GOLDEN EAGLE
INTERNATIONAL, INC.
THE
COMMON STOCK BEING OFFERED BY GOLDEN EAGLE INTERNATIONAL, INC. HEREUNDER HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE BLUE SKY OR
SECURITIES LAWS AND IS OFFERED UNDER AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF SUCH
LAWS. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF
EXCEPT IN COMPLIANCE WITH THE RESTRICTIONS ON TRANSFER CONTAINED IN THIS STOCK
SUBSCRIPTION AGREEMENT AND APPLICABLE FEDERAL AND STATE SECURITIES LAWS.
NOTE:
By considering an investment in Golden Eagle International, Inc., as described herein, you
are representing, and by executing this Subscription Agreement, you represent and warrant,
that you are an “accredited investor” as that term is defined in Section
2(a)(15) of the Federal Securities Act of 1933 (the “1933 Act”) and Rule 215
thereunder, and in Rule 501(a) of Regulation D under the 1933 Act,.
This
Subscription Agreement (“Subscription Agreement” or “Agreement”) is
for the completion of an offering of securities (the “Offering”) by Golden Eagle
International, Inc. (the “Company”) to Xxxxx X. Xxxxxxxx Profit Sharing Plan
& Trust (“Xxxxxxxx PSPT” or “you”), pursuant to
Sections 4(2) and 4(6) of the 1933 Act, Rule 506 of Regulation D thereunder. The following
summarizes the Offering to the Investor:
o |
Offering:
28,890,800 shares of Common Stock for a price of $0.0007 per share, for
a total sum of $20,223.56. |
o |
Common
Stock: The shares being offered hereunder are shares of the Company's Common Stock.
The Common Stock has significant transferability restrictions imposed by SEC
Rule 144. |
o |
Total
offering: $20,223.56 maximum (there is no minimum total investment). The Company may use
all funds as invested in its own discretion, regardless of whether the Company has
sufficient funds to pursue its proposed operations (as described in the Company’s
reports filed under the Stock Exchange Act of 1934 (the “1934 Act Reports”). |
o |
Use
of Proceeds: The entire Offering proceeds will be used by the Company in the sole
discretion of the Company. |
This
Subscription Agreement is offered for the purpose of Xxxxxxxx PSPT considering the
ramifications of his investment in the Offering as described above. If after reviewing
this Subscription Agreement and other relevant documents with your legal, financial, tax
and investment advisors as you deem appropriate you elect to purchase Securities, please
complete the following:
By
executing this Agreement and returning it to the Company, you further agree that your
investment is being made entirely on the terms and conditions stated herein and in the
documents attached hereto. You understand that this Subscription Agreement is not binding
until the Company accepts it in writing.
Caveat: Certain statements
contained herein and included in other documents which have been given to you (including
the Company’s reports filed pursuant to the requirements of the 0000 Xxx) using the
terms “may,” “expects to” and other terms denoting future
possibilities, are forward-looking statements. We cannot guarantee the accuracy of these
statements as they are subject to a variety of risks, which are beyond our ability to
predict or control. These risks may cause actual results to differ materially from the
projections or estimates given to you. These risks include, but are not limited to, the
possibility that the described operations or other activities will not be completed on
economic terms, if at all. Our contemplated operations are attendant with high risk. There
can be no assurance that we will succeed in operating our contemplated business, and it is
important that each person considering an investment pursuant to this Subscription
Agreement understands the significant risks, which accompany the proposed conduct of our
future operations.
