SUBSCRIPTION AGREEMENT
Exhibit 99.1
BOOMER VENTURES, INC.
The undersigned (the "Purchaser") hereby irrevocably subscribes for and agrees to purchase the number of shares of common stock in the capital of Boomer Ventures Inc. (the “Company”), a Nevada company, disclosed on page 4 of this Agreement at a price of US$0.20 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.
| 1. | Terms. The Company is offering a maximum of 500,000 shares of common stock (the “Offering”). There is no minimum number of shares that must be sold for the Offering to close. |
This Offering will be completed when all 500,000 shares of common stock have been sold, or within 180 days of the effectiveness date of this prospectus, unless extended by our Board of Directors for an additional 180 days.
All subscription agreements and checks for payment of shares are irrevocable.
The Company will deliver stock certificates for shares of common stock purchased directly to the purchasers within 14 days of the close of this Offering or as soon thereafter as practicable.
| 2. | Purchaser’s Representation and Warranties. 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 a resident of the State/Country ___________________; (Print name of State/Country)
B.
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;
C. The Purchaser agrees not to engage in hedging transactions with regard to the Shares unless in compliance with the Act;
| 3. Company Representations. 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 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:
a) May only be modified by a written instruction executed by the Purchaser and the Company;
b) Sets forth the entire agreement of the Purchaser and the Company with respect to the subject matter hereof; and
c) Shall enure to the 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, money order or bank draft in the sum of $ ____________(U.S.) made payable to the Company.
DATED: _________________________
(sign below if Subscriber is an individual)
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SIGNED, SEALED AND DELIVERED by the Subscriber in the presence of:
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) ) ) ) ) ) ) ) ) ) ) ) |
Signature of the Subscriber
Printed Name of Subscriber
Residential Address of Subscriber
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(sign below if Subscriber is a corporation)
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EXECUTED by ___________________________ in the presence of:
Witness |
) ) ) ) ) ) ) |
___________________________ per:
Authorized Signatory |
Acceptance by the Company
This Agreement is accepted by the Company as of the ____ day of _________, .
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per:
Authorized Signatory |
