Exhibit 10.3
INVESTMENT LETTER AND SUBSCRIPTION AGREEMENT
$________ Promissory Note
________ Shares of Common Stock
$________ Total Purchase Price
Board of Directors
Renewable Energy Acquisition Corp.
00000 00xx Xxx. Xx.
Xxxxxxxx, Xxxxxxxxx 00000
Gentlemen:
I desire to purchase from Renewable Energy Acquisition Corp. ("the Company")
_______ common shares (the "Shares") and a promissory note ("the Note") in the
principal amount of $________, due and payable without interest upon the earlier
of one year from the date hereof, or upon the closing of an Initial Public
Offering of the Company's common shares, upon the terms and conditions set forth
below:
THE COMMON STOCK OF RENEWABLE ENERGY ACQUISITION CORP., DESCRIBED IN THIS
SUBSCRIPTION AGREEMENT (this "Agreement") HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED ("Act"), OR QUALIFIED UNDER THE STATE
SECURITIES LAWS OF ANY STATE. THE SECURITIES ARE BEING SOLD IN RELIANCE ON
EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION REQUIREMENTS. THE SECURITIES
AND RIGHTS PURSUANT TO THIS AGREEMENT CANNOT BE SOLD, TRANSFERRED, ASSIGNED, OR
OTHERWISE DISPOSED OF, EXCEPT IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE
SECURITIES LAWS, INCLUDING REGULATION S PROMULGATED UNDER THE ACT.
This Agreement shall constitute the irrevocable offer of the undersigned to
purchase, in the amounts and subject to the terms set forth in this Agreement,
the Note and Shares of Renewable Energy Acquisition Corp., a Nevada corporation
(the "Company"), at a purchase price of $______. On execution by both parties,
this Agreement shall become a bilateral agreement binding on both the
undersigned and the Company. Each part of this Agreement must be completed by
the undersigned and, by execution below, I acknowledge that I understand that
the Company is relying on the accuracy and completeness hereof in complying with
my obligations under applicable securities laws.
On the foregoing, I am hereby agreed as follows:
1. SUBSCRIPTION. I hereby irrevocably subscribe for the purchase of the
Note and Shares for $_______. I am tendering to the Company:
(a) one signed copy of this Agreement; and
(b) a check made payable to "Renewable Energy Acquisition Corp." in the
amount of $________ for the Note and Shares (collectively the "Securities")
subscribed for above.
2. GENERAL REPRESENTATIONS OF SUBSCRIBER. I hereby represent and warrants
as follows:
(a) I am over the age of 18 years;
(b) I acknowledge that neither the United States Securities and Exchange
Commission nor the securities commission of any state or other federal agency
has made any determination as to the merits of purchasing the Securities;
(c) I understand an investment in the Securities is highly speculative and
involves a high degree of risk.
(d) I have been fully informed to my complete satisfaction concerning the
organizational aspects, business, current operations, finances, and all other
matters which I consider significant for the purpose of making an investment
decision with respect to the Company. I have had the opportunity of discussing
the Company and its affairs with members of management, of reviewing such
documents and records as I consider appropriate, and have received all
information which I have requested with respect to the Company. I am aware of
the Company's current limited cash position, and I am aware that the Company is
in the early developmental stage and has suffered substantial losses. I am fully
aware of all of the risks involved in this investment.
(e) I understand that the Company has generated no profits to date and that
there is no assurance that the Company will be profitable in the future. I have
been afforded access to such information concerning the Company as has been
requested and such materials were sufficient to enable me to arrive at a
reasoned investment decision with respect to an investment in the Securities.
(f) I, either alone or with the assistance of one or more advisers engaged
by me, have such knowledge and experience in business and financial matters that
it or they is capable of evaluating the Company, its business operations, and
the risks and merits of an investment in the Company;
(g) I have no present intention of dividing any of the securities or the
rights under this Agreement with others or of reselling or otherwise disposing
of any portion of the securities, either currently or after the passage of a
fixed or determinable period of time or on the occurrence or nonoccurrence of
any predetermined event or circumstance;
(h) I was at no time solicited by any leaflet, public promotional meeting,
circular, newspaper or magazine article, radio or television advertisement, or
any other form of general advertising or solicitation in connection with the
offer, sale, or purchase of the securities through this Agreement;
(i) I have adequate means of providing for its current needs and possible
contingencies and has no need now and anticipates no need in the foreseeable
future, to sell any portion of the securities for which I hereby subscribe. I am
able to bear the economic risks of this investment and, consequently, without
limiting the generality of the foregoing, is able to hold the securities for an
indefinite period of time, and has a sufficient net worth to sustain a loss of
the entire investment, in the event such loss should occur; and
(j) I acknowledge that this Agreement may be accepted or rejected in whole
or in part by the Company and that, to the extent the subscription may be
rejected, the accompanying subscription payment may be refunded without payment
of interest and without deduction of expenses.
