Exhibit 99.1
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT")
RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO
ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN
REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
AND PROVINCIAL LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES
MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT.
SUBSCRIPTION AGREEMENT
TO: REVIVE-IT CORP. (the "Company")
00000 Xxxx Xxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxx 00000
DATE: __________________________________________
1. SUBSCRIPTION FOR SHARES
1.1 The undersigned (the "Subscriber") hereby irrevocably subscribes for and
agrees to purchase _____ _______ common shares in the capital of the
Company (the "Shares") at a price of US$0.05 per Share (such
subscription and agreement to purchase being the "Subscription"), for
the total purchase price of US$_____________(the "Subscription
Proceeds"), which is tendered herewith, on the basis of representations
and warranties and subject to the terms and conditions set forth herein.
1.2 The Company hereby irrevocably agrees to sell, on the basis of the
representations and warranties and subject to the terms and conditions
set forth herein, to the Subscriber the Shares.
1.3 Subject to the terms hereof, the Subscription will be effective upon its
acceptance by the Company.
2. PAYMENT
2.1 The Subscription Proceeds must accompany this Subscription and shall be
paid by bank draft or wire transfer, made payable to the Company.
2.2 The Subscriber acknowledges and agrees that this Subscription Agreement,
the Subscription Proceeds and any other documents delivered in
connection herewith will be held by the Company's lawyers on behalf of
the Company. In the event that this Subscription Agreement is not
accepted by the Company for whatever reason within 30 days of the
delivery of an executed Subscription Agreement by the Subscriber, this
Subscription Agreement, the Subscription Proceeds and any other
documents delivered in connection herewith will be returned to the
Subscriber at the address of the Subscriber as set forth in this
Subscription Agreement.
2.3 Where the Subscription Proceeds are paid to the Company, the Company is
entitled to treat such Subscription Proceeds as an interest free loan to
the Company until such time as the Subscription is accepted and the
certificates representing the Shares have been issued to the Subscriber.
3. DOCUMENTS REQUIRED FROM SUBSCRIBER
3.1 The Subscriber must complete, sign and return to the Company an executed
copy of this Subscription Agreement.
3.2 The Subscriber shall complete, sign and return to the Company as soon as
possible, on request by the Company, any documents, questionnaires,
notices and undertakings as may be required by regulatory authorities,
stock exchanges and applicable law.
4. CLOSING
4.1 Closing of the offering of the Shares (the "Closing") shall occur on or
before June 30, 2007 or on such other date as may be determined by the
Company (the "Closing Date").
5. ACKNOWLEDGEMENTS OF SUBSCRIBER
5.1 The Subscriber acknowledges and agrees that:
a. none of the Shares have been or will be registered under the
1933 Act, or under any state securities or "blue sky" laws of
any state of the United States, and, unless so registered, may
not be offered or sold in the United States or, directly or
indirectly, to U.S. Persons, as that term is defined in
Regulation S under the 1933 Act ("Regulation S"), except in
accordance with the provisions of Regulation S, pursuant to an
effective registration statement under the 1933 Act, or pursuant
to an exemption from, or in a transaction not subject to, the
registration requirements of the 1933 Act and in each case only
in accordance with any applicable state and provincial
securities laws;
b. the Company has not undertaken, and will have no obligation, to
register any of the Shares under the 1933 Act or to qualify any
of the Shares under any state or provincial securities laws;
c. the Subscriber has received and carefully read this Subscription
Agreement;
d. the decision to execute this Subscription Agreement and purchase
the Shares agreed to be purchased hereunder has not been based
upon any oral or written representation as to fact or otherwise
made by or on behalf of the Company;
e. by execution hereof the Subscriber has waived the need for the
Company to communicate its acceptance of the purchase of the
Shares pursuant to this Subscription Agreement;
f. the Company is entitled to rely on the representations and
warranties of the Subscriber contained in this Subscription
Agreement and the Subscriber will hold harmless the Company from
any loss or damage it or they may suffer as a result of the
Subscriber's failure to correctly complete this Subscription
Agreement;
g. the Subscriber will indemnify and hold harmless the Company and,
where applicable, its respective directors, officers, employees,
agents, advisors and shareholders from and against any and all
loss, liability, claim, damage and expense whatsoever
(including, but not limited to, any and all fees, costs and
expenses whatsoever reasonably incurred in investigating,
preparing or defending against any claim, lawsuit,