In
connection with your proposed purchase of the Common Stock you further represent as
follows:
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1. |
You
understand that an investment in the Common Stock is one of significant risk,
and there can be no assurance that the Common Stock will ever be valuable. The
risks associated with an investment in the Common Stock are those set out in
this paragraph, as well as those that are set forth in the Company’s 1934
Act Reports filed with the U.S. Securities and Exchange Commission and
available on its XXXXX electronic filing service at xxx.xxx.xxx, or also
available through the Company website, xxx.xxxx.xxx, or have been made
available to you from the Company upon request. By signing this Subscription
Agreement, you represent and warrant to the Company that you are familiar with,
and are willing to accept, all such risks. |
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2. |
You
acknowledge that you may lose your entire investment in the Common Stock. You
hereby represent that an investment in the Common Stock is a suitable
investment for you, taking into consideration the restrictions on
transferability and the other considerations affecting the Common Stock and the
Company as described herein, and in the documents included with this
Subscription Agreement and in the due diligence investigation that you have
made. |
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3. |
You
will acquire the Common Stock for your own account and not on behalf of any
other person or entity. You will acquire the Common Stock for investment
purposes and not for resale or distribution to any other person. |
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4. |
You
are not aware of the payment of any commission or other remuneration to any
person in connection with the execution of this transaction or the purchase of
the Common Stock. |
|
5. |
We
have provided you with access to the Company’s 1934 Act Documents,
disclosure on the Company’s website, press releases, and updated
information. You are aware that, unless the Company is able to raise a
substantial amount of money, the Company may not be able to continue in
business. Currently the Company is not able to pay all of its debts as they
have become due. We have given you the opportunity to ask questions of and to
receive answers from us about the terms and conditions of this Offering, and we
also have given you the opportunity to obtain any additional information
regarding the Company, which we possess or can acquire without unreasonable
effort or expense, including (without limitation) all minutes of meetings of
our Board of Directors or committees, and other relevant documents you have
requested. We have also given you the opportunity to speak with our independent
auditors, and you have done so to the extent you have deemed it to be necessary
or appropriate. In addition, you have made such other financial or other
inquiry as you have deemed necessary or appropriate in the conduct of your due
diligence investigation. You have not relied on due diligence of any other
party in connection herewith. |
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6. |
You
acknowledge and understand, however, that we have not authorized any person to
make any statements on our behalf, which would in any way contradict any of the
information that we have provided to you in writing, including the information
set forth in this Subscription Agreement or in the 1934 Act Documents. You
further represent to the Company that you have not relied upon any such
representations regarding the Company, its business or financial condition or
this transaction in making any decision to acquire the Common Stock. If you
become aware of conflicting information, you will discuss this with us. |
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7. |
Your
present financial condition is such that it is unlikely that it would be
necessary for you to dispose of the Common Stock in the foreseeable future. You
further understand and agree that: |
|
a. |
Neither
the shares of Common Stock that you are purchasing have not been registered
under the Securities Act of 1933 or any state or foreign securities laws and,
and consequently are and will continue to be restricted securities within the
meaning of Rule 144 promulgated under the 1933 Act and applicable state
statutes; |
|
b. |
You
cannot resell the shares of the Common Stock you are purchasing unless they are
registered under the 1933 Act and any applicable state securities laws or
unless an exemption from the registration requirements is available; |
|
c. |
As
a result, you must bear the economic risks of the investment in the Common
Stock for an indefinite period of time; |
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d. |
The
Company is the only person or entity that may register the Common Stock under
the 1933 Act and state securities statutes, and we have not made any
representations to you regarding any possible future registration of the Common
Stock or compliance with some exemption under the 1933 Act; |
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e. |
You
will not sell or attempt to sell the Common Stock without registration under
the 1933 Act and any applicable state securities laws, unless exemptions from
such registration requirements are available and the undersigned has satisfied
the Company that an exemption is available for such sale; |