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3. REPRESENTATIONS REGARDING EXEMPTIONS AND RESTRICTIONS ON TRANSFER. I
represent that the securities are being acquired without a view to, or for,
resale in connection with any distribution of the securities or any interest
therein without registration or other compliance under the Act, and that I have
no direct or indirect participation in any such undertaking or in the
underwriting of such an undertaking. I understand that the securities have not
been registered, but are being acquired by reason of a specific exemption under
the Act as well as under certain state statutes for transactions by an issuer
not involving any public offering and that any disposition of the securities
may, under certain circumstances, be inconsistent with this exemption and may
make me an "underwriter" within the meaning of the Act. I acknowledge that the
securities must be held and may not be sold, transferred, or otherwise disposed
of for value unless they are subsequently registered under the Act or an
exemption from such registration is available. The Company is under no
obligation to register the securities under the Act or under Section 12 of the
Securities Exchange Act of 1934, as amended, except as may be expressly agreed
to by it in writing. The certificates representing the securities will bear a
legend restricting transfer, except in compliance with applicable federal and
state securities statutes.
4. ACCREDITED INVESTOR STATUS. I represent and warrant that I am an
"accredited Investor" within the meaning of Rule 501(a) of Regulation D
promulgated under the Securities Act of 1933.
5. INDEMNITY. I hereby agree to indemnify the Company and any person
participating in the offering and to hold them harmless from and against any and
all liability, damage, cost, or expense (including, but not limited to,
reasonable attorney's fees) incurred on account of or arising out of:
(a) any inaccuracy in my declarations, representations, and warranties set
forth herein or made by me to the Company in connection with my subscription;
(b) the disposition of any portion of the securities which it will receive,
contrary to my declarations, representations, and warranties set forth herein;
and
(c) any action, suit, or proceeding based on (i) the claim that said
declarations, representations or warranties were inaccurate or misleading or
otherwise cause for obtaining damages or redress from the Company, or (ii) the
disposition of any of the securities or any part hereof.
6. MISCELLANEOUS. I further understand, acknowledge, and agree that:
(a) This Agreement is registered in the name of the undersigned on the
books of the Company at its principal offices, and no transfer hereof shall be
valid and binding on the Company unless made at such offices by the registered
holder or the holder's attorney-in-fact duly authorized in writing. The Company
may deem and treat the person in whose name this Agreement is registered as the
absolute owner hereof for the purpose of receiving any securities issuable
pursuant hereto and for all other purposes.
(b) This Agreement shall be construed in accordance with and governed by
the laws of the state of Minnesota.
(c) This Agreement constitutes the entire agreement between the parties
respecting the subject matter hereof.
(d) Notwithstanding any of the representations, warranties,
acknowledgments, or agreements made herein by the undersigned, the undersigned
does not waive any rights granted to the undersigned under federal and state
securities laws.
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(e) The undersigned will hold title to the securities as follows:
____ Community Property ____ Tenants in Common
____ Joint Tenants, with Right of Survivorship ____ Separate Property
____ Other ______________________________________________________
(Single Person, Trust, Corporation, Etc., Please Indicate)
DATED this _____ day of _____________ 2007.
--------------------------------- --------------------------------------------
Tax Identification Number or Type or Print Name of Subscriber(s) in exact
Social Security Number Form to be used on Records of the Company
Address:
--------------------------------- --------------------------------------------
Number and Street Signature
--------------------------------- --------------------------------------------
City, State, and Postal Code Signature of Joint Subscriber, If Any
Date:
--------------------------------- --------------------------------------------
Country
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ACCEPTANCE OF SUBSCRIPTION
The foregoing is hereby accepted this ______ day of ___________________
2007.
RENEWABLE ENERGY ACQUISITION CORP.
By___________________________________
Duly Authorized Officer
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