EXHIBIT A
SUBSCRIPTION AGREEMENT
----------------------
Subscription Agreement (the "Agreement") made and entered into as of this
_____ day of ____________________, ________, between the person whose name
appears on the signature page hereof ("Subscriber") and FieldPoint Petroleum
Corporation, a Colorado corporation ("Company");
WITNESSETH:
In consideration of the mutual covenants hereinafter set forth, the parties
hereto agree as follows:
1. SUBSCRIPTION. The Subscriber hereby subscribes for and agrees to
purchase the number of shares of the Company's Common Stock, $.01 par
value, set opposite his name on the signature page hereof (the
"Shares") for the purchase price of Eighty Eight Cents ($.88) per
share, payable as hereinafter provided. The Subscriber hereby agrees
that this Agreement shall be irrevocable and survive the death or
legal incapacity of the Subscriber.
2. PAYMENT FOR SHARES. The purchase price for the Shares shall be paid
to the Company by the Subscriber contemporaneously with the execution
of this Agreement. No certificates representing the Shares shall be
issued or become issuable until the full amount of the above
subscription shall have been paid. In the event the subscription
price herein specified is not paid when due, the Company may at its
option cancel this subscription and this Agreement.
3. ACCEPTANCE OF SUBSCRIPTION. This Agreement shall be deemed to be
accepted by the Company when it is signed by an authorized officer of
the Company on behalf of the Company, it being provided that,
notwithstanding anything in this Agreement to the contrary, the
Company shall have no obligation to issue the Shares to the Subscriber
if the issuance of the Shares would constitute a violation of federal
or state securities laws.
4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents
and warrants to the Subscriber that:
a. The Company is duly incorporated, validly existing and in good
standing under the laws of its state of incorporation, with full
power and authority to conduct its business as it is currently
being conducted and to own its assets. The Company is duly
qualified to do business, and is in good standing as a foreign
corporation authorized to do business, in all jurisdictions in
which a failure to so qualify would have a material adverse
effect on the business condition (financial or otherwise),
earnings, properties, or results of operations of the Company,
and its subsidiaries, taken as a whole.
b. The Company has duly authorized the issuance and sale of the
Shares upon the terms of this Agreement by all requisite
corporate action.
c. The Shares have been duly authorized and, when issued and paid
for in accordance herewith, will be duly issued, fully paid and
nonassessable shares of the Company.
5. REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER. The Subscriber
hereby represents and warrants to and covenants with the Company and
to each officer, director and agent of the Company as follows:
a. General.
-------
i. The Subscriber has all requisite authority to enter into
this Agreement and to perform all the obligations required
to be performed by the Subscriber hereunder.
ii. The Subscriber is the sole party in interest and is not
acquiring the Shares as an agent or otherwise for any other
person.
iii. The Subscriber is a resident of the State of
____________________ .
b. Information Concerning the Company:
----------------------------------
i. The Subscriber is familiar with the business and financial
condition, properties, operations and prospects of the
Company, and, at a reasonable time prior to the execution of
this Agreement, has been afforded the opportunity to ask
questions of and receive satisfactory answers from the
Company's officers and directors, or other persons acting on
the Company's behalf, concerning the business and financial
condition, properties, operations and prospects of the
Company and concerning the terms and conditions of the
offering of the Shares and has asked such questions as he
desires to ask and all such questions have been answered to
the full satisfaction of the Subscriber.
ii. The Subscriber understands that the purchase of the Shares
involves various risks, including, among others, the
substantial risk that the Shares will become worthless due
to the failure of the Company in the future.
iii. No representations or warranties have been made to the
Subscriber by the Company as to the tax consequences of this
investment, or as to profits, losses or cash flow which may
be received or sustained as a result of this investment.
iv. All documents, records and books pertaining to a proposed
investment in the Shares which the Subscriber has requested
have been made available to the Subscriber.
c. Status of the Subscriber.
------------------------
The Subscriber is able to bear the economic risk of this
investment. The Subscriber has had the opportunity to consult
with the Subscriber's own attorney, accountant and/or purchaser
representative regarding the Subscriber's investment in the
Shares and their suitability for purchase by the Subscriber, and
to the extent necessary, the Subscriber has retained, at
Subscriber's own expense, and relied upon, appropriate
professional advice regarding the investment, tax and legal
merits, risks ad consequences of this Agreement and of purchasing
and owning the Shares.
d. Restrictions on Transfer or Sale of the Shares:
----------------------------------------------
i. The Subscriber is acquiring the Shares subscribed for solely
for the Subscriber's own beneficial account, for investment
purposes, and not with a view to or for resale in connection
with, any distribution of Shares. The Subscriber
understands that the offer and sale of the Shares has not
been registered under the Securities Act of 1933 (the
"Securities Act") or the securities laws of any state by
reason of specific exemptions under the provisions thereof
which depend in part upon the investment intent of the
Subscriber and of the other representations made by the
Subscriber in this Agreement. The Subscriber understands
that the Company is relying upon the representations,
covenants and agreements contained in this Agreement (and
any supplemental information) for the purpose of determining
whether this transaction meets the requirements for such
exemptions.
