Exhibit 2
IMPERIAL PETROLEUM RECOVERY CORPORATION
PURCHASE AGREEMENT
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Imperial Petroleum Recovery Corporation
0000-X Xxxxxxxxxxx Xxxxx
Xxx Xxxxx, XX 00000
Ladies and Gentlemen:
The undersigned (hereinafter the "Subscriber") hereby subscribes to
purchase 292,276 shares of the Common Stock in Imperial Petroleum Recovery
Corporation, a Nevada Corporation (the "Company"), at a price of $2.138 per
share. (The Subscriber will also be entitled to receive, for no additional
payment, either (a) an additional 97,425 Shares or (b) a Warrant valued at
$156,250 to expire no sooner than four years from date of issue, to purchase an
additional number of Shares at $3.00 per share or other mutually-agreeable
price, such additional number to be the greatest number of Shares which can be
determined for such Warrant, as a result of a Subscriber-funded valuation
performed as of June 24, 1999 by a mutually-agreeable expert in the valuation of
Warrants (x.x. Xxxxxxxx & Xxxxxxx). The Company will deliver the additional
97,425 Shares 20 days after the Warrant valuation has been provided to both
parties, unless the Subscriber has previously elected in writing to receive the
Warrant. The Shares of Common Stock and the shares underlying the Warrant will
be entitled to registration rights after the minimum time required by law or
federal regulation.) The Subscriber hereby delivers a check or money order for
$625,000 payable to the order of IMPERIAL PETROLEUM RECOVERY CORPORATION.
Each part of the Purchaser's Questionnaire must be completed by the
Subscriber and, by Subscriber's execution below, Subscriber acknowledges that he
or she understands that the Company is relying upon the accuracy and
completeness hereof in complying with its obligations under applicable
securities laws. One of the purposes of this Purchaser's Questionnaire is to
assure Company that each prospective Subscriber meets the suitability standards
established by the Company for purchasers in this offering.
PLEASE READ AND COMPLETE EACH RESPONSE :
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1. I have received and read the Company's most recent 10K, 10Q and
press releases ("Information") and am familiar with the terms and provisions
thereof. I acknowledge that I have not relied upon any information which is not
set forth in the Information or included as an Exhibit thereto or provided to me
by the company in response to a request for such documents. Other than the
Information and Exhibits thereto, I have relied upon the following documents
requested from the company and provided to me for purposes of making my decision
to invest in the Shares:
n/a prh
2. I have such knowledge and experience in business and financial
matters that I am capable of evaluating the Company and the proposed activities
thereof, and the risks and merits of this prospective investment.
prh
3. I am an "accredited investor," as that term is defined in Rule 501
of Regulation D adopted under the Act. Specifically, I come within the following
category of that definition (check one and complete the blanks as applicable):
(a) ______ I am an institutional investor within the meaning of Rule
501(a)(1) of Regulation D of the Act, with total assets of $_______.
(b) ______ I am a private business development company as defined in
Section 202(a)(22) of the Investment Advisors Act of 1940.
(c) _______I am a tax exempt organization described in Section
501(c)(3) of the Internal Revenue Code, with total assets of $______.
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(d) ________ I am an officer or director of IMPERIAL PETROLEUM RECOVERY
CORPORATION. My capacity is ____________.
(e) _____X____ I am a natural person whose present net worth (or whose
joint net worth of my spouse and me) exceeds $1,000,000.
(f) __________ I am a natural person who had individual income in
excess of $200,000 in each of the last two years (1997 and 1998), and I
reasonably expect to have an income in excess of $200,000 in the current year
(1999). I expect my income during 1999 to be approximately $_______.
or
_______ I am a natural person who (together with my spouse) had joint
income in excess of $300,000 in each of the last two years (1997 and 1998), and
we reasonably expect to have joint income in excess of $300,000 in the current
year (1999). I expect our income during 1999 to be approximately $______.
(g) _________ I am a trust with total assets of $5,000,000 whose
purchase of the securities is directed by a sophisticated person as described in
Rule 506(b)(c)(ii) of Regulation D.
(h) _____X_____ I am an entity, all of whose equity owners are
accredited investors under paragraphs (a), (b), (c), (d), (e) or (g) above.
4. I understand that Regulation D requires that you have information
which causes you to have a reasonable belief that the statement in the foregoing
paragraph 3 is correct. Thus, if you care to do so, you may contact my banker,
my accountant or other person who I designate below to corroborate the above.
The name and telephone number of:
(a) My banker is Xxxx Xxxx, Cumorah Credit Union 735-2181
(b) My accountant is Xxxx Xxxxxxxx 000-000-0000 and
(c) Other reference is Xxxx Xxxx, Attorney 000-000-0000.
5. I have a pre-existing personal or business relationship with the
Company or one or more of the officers, directors, or controlling persons of the
Company, and as a result of such relationship, I am capable of protecting my own
interests in connection with my proposed investment.
X YES ________NO
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If yes, please explain this relationship.
Personal acquaintance with Xxxxx Xxxxxxxxx
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6. I have previously been advised that I would have an opportunity to
review all the pertinent facts concerning the Company and to obtain any
additional information which I might request, to the extent possessed or
obtainable without unreasonable effort and expense, in order to verify the
accuracy of information contained in the Information and Exhibits thereto.
prh
7. (a) I would like the Company to contact me in person or by telephone
before accepting my subscription so that I may further avail myself of the
opportunity for additional information and the opportunity to ask additional
questions of the Company. (If "Yes," the Company will contact you).
