NUTRISOURCE INC., 000 XXXXXXX XXXX, XXXXXXXXX, XXXXXX, XXXXXX X0X 0X0, ATTN:
XXXX XXXXXX.
ACCEPTED:
PRO NUTRISOURCE INC.
By:_______________________________ Dated: ____________, 2009
Xxxx Xxxxxx, President
SIGNATURE PAGE FOR ENTITIES
Dated: ______________, 2009
____________________________________
Name of Entity
____________________________________
*Signature with Title
____________________________________
Name Printed
____________________________________
Address to Which Correspondence Should be Directed
____________________________________
Street or P.O. Box
____________________________________
City, State and Zip Code
____________________________________
Tax Identification Number
____________________________________
Telephone Number
*If Securities are being subscribed for by an entity, the Certificate of
Signatory that is attached to this document must also be completed.
WHEN COMPLETED AND SIGNED THIS SUBSCRIPTION AGREEMENT AND CERTIFICATE OF
SIGNATORY SHOULD BE DELIVERED TO PRO NUTRISOURCE INC., 000 XXXXXXX XXXX,
XXXXXXXXX, XXXXXX, XXXXXX X0X 0X0, ATTN: XXXX XXXXXX.
ACCEPTED:
PRO NUTRISOURCE INC.
By:__________________________ Date:_____________, 2009
Xxxx Xxxxxx, President
CERTIFICATE OF SIGNATORY
(To be completed if the Securities are being
subscribed for by an entity)
I, _________________, am the _______________ of _______________ (the "Entity").
I certify that I am empowered and duly authorized by the Entity to
execute and carry out the terms of the Subscription Agreement and Purchaser
Questionnaire and to purchase and hold the shares of Common Stock, and certify
further that the Subscription Agreement and Purchaser Questionnaire has been
duly and validly executed on behalf of the Entity and constitutes a legal and
binding obligation of the Entity.
IN WITNESS WHEREOF, I have set my hand this ___ day of _________, 2009.
_________________________
Signature
