THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 (THE "ACT"), AND ARE PROPOSED TO BE
ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED
UNDER THE ACT. UPON ANY SALE, SUCH SECURITIES MAY NOT BE
REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT
IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO
AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING
TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED
UNLESS IN COMPLIANCE WITH THE ACT.
SUBSCRIPTION AGREEMENT
CROSSNET VENTURES, INC.
SUBSCRIPTION AGREEMENT made as of this _____ day of December, 1999
between CROSSNET VENTURES, INC., a Nevada corporation with its
registered office at 000 Xxxxxxxxxx Xxxxxx Xxxxx, Xxxxx 0000, Xxx
Xxxxx, Xxxxxx 00000 (the "Company") and the undersigned (the
"Subscriber").
WHEREAS:
A. The Company desires to issue a maximum of 1,000,000
shares of common stock of the Company at a price of $0.65
US per share (the "Offering") pursuant to Regulation S of
the United States Securities Act of 1933 (the "Act").
B. The Subscriber desires to acquire the number of shares of
the Offering set forth on the signature page hereof (the
"Shares") on the terms and subject to the conditions of
this Subscription Agreement.
C. The Subscriber has received and has had opportunity to
review the Company's disclosure statement dated December
20, 1999 (the "Disclosure Statement").
NOW, THEREFORE, for and in consideration of the premises and the
mutual covenants hereinafter set forth, the parties hereto do
hereby agree as follows:
1. SUBSCRIPTION FOR SHARES
1.1 Subject to the terms and conditions hereinafter set
forth, the Subscriber hereby subscribes for and agrees to purchase
from the Company such number of Shares as is set forth upon the
signature page hereof at a price equal to $0.65 US per Share. Upon
execution, the subscription by the Subscriber will be irrevocable.
1.2 The purchase price is payable by the Subscriber
contemporaneously with the execution and delivery of this
Subscription Agreement.
1.3 Upon execution by the Company, the Company agrees to sell
such Shares to the Subscriber for said purchase price subject to
the Company's right to sell to the Subscriber such lesser number of
Shares as it may, in its sole discretion, deem necessary or
desirable.
1.4 Any acceptance by the Company of the Subscriber is
conditional upon compliance with all securities laws and other
applicable laws of the jurisdiction in which the Subscriber is
resident. Each Subscriber will deliver to the Company all other
documentation, agreements, representations and requisite government
forms required by the lawyers for the Company as required to comply
with all securities laws and other applicable laws of the
jurisdiction of the Subscriber. The Company will not grant any
registration or other qualification rights to any Subscriber.
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2. REGULATION S AGREEMENTS OF THE SUBSCRIBER
2.1 The Subscriber agrees to resell the Shares only in
accordance with the provisions of Regulation S of the Act pursuant
to registration under the Act, or pursuant to an available
exemption from registration pursuant to the Act.
2.2 The Subscriber agrees not to engage in hedging
transactions with regard to the Shares unless in compliance with
the Act.
2.3 The Subscriber acknowledges and agrees that all
certificates representing the Shares will be endorsed with the
following legend in accordance with Regulation S of the Act:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
(THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON
AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER
THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR
SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF REGULATION S,
PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT,
OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS
INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS
IN COMPLIANCE WITH THE ACT"
2.4 The Subscriber and the Company agree that the Company
will refuse to register any transfer of the Shares not made in
accordance with the provisions of Regulation S of the Act, pursuant
to registration under the Act, or pursuant to an available
exemption from registration.
3. REPRESENTATIONS AND WARRANTIES BY SUBSCRIBER
3.1 The Subscriber represents and warrants to the Company and
acknowledges that the Company is relying upon the Subscriber's
representations and warranties in agreeing to sell the Shares to
the Subscriber that:
(A) The Subscriber is not a "U.S. Person" as defined by
Regulation S of the Act and is not acquiring the Shares
for the account or benefit of a U.S. Person.
A "U.S. Person" is defined by Regulation S of the Act to
be any person who is:
(i) any natural person resident in the United States;
(ii) any partnership or corporation organized or
incorporated under the laws of the United States;
(iii) any estate of which any executor or administrator is
a U.S. person;
(iv) any trust of which any trustee is a U.S. person;
(v) any agency or branch of a foreign entity located in
the United States;
(vi) any non-discretionary account or similar account
(other than an estate or trust) held by a dealer or
other fiduciary organized, incorporate, or (if an
individual) resident in the United States; and
(vii) any partnership or corporation if:
1. organized or incorporated under the laws of any
foreign jurisdiction; and
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2. formed by a U.S. person principally for the
purpose of investing in securities not registered
under the Act, unless it is organized or
incorporated, and owned, by accredited investors [as
defined in Section 230.501(a) of the Act] who are
not natural persons, estates or trusts.
(B) The Subscriber recognizes that the purchase of Shares
involves a high degree of risk in that the Company has
only recently commenced its proposed business and may
require substantial funds in addition to the proceeds of
this private placement;
(C) An investment in the Company is highly speculative and
only investors who can afford the loss of their entire
investment should consider investing in the Company and
the Shares;
(D) The Subscriber has had full opportunity to review the
Company's Disclosure Statement and additional information
regarding the business and financial condition of the
Company with the Subscriber's legal and financial
advisers prior to execution of this Subscription
Agreement;
(E) The Subscriber has such knowledge and experience in
finance, securities, investments, including investment in
non-listed and non registered securities, and other
business matters so as to be able to protect its
interests in connection with this transaction.
