SUBSCRIPTION AGREEMENT Or-Ion Products, Inc.
1. APPLICATION. The undersigned
(“Investor”), intending to be legally bound, hereby subscribes for ___________
Shares of the $.001 par value Common Stock (“Securities") of Or-Ion Products, Inc., a Texas corporation (the "Company")
at a purchase price of $.15 per Share, for a total price of
$___________.
The
undersigned understands that his/her Subscription to purchase Securities may be
accepted or rejected in whole or in part by the Company in its sole
discretion. This Subscription is and shall be irrevocable, and none
of the purchase price paid shall be refundable, unless the Company rejects your
Subscription.
2. REPRESENTATIONS AND
WARRANTIES. The undersigned represents and warrants as
follows:
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(a)
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The
undersigned and/or advisors have had a reasonable opportunity to ask
questions and receive answers from the Company concerning the
Securities.
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(b)
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The
undersigned is able to bear the economic risks of an investment in the
Securities for an indefinite period and at the present time could afford
the loss of such investment.
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(c)
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The
undersigned understands that an investment in the Securities involves
certain risks and has the knowledge and experience in financial and
business matters generally such that the undersigned is capable of
evaluating the merits and risks of an investment in the
Securities.
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(d)
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The
undersigned understands and acknowledges that the Securities have not been
registered for sale under the Securities Act of 1933, as amended (the
"Act"), or under certain state securities laws in reliance upon exemptions
therefrom for non-public offerings, and that the Securities may not be
sold or transferred unless the sale or transfer is subsequently registered
or an exemption from such registration is available, and there are no
assurances that there will be a public market available to sell or dispose
of the Securities.
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(e)
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The
Securities are being purchased solely for the undersigned's account, for
investment purposes only and not with a view to the distribution of said
Securities and not with a view to assignment or resale thereof, and no
other person will have a direct or indirect beneficial interest in such
Securities.
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(f)
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The
undersigned, if a corporation, partnership, trust or other entity is
authorized and otherwise duly qualified to purchase and hold the
Securities and to enter into this Subscription
Agreement.
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3. INDEMNIFICATION. The
undersigned agrees to indemnify and hold harmless the Company and its agents,
representatives and employees from and against all liability, damage, loss,
cost, fee and expense (including reasonable attorneys' fees) which they may
incur by reason of the failure of the undersigned to fulfill any of the terms or
conditions of this Subscription Agreement, or by reason of any inaccuracy or
omission in the information furnished by the undersigned herein or any breach of
the representations and warranties made by the undersigned herein, or in any
document provided by the undersigned to the Company.
4. MISCELLANEOUS.
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(a)
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This
Subscription Agreement shall survive the death or disability of the
undersigned and shall be binding upon the undersigned's heirs, executors,
administrators, successors and permitted
assigns.
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(b)
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This
Subscription Agreement has been duly and validly authorized, executed and
delivered by the undersigned and constitutes the valid, binding and
enforceable agreement of the undersigned. If this Subscription
Agreement is being completed on behalf of a corporation, partnership, or
trust, it has been completed and executed by an authorized corporate
officer, general partner, or
trustee.
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(c)
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This
Subscription Agreement referred to herein constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and
together supersede all prior discussions or agreements relating to the
purchase of these Securities.
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(d)
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Within
five (5) days after receipt of a written request from the Company, the
undersigned agrees to provide such information, to execute and deliver
such documents and to take, or forbear from taking, such actions or
provide such further assurances as reasonably may be necessary to correct
any errors in documentation or to comply with any and all laws to which
the Company is subject.
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(e)
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The
Company shall be notified immediately of any change in any of the
information contained above occurring prior to the undersigned's purchase
of the Securities or at any time thereafter for so long as the undersigned
is a holder of the Securities.
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5. REPRESENTATIONS. The
undersigned hereby additionally represents and warrants that:
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(i) The undersigned is purchasing for
his/her/its own account and not on behalf of any other
person.
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(ii) The undersigned will not sell or
assign the Securities except in accordance with the provisions of the
Securities Act of 1933, as amended, or pursuant to the registration
Requirements under the Act, or pursuant to an available exemption under
the Act such as Rule 144, which requires a prior holding period of not
less than one year from date of purchase.
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(iii) The undersigned, in evaluating
the merits and risks of this investment, has determined that this
investment is suitable for the undersigned's participation, and the
undersigned has received and reviewed all pertinent documents requested by
the undersigned.
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(iv) Share certificates shall bear an
appropriate restrictive legend that restricts the further sale or
assignment of the Securities except in accordance with the foregoing
provisions set forth above.
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(v) The undersigned is aware that
there is no public market for the Company's Securities that the transfer
of Securities is subject to certain restrictions according to law and
that, as a consequence, it may not be possible for the undersigned to
liquidate the Securities, which may have to be held indefinitely, which
makes this offering an illiquid investment.
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(vi) The undersigned is able to bear
the economic risk of the investment and has such business or financial
experience as to be capable of evaluating the merits and risks of
investing in the Company.
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(vii) The undersigned is aware that an
investment in the Company involves certain material
risks.
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(viii) The undersigned, in evaluating
the merits and risks of an investment in the Securities, has been
encouraged to seek the advice of his or her own personal tax and legal
counsel, and has not relied upon any representations concerning this
investment.
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(ix) The undersigned has had the
opportunity to personally ask questions of and receive answers from duly
qualified agents and representatives of the Company and to verify the
accuracy and completion of all material information about the Company, its
business, officers, directors and founders, and the terms and conditions
under which the Securities are being acquired.
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6. ACCREDITED INVESTOR
CERTIFICATION. The undersigned further represents and warrants
as indicated below:
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(Please xxxx one or more of
the seven following statements)
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£
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1.
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I
am a natural person who had individual income of more than $200,000 in
each of the most recent two years, or joint income with my spouse in
excess of $300,000 in each of the most recent two years, and reasonably
expect to reach that same income level for the current
year. The term “income”, for purposes of this Subscription
Agreement, shall be computed as follows: individual adjusted gross income,
as reported (or to be reported) on a federal income tax return, increased
by (1) any deduction of long-term capital gains under Section 1202 of the
current Internal Revenue Code (the “Code”), (2) any deduction for
depletion under Section 611 of the Code, (3) any exclusion for interest
under Section 103 of the Codes and (4) any losses of a partnership as
reported on Schedule E of Form 1040);
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£
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2.
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I
am a natural person whose individual net worth (i.e., total assets in
excess of total liabilities), or joint net worth with my spouse, will at
the time of purchase of the Securities be in excess of
$1,000,000;
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£
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3.
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The
Investor is a trust, which trust has total assets in excess of $5,000,000,
which is not formed for the specific purpose of acquiring the Securities
being offered and whose purchase is directed by a sophisticated person as
described in Rule 506(b)(ii) of Regulation D and who has such knowledge
and experience in financial and business matters that he is capable of
evaluating the risks and merits of an investment in the
Securities;
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£
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4.
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The
Investor is an employee benefit plan within the meaning of Title I of the
Employee Retirement Income Security Act of 1974, and either (a) the
investment decision will be made by a plan fiduciary, as defined in
Section 3 (21) of such Act, which is either a bank, insurance company, or
a registered investment adviser; or (b) the employee benefit plan has
total assets in excess of $5,000,000; or (c) the employee benefit plan is
a self-directed plan, within the meaning of Title I of such act, and the
person directing the purchase is an Accredited Investor.
*
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£
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5.
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The
Investor otherwise satisfies the requirements of Section 501(a)(1), or
satisfying the requirements of Section 501(a)(2) or (3) of Regulation D
promulgated under the Act, which includes but is not limited to, a
self-directed employee benefit plan where investment decisions are made
solely by persons who are “Accredited Investors” as otherwise defined in
Regulation D;
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£
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6.
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I
am a Director or Executive Officer of a public
company
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£
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7.
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The
Investor is an entity (other than a trust) in which all of the equity
owners meet the requirements of at least one of the above
subparagraphs.
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The
undersigned has executed this Subscription Agreement this _________ day of
______________ 2009.
_______ X $.15 =
$__________
(Shares
being
purchased) (Subscription
Price) (Total Investment)
If the
Investor is a £
PARTNERSHIP, ( ) CORPORATION,
£
LIMITED LIABILITY COMPANY, or £
TRUST (check applicable):
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President
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(Print
Name of Entity or Individual))
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(Title)
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(Owner
Mailing Address)
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(Print
Name of Authorized Officer)
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by:
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(City) (State) (Zip)
Accepted
By:____________________________
President:
Or-Ion Products, Inc.
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(Signature)
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