_______ YES ____X____ NO
(b) If "Yes", please attach your written statement to this Purchase
Agreement which sets forth the general nature of the information desired and
then state your Business Phone No. (_____) ___________, and Residence Phone No.
(____) --- _________, where the Company can contact you immediately. -
8. I understand that the Shares have not been registered under the
Securities Act, in reliance upon the exemptions from the registration
requirements under the Act pursuant to Sections 4(2) and 4(3) under the Act, and
Rule 506 of Regulation D of the Act, and that the Shares have not been
registered under any blue sky or state securities laws; and, therefore, that I
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must bear the economic risk of the investment for an indefinite period of time
since the Shares cannot be sold, transferred or assigned to any person or entity
without compliance with the provisions of the Act and applicable state blue sky
or securities laws. prh
9. I have adequate means of providing for my current needs and personal
contingencies and have no need for liquidity in this investment in order to meet
such needs.
xxx
00. I represent that:
(Initialing below Paragraph (h) of this Section is an acknowledgment of all
representations contained in this Section (10).)
(a) I understand that the Shares being purchased hereunder have not
been registered under the Act or any state securities laws.
(b) I understand that I cannot sell or otherwise transfer the Shares
being purchased hereunder unless they are registered under the Act and
applicable state securities laws, or exemptions from such registration are
available at the time of the sale.
(c) I understand that I must bear the economic risk of the investment
in the Shares for an indefinite period of time because, as described in
Paragraph 10(a) above, the Shares have not been registered under the Act or any
state securities laws.
(d) I understand that the Company has a limited operating history and
that an investment in the Shares is speculative in nature and involves a
substantial degree of risk. I understand that I may lose my entire investment.
(e) I will not sell the Shares being purchased hereunder without
registration under the Act and applicable state securities laws or unless an
exemption from such registration requirements is available. I understand that
the burden will be upon me to prove the availability of such an exemption.
(f) I understand that the Company will restrict the transfer of the
Shares in accordance with the foregoing representations.
(g) I agree that all certificates representing Shares of the Company
will contain or be endorsed with the following (or a substantially equivalent)
legends:
The securities represented by this Certificate have not been
registered under the Securities Act of 1933 (the "Act") and are
"restricted securities" as that term is defined in Rule 144 under
the Act. The securities may not be offered for sale, sold or
otherwise transferred except pursuant to an effective registration
statement under the Act or pursuant to an exemption from
registration under the Act, the availability of which is to be
established to the satisfaction of the Company.
(h) I understand that there is no assurance that a public market for
the Shares will continue to exist.
xxx
00. I represent that I am the sole party in interest as to my
subscription and am acquiring the Shares solely for investment for my own
account and have no present agreement, understanding, arrangement, or intent to
subdivide, sell, assign, transfer or otherwise dispose of all or any part of my
Shares to any other person.
xxx
00. I represent that I have not distributed the Information and
Exhibits thereto (or any other documents provided to me by the Company) to
anyone other than my personal advisors (e.g., investment advisors, attorney
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and/or accountant), and that I have not allowed any other person to review those
documents.
prh
13. If an individual, I am over 21 years of age and I am a resident of
the United States.
xxx
00. If the prospective Subscriber is a partnership, joint venture,
corporation, trust, or other entity not a natural person, I represent and
warrant that such entity was not formed for purposes of investing in the Shares.
xxx
00. I am not affiliated with an NASD member broker/dealer firm as an
employee, partner or shareholder or as a relative or member of the same
household of any employee, partner or shareholder of an NASD member
broker/dealer firm, except as described below:
I am not affiliated with a NASD member. _______ (Initial)
or
I have the following affiliations to NASD member(s):
(describe, including name and address of firm, individual members and nature of
affiliation(s)):
Employee of Zions Bancorporation, I am a Registered Municipal Principal (Series
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(53)
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16. I recognize that the sale of the Units to me will be based upon my
representations and warranties set forth herein above and the statements made by
me herein and I hereby agree to indemnify the Company and each of its officers,
directors, controlling persons, attorneys and agents, and to hold each of them
harmless from and against any and all loss, damage, liability or expense,
including costs and reasonable attorney's fees, to which they may be put or
which they may incur by reason of, or in connection with, any misrepresentation
made by me in this Purchase Agreement, any breach by me of my warranties and/or
failure by me to fulfill any of my covenants or agreements set forth herein or
arising out of the sale or distribution of any Shares by me in violation of the
Act, or any other applicable securities or "blue sky" laws.
prh
IN WITNESS WHEREOF, subject to acceptance by the Company, the undersigned has
completed this Purchaser's Questionnaire to evidence his or her subscription to
Shares of IMPERIAL PETROLEUM RECOVERY CORPORATION as offered by the Information
and Exhibits thereto, as of this 24 day of June, 1999.
Amount of Commitment
$625,000.00
for 292,276 Shares
Checks should be made payable to: IMPERIAL PETROLEUM RECOVERY CORPORATION.
Xxxxxxx Family Trust
By Xxxx X. Xxxxxxx
Residence Address: Telephone Numbers:
(Include Zip Code) (Include Area Codes)
7 Larkside Court Business 702-796-7080
Xxxxxxxxx, XX 00000 Residence 000-000-0000
Mailing Address: S.S. Number: ______________
Date of Birth: ______________
(If different )
Citizenship: USA
ACCEPTED FOR 292,276 Shares
IMPERIAL PETROLEUM RECOVERY CORPORATION
By: C. Xxxxx Xxxxxxxxx
Title: President
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