Exhibit 99.1
SUBSCRIPTION AGREEMENT
LISBOA LEISURE, INC.
1. The undersigned (the "Purchaser") hereby irrevocably subscribes for and
agrees to purchase the number of shares of common stock (the "Shares") in the
capital of Lisboa Leisure, Inc., (the "Company"), a Nevada company, disclosed on
page 4 of this Agreement at a price of US$0.02 per share for the aggregate price
disclosed on page 4 of this Agreement (U.S. dollars) (the "Funds"). Together
with this Subscription Agreement, the Purchaser is delivering to the Company the
full amount of the purchase price for the Shares in respect of which it is
subscribing.
2. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. In order to induce the
Company to accept this subscription, the Purchaser hereby represents and
warrants to, and covenants with, the Company as follows:
A. The Purchaser is purchasing the Shares for the Purchaser's own account;
B. The Purchaser acknowledges the receipt of a copy of the Company's prospectus
dated ______________ filed with the Securities and Exchange Commission (the
"Prospectus") with respect to the offer and sale of the Shares. The Purchaser is
not relying on the Company or its affiliates with respect to economic
considerations involved in this investment, but has relied solely on its own
advisors;
C. The Purchaser has had the opportunity to ask and receive answers to any and
all questions the Purchaser had with respect to the Company, the Prospectus, its
business plan, management and current financial condition. The Purchaser
acknowledges that the Company is newly organized and has minimal operating
history;
D. The Purchaser has such knowledge and expertise in financial and business
matters that the Purchaser is capable of evaluating the merits and risks
involved in an investment in the Shares and acknowledges that an investment in
the Shares entails a number of very significant risks and the Purchaser is able
to withstand the total loss of its investment. The Purchaser acknowledges that
the Company has recommended that each Purchaser obtain independent legal and
financial advice prior to subscribing, including but not limited to advice as to
the legality of any resale of the Shares, as well as the suitability of the
investment for the Purchaser;
E. Except as set forth in this Agreement, no representations or warranties have
been made to the Purchaser by the Company or any agent, employee or affiliate of
the Company and in entering into this transaction the Purchaser is not relying
upon any information, other than that contained in this Agreement, the
Prospectus, and the result of independent investigation by the Purchaser;
F. The Purchaser acknowledges that although the shares of common stock being
purchased from the Company are registered securities under the U.S. Securities
Act of 1933, as amended, there may be restrictions on the resale of the shares
imposed by the particular state laws where the Purchaser resides or in a
jurisdiction outside of the United States. Accordingly, the Purchaser shall not
offer to sell the Shares in any jurisdiction unless the Purchaser complies with
all relevant laws, policies, and regulations, which shall be the sole
responsibility of the Purchaser.
G. The Purchaser has full power and authority to execute and deliver this
Agreement and to perform its obligations hereunder, and this Agreement is a
legally binding obligation of the Purchaser enforceable against the Purchaser in
accordance with its terms;
H. The Purchaser is not purchasing the Shares as a result of any advertisement
of the offering of the Shares; and
I. This subscription for the Shares has not been induced by any representations
or warranties by any person whatsoever with regard to the future value of the
Company's securities.
3. REPRESENTATIONS OF THE COMPANY. The Company represents and warrants to the
Purchaser that:
A. The Company is duly incorporated under the laws of the State of Nevada and is
in good standing in accordance with all applicable federal and state laws;
B. The execution, delivery and performance of this Agreement by the Company and
the performance of its obligations hereunder do not and will not constitute a
breach or violation of any of the terms and provisions of, or constitute a
default under or conflict with or violate any provisions of (i) the Company's
Articles of Incorporation or By-laws, (ii) any indenture, mortgage, deed of
trust, agreement or any instrument to which the Company is a party or by which
it or any of its property is bound, (iii) any applicable statute or regulation,
or (iv) any judgment, decree or order of any court or government body having
jurisdiction over the Company or any of its property;
C. The execution, delivery and performance of this Agreement and the
consummation of the issuance of the Shares and the transactions contemplated by
this Agreement are within the Company's corporate powers and have been duly
authorized by all necessary corporate and stockholder action on behalf of the
Company;
D. There is no action, suit or proceeding before or by any court or governmental
agency or body, domestic or foreign, now pending or, to the knowledge of the
Company, threatened against or affecting the Company or any of its properties,
which might result in any material adverse change in the condition (financial or
otherwise) or in the earnings, business affairs or business prospects of the
Company, or which might materially and adversely affect the properties or assets
thereof;
E. The Company is not in default in the performance or observance of any
material obligation agreement, covenant or condition contained in any material
indenture, mortgage, deed of trust or other material instrument or agreement to
which it is a party or by which it or its property may be bound; and neither the
execution, nor the delivery by the Company, nor the performance by the Company
of its obligations under this Agreement will conflict with or result in the
breach or violation of any of the terms or provisions of, or constitute a
default or result in the creation or imposition of a lien or charge on any
assets or properties of the Company under any material deed of trust or other
material agreement or instrument to which the Company is party or by which it is
bound or any statute or the Articles of Incorporation or By-laws of the Company,
or any decree, judgment, order, ruling or regulation of any court or government
agency or body having jurisdiction over the Company or its properties;
F. There is no fact known to the Company (other than general economic conditions
known to the public generally) that has not been disclosed in writing to the
Purchaser that (i) could reasonably be expected to have a material adverse
effect on the condition (financial or otherwise) or on the earnings, business
affairs, business prospects, properties or assets of the Company, or (ii) could
reasonably be expected to materially and adversely affect the ability of the
Company to perform its obligations pursuant to this Agreement.
4. NON-BINDING UNTIL ACCEPTED. The Purchaser understands that this subscription
is not binding upon the Company until the Company accepts it, which acceptance
is at the sole discretion of the Company and is to be evidenced by the Company's
execution of this Agreement where indicated. The funds advanced by the Purchaser
cannot be used by the Company until the Company has accepted the subscription
and has executed this Agreement.
5. NON-ASSIGNABILITY. Neither this Agreement nor any of the rights of the
Purchaser hereunder may be transferred or assigned by the Purchaser.
6. MODIFICATION/ENTIRE AGREEMENT. This Agreement (i) may only be modified by a
written instruction executed by the Purchaser and the Company; (ii) sets forth
the entire agreement of the Purchaser and the Company with respect to the
subject matter hereof; and (iii) shall enure heirs, legal representatives,
successors and permitted assigns.
7. GOVERNING LAW. This Agreement will be construed and enforced in accordance
with and governed by the laws of the State of Nevada.
8. NOTICES. All Notices or other communication hereunder shall be in writing and
shall be deemed to have been duly given if delivered personally (including
courier service) or mailed by certified or registered mail, return receipt
requested, postage prepaid.
IN WITNESS WHEREOF the Purchaser has executed this Securities Subscription
Agreement on the date set forth below.
The Subscriber hereby offers to subscribe for ___________ Shares on the terms
and conditions of this Agreement and agrees to pay the Funds and delivers
herewith a certified check, wire transfer, money order or bank draft in the sum
of $____________ (U.S.) made payable to the Company.
2
DATED: _________________________
SIGNED, SEALED AND DELIVERED
By the Subscriber as follows:
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Signature of the Subscriber
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Printed Name of Subscriber
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Residential Address of Subscriber
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Residential Address of Subscriber
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ACCEPTANCE BY THE COMPANY
This Agreement is accepted by the Company as of the ____ day of
______________________, 201___.
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Per:
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Authorized Signatory
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