ii. The Subscriber understands that the Shares are "restricted
securities" under applicable federal securities laws and
that the Securities Act and the rules of the Securities and
Exchange Commission provide in substance that the Subscriber
may dispose of the Shares only pursuant to an effective
registration statement under the Securities Act or an
exemption therefrom, and the Subscriber understands that the
Company has no obligation or intention to register any of
the Shares purchased by the Subscriber thereunder or to take
action so as to permit sales pursuant to the Securities Act
(including Rule 144 thereunder). The Subscriber understands
that the Subscriber may not at any time demand the purchase
by the Company of the Subscriber's Shares.
iii. The Subscriber agrees: (A) that the Subscriber will not
sell, assign, pledge, give, transfer or otherwise dispose of
the Shares or any interest therein, or make any offer or
attempt to do any of the foregoing, except (i) pursuant to a
registration of the Shares under the Securities Act and all
applicable state securities laws or in a transaction which
is exempt from the registration provisions of the Securities
Act and all applicable state securities laws, and (ii) in
accordance with the stock transfer restrictions described in
Section 6 hereof; (B) that the Company and any transfer
agent for the Shares shall not be required to give effect to
any purported transfer of any of the Shares except upon
compliance with the foregoing restrictions; and (C) that
legends in substantially the following form will be placed
on the certificates representing the Shares:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN TAKEN
WITHOUT A VIEW TO THE DISTRIBUTION THEREOF WITHIN THE
MEANING OF THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY
NOT BE SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF
EXCEPT IN ACCORDANCE WITH SUCH ACT AND THE RULES AND
REGULATIONS THEREUNDER AND IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS. THE COMPANY WILL NOT TRANSFER SUCH
SHARES EXCEPT UPON RECEIPT OF A FAVORABLE OPINION OF ITS
COUNSEL AND/OR EVIDENCE SATISFACTORY TO THE COMPANY THAT THE
REGISTRATION PROVISIONS OF SUCH ACT HAVE BEEN COMPLIED WITH
OR THAT SUCH REGISTRATION IS NOT REQUIRED AND THAT SUCH
TRANSFER WILL NOT VIOLATE ANY APPLICABLE STATE SECURITIES
LAWS.
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A
RIGHT OF FIRST REFUSAL GRANTED TO THE COMPANY IN THE BYLAWS
OF THE COMPANY. A COPY OF SUCH BYLAW PROVISIONS WILL BE
FURNISHED TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT
CHARGE UPON WRITTEN REQUEST MADE TO THE COMPANY AT ITS
PRINCIPAL PLACE OF BUSINESS OR ITS REGISTERED OFFICE.
iv. The Subscriber has not offered or sold any portion of the
subscribed for Shares and has no present intention of
dividing such Shares with others or of reselling or
otherwise disposing of any portion of such Shares either
currently or after the passage of a fixed or determinable
period of time or upon the occurrence or nonoccurrence of
any predetermined event or circumstance.
6. ADOPTION OF STOCK TRANSFER RESTRICTIONS. The Subscriber, by execution
hereof, does hereby adopt, accept and agree to be bound by the terms
and provisions of the stock transfer restrictions contained in the
bylaws of the Company, a copy of which bylaws have been reviewed by
the Subscriber.
7. NOTICES. All notices and other communications provided for herein
shall be in writing and shall be deemed to have been duly given if
delivered personally or sent by registered or certified mail, return
receipt requested, postage prepaid:
a. To the Company at the following address:
FieldPoint Petroleum Corporation
X.X. Xxx 000000
Xxxxxx, XX 00000
b. To the Subscriber at the following address:
J. Xxxxx Xxxx
0000 San Jacinto Center
00 Xxx Xxxxxxx Xxxxxxxxx
Xxxxxx, XX 00000-0000
8. ASSIGNABILITY; AMENDMENT. This Agreement is not assignable by the
Subscriber, and may not be modified, waived or terminated except by an
instrument in writing signed by the party against whom enforcement of
such modification, waiver or termination is sought.
9. BINDING EFFECT. Except as otherwise provided herein, this Agreement
shall be binding upon and inure to the benefit of the parties and
their heirs, executors, administrators, successors, legal
representatives and assigns, and the agreements, representations,
warrantee and acknowledgments contained herein shall be deemed to be
made by and be binding upon such heirs, executors, administrators,
successors, legal representatives and assigns.
10. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of
the Subscriber and the Company relating to the matters contained
herein, superseding all prior contract or agreements, whether oral or
written.
11. GOVERNING LAW. This Agreement shall be governed and controlled as to
validity, enforcement, interpretation, construction and effect and in
all other aspects by the substantive laws of the State of Texas,
without reference to conflicts of laws principles. Venue for all
purposes hereunder shall be Xxxxxx County, Texas.
12. SEVERABILITY. If any provisions of this Agreement or the application
thereof to any Subscriber or circumstance shall be held invalid or
unenforceable to any extent, the remainder of this Agreement and the
applicability of such provision to other subscriptions or
circumstances shall not be affected thereby and shall be enforced to
the greatest extent permitted by law.
13. HEADINGS. The headings in this Agreement are inserted for convenience
and identification only and are not intended to describe, interpret,
define, or limit the scope, extent or intent of this Agreement or any
provision hereof.
IN WITNESS WHEREOF, the undersigned Subscriber has executed this Agreement
as of the date and year first above written.
THE COMPANY:
FIELDPOINT PETROLEUM CORPORATION
By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------
SUBSCRIBER:
-----------------------------------
Name: J. Xxxxx Xxxx
Number of Shares Subscribed: ______