administrative proceeding or investigation whether commenced or
threatened) arising out of or based upon any representation or
warranty of the Subscriber contained herein or in any document
furnished by the Subscriber to the Company in connection
herewith being untrue in any material respect or any breach or
failure by the Subscriber to comply with any covenant or
agreement made by the Subscriber to the Company in connection
therewith;
h. the Subscriber has been advised to consult his own legal, tax
and other advisors with respect to the merits and risks of an
investment in the Shares and with respect to applicable resale
restrictions and he is solely responsible (and the Company is
not in any way responsible) for compliance with applicable
resale restrictions;
i. there is no market for the Shares, no market for the Shares may
ever exist and none of the Shares are listed on any stock
exchange or automated dealer quotation system and no
representation has been made to the Subscriber that any of the
Shares will become listed on any stock exchange or automated
dealer quotation system;
j. neither the SEC nor any other securities commission or similar
regulatory authority has reviewed or passed on the merits of the
Shares;
k. no documents in connection with the sale of the Shares hereunder
have been reviewed by the SEC or any state securities
administrators;
l. there is no government or other insurance covering any of the
Shares;
m. the issuance and sale of the Shares to the Subscriber will not
be completed if it would be unlawful or if, in the discretion of
the Company acting reasonably, it is not in the best interests
of the Company;
n. the statutory and regulatory basis for the exemption claimed for
the offer and sale of the Shares, although in technical
compliance with Regulation S, would not be available if the
offering is part of a plan or scheme to evade the registration
provisions of the 1933 Act; and
o. this Subscription Agreement is not enforceable by the Subscriber
unless it has been accepted by the Company.
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6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SUBSCRIBER
6.1 The Subscriber hereby represents and warrants to and covenants with the
Company (which representations, warranties and covenants shall survive
the Closing) that:
a. he is not a U.S. Person;
b. he is not acquiring the Shares for the account or benefit of,
directly or indirectly, any U.S. Person;
c. he is resident in the jurisdiction set out under the heading
"Name and Address of Subscriber" on the signature page of this
Subscription Agreement and the sale of the Shares to the
Subscriber as contemplated in this Subscription Agreement
complies with or is exempt from the applicable securities
legislation of the jurisdiction of residence of the Subscriber;
d. he is purchasing the Shares as principal for investment purposes
only and not with a view to resale or distribution and, in
particular, he has no intention to distribute, either directly
or indirectly, any of the Shares in the United States or to U.S.
Persons;
e. he is outside the United States when receiving and executing
this Subscription Agreement;
f. he is aware that an investment in the Company is speculative and
involves certain risks, including the possible loss of the
entire investment;
g. he has made an independent examination and investigation of an
investment in the Shares and the Company and has depended on the
advice of his legal and financial advisors and agrees that the
Company will not be responsible in any way whatsoever for the
Subscriber's decision to invest in the Shares and the Company;
h. he (i) has adequate net worth and means of providing for his
current financial needs and possible personal contingencies,
(ii) has no need for liquidity in this investment, and (iii) is
able to bear the economic risks of an investment in the Shares
for an indefinite period of time;
i. he (i) is able to fend for himself in the Subscription; (ii) has
such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of his
investment in the Shares and the Company; and (iii) has the
ability to bear the economic risks of his prospective investment
and can afford the complete loss of such investment;
j. he understands and agrees that the Company and others will rely
upon the truth and accuracy of the acknowledgements,
representations and agreements contained in this Subscription
Agreement and agrees that if any of such acknowledgements,
representations and agreements are no longer accurate or have
been breached, he shall promptly notify the Company;
k. he has duly executed and delivered this Subscription Agreement
and it constitutes a valid and binding agreement of the
Subscriber enforceable against the Subscriber in accordance with
its terms;
l. he is not an underwriter of, or dealer in, the common shares of
the Company, nor is the Subscriber participating, pursuant to a
contractual agreement or otherwise, in the distribution of the
Shares;
m. he understands and agrees that none of the Shares have been
registered under the 1933 Act, or under any state securities or
"blue sky" laws of any state of the United States, and, unless