(F) The Subscriber acknowledges that no market for the Shares
presently exists and none may develop in the future and
accordingly the Subscriber may not be able to liquidate
its investment.
(G) The Subscriber hereby acknowledges that this offering of
Shares has not been reviewed by the United States
Securities and Exchange Commission (the "SEC") and that
the Shares are being issued by the Company pursuant to an
exemption from registration provided by Regulation S
pursuant to the United States Securities Act.
(H) The Subscriber is acquiring the Shares as principal for
the Subscriber's own benefit;
(I) The Subscriber is not aware of any advertisement of the
Shares.
(J) The Subscriber is acquiring the Shares subscribed to
hereunder as an investment for the Subscriber's own
account, not as a nominee or agent, and not with a view
toward the resale or distribution of any part thereof,
and the Subscriber has no present intention of selling,
granting any participation in, or otherwise distributing
the same;
(K) The Subscriber does not have any contract, undertaking,
agreement or arrangement with any person to sell,
transfer or grant participation to such person, or to
any third person, with respect to any of the Shares sold
hereby;
(L) The Subscriber has full power and authority to enter into
this Agreement which constitutes a valid and legally
binding obligation, enforceable in accordance with its
terms;
(M) Subscriber can bear the economic risk of this investment,
and was not organized for the purpose of acquiring the
Shares;
(N) The Subscriber has satisfied himself or herself as to the
full observance of the laws of his or her jurisdiction in
connection with any invitation to subscribe for the
Shares and/or any use of this Agreement, including (i)
the legal requirements within his/her jurisdiction for
the purchase of the Shares, (ii) any foreign exchange
restrictions applicable to such purchase, (iii) any
governmental or other consents that may need to be
obtained, and (iv) the income tax and other tax
consequences, if any, that may be relevant to the
purchase, holding, redemption, sale, or transfer of the
Shares.
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4. REPRESENTATIONS BY THE COMPANY
4.1 The Company represents and warrants to the Subscriber
that:
(A) The Company is a corporation duly organized, existing and
in good standing under the laws of the State of Nevada
and has the corporate power to conduct the business which
it conducts and proposes to conduct.
(B) Upon issue, the Shares will be duly and validly issued,
fully paid and non-assessable common shares in the
capital of the Company.
(C) The issued and outstanding shares of the Company consists
of 9,000,000 shares of the Company's common stock prior
to the completion of the issue of any shares of the
Company's common stock pursuant to this Offering.
5. TERMS OF SUBSCRIPTION
5.1 Pending acceptance of this subscription by the Company,
all funds paid hereunder shall be deposited by the Company and
immediately available to the Company for the purposes set forth in
the disclosure statement. In the event the subscription is not
accepted, the subscription funds will constitute a non-interest
bearing demand loan of the Subscriber to the Company.
5.2 The Subscriber hereby authorizes and directs the Company
to deliver the securities to be issued to such Subscriber pursuant
to this Subscription Agreement to the Subscriber's address
indicated herein.
5.3 The Subscriber acknowledges and agrees that the
subscription for the Shares and the Company's acceptance of the
subscription is not subject to any minimum subscription for the
Offering.
6. MISCELLANEOUS
6.1 Any notice or other communication given hereunder shall
be deemed sufficient if in writing and sent by registered or
certified mail, return receipt requested, addressed to the Company,
at its registered office, at 000 Xxxxxxxxxx Xxxxxx Xxxxx, Xxxxx
0000, Xxx Xxxxx, Xxxxxx 00000, Attention: Mr. Xxxxx Xxxxxxx,
President, and to the Subscriber at his address indicated on the
last page of this Subscription Agreement. Notices shall be deemed
to have been given on the date of mailing, except notices of change
of address, which shall be deemed to have been given when received.
6.2 Notwithstanding the place where this Subscription
Agreement may be executed by any of the parties hereto, the parties
expressly agree that all the terms and provisions hereof shall be
construed in accordance with and governed by the laws of the State
of Nevada.
6.3 The parties agree to execute and deliver all such further
documents, agreements and instruments and take such other and
further action as may be necessary or appropriate to carry out the
purposes and intent of this Subscription Agreement.
7. REPRESENTATIONS BY BRITISH COLUMBIA RESIDENTS
7.1 If the Subscriber is a resident of Canada, the Subscriber
represents to the Company that the Subscriber is a resident of the
Province of British Columbia and the Subscriber is (Residents of
British Columbia must circle one, as appropriate, and add the name
of the senior officer or director of the Company):
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(i) a spouse, parent, brother, sister or child of
_______________________, a senior officer or director of
the Company ;
(ii) a close friend or business associate of
_________________________, a senior officer or director
of the Company , or
(iii) a company, all of the voting securities of which are
beneficially owned by one or more of a spouse, parent,
brother, sister, child or close personal friend or
business associate of ____________________, a senior
officer or director of the Company.
IN WITNESS WHEREOF, this Subscription Agreement is executed as of
the day and year first written above.
Number of Shares Subscribed For: common shares
Signature of Subscriber:
Name of Subscriber:
Address of Subscriber:
Subscriber's Social Security Number:
ACCEPTED BY:
CROSSNET VENTURES, INC.
Signature of Authorized Signatory:
Name of Authorized Signatory:
Position of Authorized Signatory:
Date of Acceptance:
