SUBSCRIPTION AGREEMENT
EXHIBIT
10.5
HQHealthQuest
Medical & Wellness Center, Ltd.
c/o
Xxxxxxx Xxxxx
0000 Xxx
Xxxx Xxxxx
Xxxxx, XX
00000
Ladies
and Gentlemen:
This
letter shall serve as the agreement of the undersigned subscriber (the
“Subscriber”) to acquire shares of the Class A Convertible Preferred Stock
(“Stock”) in HQHealthQuest Medical & Wellness Center, Ltd., an Oklahoma
corporation (herein referred to as the “Company”).
The
subscription (“Subscription”) of the Subscriber in the Company is $____________
which will entitle the Subscriber to _____________
( )
shares of Stock and the Subscriber hereby tenders funds in the full amount due
for the Subscription. The Company has the right to utilize all
amounts received for Subscriptions immediately upon receipt, for general
corporate purposes and for the purposes set forth in the Company=s
Confidential Business Presentation dated March 2005 (the “APlan”).
The
Company intends to utilize the proceeds of the Subscription to finance
activities associated with implementing the proposed business plan of the
Company as more fully described in the Plan. Prior to investing
herein, each Subscriber has been provided a copy of the Plan and all exhibits
thereto. Subscribers should review the Plan and the exhibits thereto
to familiarize themselves with the anticipated operations and projections of, as
well as the risks associated with an investment in, the
Company. However, Subscribers acknowledge that the proposed
activities (including but not limited to the financial projections) described in
the Plan are tentative, still being formulated and subject to change without
notice.
As a
condition to investing in the Company, the undersigned Subscriber hereby
represents that the undersigned: (i) has received a copy of the
Shareholders’ Agreement entered among the Company and the shareholders of the
Company on February 8, 2005 (the “Agreement”); (ii) has had sufficient
opportunity to obtain legal counsel in regard to the Agreement; (iii) approves
the terms and conditions in the Agreement; and (iv) agrees to execute
an Addendum to that Agreement reflecting the undersigned’s agreement be bound by
the terms of the Shareholders’ Agreement.
As an
additional condition to investing in the Company, the undersigned Subscriber
hereby further represents as follows:
l. The
Subscriber has received a copy of the Plan, and by reason of such material and
as a result of the undersigned’s prior relationship with, and ability to meet
with and ask questions of, the Company’s management, the undersigned is familiar
with the Company and understands that it has only recently been formed, that it
commenced operations in September of 2005, and has fully considered for purposes
of this investment the risks associated therewith. Specifically, the
Subscriber has considered (a) the speculative nature of both the Subscription
and the acquisition of the Stock as an investment, which involve a risk of loss
by the undersigned of the undersigned’s entire investment therein; (b) there
will be no public market for the Stock, there will be substantial restrictions
on the transferability of the Stock, and, therefore, it may be difficult or
impossible at times for the undersigned to liquidate any investment in the
Company; and (c) the Company has a very brief operating history and no net
income.
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2. The
undersigned is aware that no federal or state agency has made any review of the
Company or its operations or any fact related to the Company=s
private placement of the Stock, or any findings or determination as to the
fairness of the terms of the Stock as an investment, the adequacy of the
disclosure of information provided to the undersigned, nor any recommendation or
endorsement of the Stock as an investment, and the undersigned must forego the
security, if any, that such a review would provide.
3. The
undersigned, if an individual, satisfies one or more of the criteria specified
below (please check
appropriate space):
____ (a) The
undersigned (i) is at least 21 years of age and a bona fide resident of the
State of ______________ and has no present intention of becoming a resident of
any other state or jurisdiction; and (ii) either (x)
has a personal net worth, or joint net worth with the undersigned’s spouse
(including home, furnishings and automobiles) in excess of $1,000,000; or (y) has had
individual income in excess of $200,000 in each of the past two years and
reasonably expects income in excess of $200,000 in the current year, or joint
income with the undersigned’s spouse in excess of $300,000 in each of those
years and a reasonable expectation of reaching the same income level in the
current year; or
____ (b) The
undersigned is (i) is at least 21 years of age and a bona fide resident of the
State of _____________, and has no present intention of becoming a resident of
any other state or jurisdiction; and (ii) either (x)
has a personal net worth, or joint net worth with the undersigned’s spouse
(including home, furnishings and automobiles) in excess of $500,000; or (y) has had
individual income in excess of $100,000 in each of the past two years and
reasonably expects income in excess of $100,000 in the current year, or joint
income with the undersigned’s spouse in excess of $200,000 in each of those
years and a reasonable expectation of reaching the same income level in the
current year; and (iii) the
investment in the Stock by the undersigned does not exceed 10% of the
undersigned=s
personal net worth or joint net worth with the undersigned=s
spouse.
The
undersigned, if signing other than on his of her own behalf, represents that the
entity on whose behalf the investment in the Company is being made, satisfies
one or more of the following:
____ (c) The
undersigned is an organization described in Section 501(c)(3) of the Internal
Revenue Code, a corporation, a Massachusetts or similar business trust, or
partnership, not formed for the specific purpose of acquiring the interests in
the Company offered, with total assets in excess of $5,000,000;
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____ (d) The
undersigned is bank as defined in Section 3(a)(2) of the Securities Act of 1933,
as amended, or a savings and loan association ad defined in Section 3(a)(5)(A)
of such Act;
____ (e) The
undersigned is an insurance company as defined in Section 2(13) of the
Securities Act of 1933, as amended;
____ (f) The
undersigned is an investment company registered under the Investment Company Act
of 1940 or a business development company as defined in Section 2(a)(48) of that
Act;
____ (g) The
undersigned is a Small Business Investment Company licensed by the U. S. Small
Business Administration under Section 301(c) or (d) of the Small Business
Investment Act of 1958;
____ (h) The
undersigned is a “private business development company” as defined in Section
202(a)(22) of the Investment Advisors Act of 1940;
____ (i) The
undersigned is a trust, with total assets in excess of $5,000,000, not formed
for the specific purpose of acquiring the securities offered, whose purchase is
directed by a person of such knowledge and experience in financial and business
matters that he or she is capable of evaluating the merits and risks of the
prospective investment;
____ (j) The
undersigned is an entity in which all of the equity owners are entities or
individuals designated under the above subparagraphs.
4. The
undersigned recognizes and acknowledges the speculative nature and risks of loss
associated with business investments in general and that the Stock constitutes
an investment which is suitable and consistent with the Subscriber’s overall
investment program and that the Subscriber’s financial situation enables the
Subscriber to bear the risks of this investment for an indefinite period of
time, which may include the total loss of all contributions made to the
Company. The undersigned is acquiring the Stock solely for the
Subscriber’s own account, and not with the intent to transfer or assign the
Stock.
5. THE
SECURITIES REPRESENTED BY THE STOCK HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 OR UNDER THE OKLAHOMA SECURITIES ACT OR ANY OTHER STATE
SECURITIES LAW, AND SUCH SECURITIES MAY NOT BE RESOLD, ASSIGNED OR TRANSFERRED
BY A PURCHASER THEREOF WITHOUT BEING REGISTERED UNDER THE SECURITIES ACT OF
1933, THE OKLAHOMA SECURITIES ACT AND ANY OTHER APPLICABLE STATE SECURITIES LAW
OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE IN THE OPINION OF COUNSEL
TO THE COMPANY. THIS IS A LIMITED OFFERING TO BE MADE ONLY PURSUANT
TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT OF 1933 AND APPLICABLE STATE
SECURITIES LAWS. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR
ANY STATE AGENCY HAS PASSED UPON THE VALUE OF THESE SECURITIES, APPROVED OR
DISAPPROVED THIS OFFERING OR PASSED UPON THE ADEQUACY OR ACCURACY OF ANY
INFORMATION PROVIDED TO THE UNDERSIGNED.
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6. In
making the undersigned’s decision to invest in the Company, the Subscriber has
relied upon independent investigations made by the Subscriber or the
Subscriber’s representatives, including professional tax and business advisors,
and the Subscriber and such representatives have been given the opportunity to
examine all relevant documents and to ask questions of, and to receive answers
from, the management of the Company or any person(s) acting on the Company’s
behalf concerning the terms and conditions of the offering or any other matter
related to the Company, and to obtain any additional information necessary to
verify the accuracy of the information sought.
7. The
undersigned acknowledges that the Company and its management will rely upon the
representations, warranties, agreements and understandings made herein in its
decision whether to accept the Subscription of the undersigned and that the
foregoing representations, warranties, agreements and understandings shall
survive the issuance of the Stock.
SIGNED to
be delivered in Tulsa, Oklahoma, this ____ day of ____________,
2006.
| Signature | ||||
| address | ||||
| Please Print Name | ||||
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Indicate how you
prefer the stock to be titled
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| Signature of Spouse | ||||
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(necessary
only if you desire for the Stock to be held jointly with your
spouse)
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| Please Print Spouse’s Name | ||||
| Social Security or Tax Identification Number | Spouse's Social Security Number (necessaryonly if the Stock will also be | |||
| held in spouse’s name) | ||||
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(Please
print or type the exact name or names in which the Company shall record
the Stock on its books)
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