so registered, may not be offered or sold in the United States
or, directly or indirectly, to U.S. Persons except in accordance
with the provisions of Regulation S, pursuant to an effective
registration statement under the 1933 Act, or pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the 1933 Act and in each case only
in accordance with applicable state and provincial securities
laws;
n. he understands and agrees that offers and sales of any of the
Shares prior to the expiration of a period of one year after the
date of original issuance of the Shares (the one year period
hereinafter referred to as the "Distribution Compliance Period")
shall only be made in compliance with the safe harbor provisions
set forth in Regulation S, pursuant to the registration
provisions of the 1933 Act or an exemption therefrom, and that
all offers and sales after the Restricted Period shall be made
only in compliance with the registration provisions of the 1933
Act or an exemption therefrom;
o. he understands and agrees not to engage in any hedging
transactions involving any of the Shares unless such
transactions are in compliance with the provisions of the 1933
Act;
p. he understands and agrees that the Company will refuse to
register any transfer of the Shares not made in accordance with
the provisions of Regulation S, pursuant to an effective
registration statement under the 1933 Act or pursuant to an
available exemption from the registration requirements of the
1933 Act;
q. if he is acquiring the Shares as a fiduciary or agent for one or
more investor accounts, he has sole investment discretion with
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respect to each such account and he has full power to make the
foregoing acknowledgments, representations and agreements on
behalf of such account;
r. he acknowledges that he has not acquired the Shares as a result
of, and will not himself engage in, any "directed selling
efforts" (as defined in Regulation S under the 0000 Xxx) in the
United States in respect of any of the Shares which would
include any activities undertaken for the purpose of, or that
could reasonably be expected to have the effect of, conditioning
the market in the United States for the resale of any of the
Shares; provided, however, that the Subscriber may sell or
otherwise dispose of any of the Shares pursuant to registration
of any of the Shares pursuant to the 1933 Act and any applicable
state securities laws or under an exemption from such
registration requirements and as otherwise provided herein;
s. the Subscriber is not aware of any advertisement of any of the
Shares and is not acquiring the Shares as a result of any form
of 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; and
t. no person has made to the Subscriber any written or oral
representations:
i. that any person will resell or repurchase any of the
Shares;
ii. that any person will refund the purchase price of any of
the Shares;
iii. as to the future price or value of any of the Shares; or
iv. that any of the Shares will be listed and posted for
trading on any stock exchange or automated dealer
quotation system or that application has been made to
list and post any of the Shares of the Company on any
stock exchange or automated dealer quotation system.
6.2 In this Subscription Agreement, the term "U.S. Person" shall have the
meaning ascribed thereto in Regulation S.
7. REPRESENTATIONS AND WARRANTIES WILL BE RELIED UPON BY THE COMPANY
7.1 The Subscriber acknowledges that the representations and warranties
contained herein are made by him with the intention that such
representations and warranties may be relied upon by the Company and its
legal counsel in determining the Subscriber's eligibility to purchase
the Shares under applicable securities legislation, or (if applicable)
the eligibility of others on whose behalf he is contracting hereunder to
purchase the Shares under applicable securities legislation. The
Subscriber further agrees that by accepting delivery of the certificates
representing the Shares on the Closing Date, he will be representing and
warranting that the representations and warranties contained herein are
true and correct as at the Closing Date with the same force and effect
as if they had been made by the Subscriber on the Closing Date and that
they will survive the purchase by the Subscriber of Shares and will
continue in full force and effect notwithstanding any subsequent
disposition by the Subscriber of such Shares.
8. RESALE RESTRICTIONS
8.1 The Subscriber acknowledges that any resale of the Shares will be
subject to resale restrictions contained in the securities legislation
applicable to each Subscriber or proposed transferee. The Subscriber
acknowledges that the Shares have not been registered under the 1933 Act
of the securities laws of any state of the United States and that the
Company does not intend to register same under the 1933 Act, or the
securities laws of any such state and has no obligation to do so. The
Shares may not be offered or sold in the United States unless registered
in accordance with United States federal securities laws and all
applicable state securities laws or exemptions from such registration
requirements are available.
9. ACKNOWLEDGEMENT AND WAIVER
9.1 The Subscriber has acknowledged that the decision to purchase the Shares
was solely made on the basis of publicly available information. The
Subscriber hereby waives, to the fullest extent permitted by law, any
rights of withdrawal, rescission or compensation for damages to which
the Subscriber might be entitled in connection with the distribution of
any of the Shares.
10. LEGENDING AND REGISTRATION OF SUBJECT SHARES
10.1 The Subscriber hereby acknowledges that a legend may be placed on the
certificates representing any of the Shares to the effect that the
Shares represented by such certificates are subject to a hold period and
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may not be traded until the expiry of such hold period except as
permitted by applicable securities legislation.
10.2 The Subscriber hereby acknowledges and agrees to the Company making a
notation on its records or giving instructions to the registrar and
transfer agent of the Company in order to implement the restrictions on
transfer set forth and described in this Subscription Agreement.
11. COSTS
11.1 The Subscriber acknowledges and agrees that all costs and expenses
incurred by the Subscriber (including any fees and disbursements of any
special counsel retained by the Subscriber) relating to the purchase of
the Shares shall be borne by the Subscriber.
12. GOVERNING LAW
12.1 This Subscription Agreement is governed by the laws of the State of
Nevada. The Subscriber, in its personal or corporate capacity and, if
applicable, on behalf of each beneficial purchaser for whom it is
acting, irrevocably attorns to the jurisdiction of the State of Nevada.
13. SURVIVAL
13.1 This Subscription Agreement, including without limitation the
representations, warranties and covenants contained herein, shall
survive and continue in full force and effect and be binding upon the
parties hereto notwithstanding the completion of the purchase of the
Shares by the Subscriber pursuant hereto.
14. ASSIGNMENT
14.1 This Subscription Agreement is not transferable or assignable.
15. EXECUTION
15.1 The Company shall be entitled to rely on delivery by facsimile machine
of an executed copy of this Subscription Agreement and acceptance by the
Company of such facsimile copy shall be equally effective to create a
valid and binding agreement between the Subscriber and the Company in
accordance with the terms hereof.
16. SEVERABILITY
16.1 The invalidity or unenforceability of any particular provision of this
Subscription Agreement shall not affect or limit the validity or
enforceability of the remaining provisions of this Subscription
Agreement.
17. ENTIRE AGREEMENT
17.1 Except as expressly provided in this Subscription Agreement and in the
agreements, instruments and other documents contemplated or provided for
herein, this Subscription Agreement contains the entire agreement
between the parties with respect to the sale of the Shares and there are
no other terms, conditions, representations or warranties, whether
expressed, implied, oral or written, by statute or common law, by the
Company or by anyone else.
18. NOTICES
18.1 All notices and other communications hereunder shall be in writing and
shall be deemed to have been duly given if mailed or transmitted by any
standard form of telecommunication. Notices to the Subscriber shall be
directed to the address on page 8 and notices to the Company shall be
directed to it at Revive-it Corp., 00000 Xxxx Xxx Xxxxx, Xxxxx 000, Xxx
Xxxxx, Xxxxxx, 00000 Attention: The President.
19. COUNTERPARTS
19.1 This Subscription Agreement may be executed in any number of
counterparts, each of which, when so executed and delivered, shall
constitute an original and all of which together shall constitute one
instrument.
IN WITNESS WHEREOF the Subscriber has duly executed this Subscription Agreement
as of the date first mentioned above.
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DELIVERY INSTRUCTIONS
Delivery - please deliver the certificates to:
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(name)
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(address)
Registration - registration of the certificates delivered at closing should be
made as follows:
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(name)
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(address)
The undersigned hereby acknowledges that it will deliver to the Company all such
additional completed forms in respect of the Subscriber's purchase of the Shares
as may be required for filing with the appropriate securities commissions and
regulatory authorities.
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(Signature and, if applicable, Office)
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(Address of Subscriber)
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(City, Province/State)
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(Country, Postal Code)
A C C E P T A N C E
The above-mentioned Subscription Agreement in respect of the Shares is hereby
accepted by REVIVE-IT CORP.
DATED at ____________________________________, the ___ day of ____________ 2007.
REVIVE-IT CORP.
Per:
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Authorized Signatory
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