|
f. |
The
Company has the right to issue instructions to its transfer agent to bar the
transfer of any of the certificates representing the Common Stock except in
accordance with the 1933 Act; and |
|
g. |
You
consent to the placement of an appropriate restrictive legend or legends on any
certificates evidencing the Common Stock. |
|
8. |
You
have reviewed this Subscription Agreement and all information you have obtained
regarding the Company, its proposed business, assets, management, financial
condition, capitalization and share ownership and plan of operations with your
legal, financial, tax and investment advisors to the extent that you have
determined that it is appropriate or necessary for you to do so prior to
committing to make an investment herein. Your review has included (without
limitation) the following documents: |
|
a. |
The
Company’s articles of incorporation, including amendments thereto, and
bylaws; |
|
b. |
Minutes
of meetings or Statements of Consent of the Company’s Board of Directors; |
|
c. |
The
Company’s 1934 Act Documents; and |
|
d. |
Such
other documents as you or your advisors have determined appropriate. |
|
9. |
You
represent and warrant that you have reviewed the Company’s proposed
business plan as set out in its 1934 Act Documents filed with the SEC on its
XXXXX electronic filing service, and are satisfied with the proposed use of
proceeds and have no objections thereto. |
|
10. |
We
may amend or modify this Agreement only in writing signed by both you and the
Company. No evidence shall be admissible in any court concerning any alleged
oral amendment hereof. |
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11. |
This
Agreement binds and inures to the benefit of our respective representatives,
successors and permitted assigns. |
|
12. |
Each
of us hereto agrees for ourselves and our successors and permitted assigns to
execute any and all further instruments necessary for the fulfillment of the
terms of this Agreement. |
|
13. |
You
acknowledge that the Company is relying on the accuracy of the representations
and warranties you are making in this Agreement, and you agree to indemnify the
Company, and to hold us harmless from and against any and all liability that
may result to us (including court costs and attorneys’ fees) as a result
of any of your representations or warranties being materially inaccurate,
incomplete or misleading. |
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14. |
You
acknowledge that you have reviewed the definition of the term “accredited
investor” as set forth following your signature and you represent and
warrant to us that you are an “accredited investor.” |
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15. |
This
Agreement is made under, shall be construed in accordance with and shall be
governed by the laws of the State of Colorado. |
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16. |
This
Agreement is not effective unless and until it is accepted in writing by the
Company, regardless whether the Company has received or deposited the
subscription amount. |
IN
WITNESS WHEREOF, subject to our acceptance, you have completed this Subscription Agreement
and tendered payment as set forth above to evidence your commitment to purchase the Common
Stock on the terms, and with the representations and warranties set forth above.
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(Investor) |
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Date: January 28, 2009 |
Xxxxx X. Xxxxxxxx Profit Sharing Plan & Trust |
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/s/ Xxxxx X. Xxxxxxxx ——————————————
Xxxxx X. Xxxxxxxx, Trustee
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Name: Xxxxx X. Xxxxxxxx Profit Sharing Plan & Trust |
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Address: 0000 X. Xxxxxx Xxxxxxx, Xxxxx 000
Xxxxx, XX 00000 |
Title: Investor
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Form (circle one): (individual)
corporation partnership xxx.xxxx.xx. trust other_______________
SUBSCRIPTION ACCEPTED AND RECEIPT OF
CONSIDERATION ACKNOWLEDGED:
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GOLDEN EAGLE INTERNATIONAL, INC.
By: /s/ Xxxxx X. Xxxxxx ——————————————
Xxxxx X. Xxxxxx, President
Date: January 28, 2009 |
DEFINITION OF
“ACCREDITED INVESTOR”
Section 2(15) of the 1933
Act:
(15)
The term “accredited investor” shall mean B
(i) |
a bank as defined in section 3(a)(2) of the Act whether acting in its
individual or fiduciary capacity; an insurance company as defined in section
2(13) of the Act; 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; a Small Business Investment Company licensed by the Small Business
administration; or an employee benefit plan, including an individual retirement
account, which is subject to the provisions of the Employee Retirement Income
Security Act of 1974, if the investment decision is made by a plan fiduciary, as
defined in section 3(21) of such Act, which is either a bank, insurance company,
or registered investment advisor; or |
(ii) |
any person who, on the basis of such factors as financial sophistication, net
worth, knowledge, and experience in financial matters, or amount of assets under
management qualifies as an accredited investor under rules and regulations which
the Commission shall prescribe. |
Rule 215. Accredited
Investor
The
term “accredited investor” as used in section 2(15)(ii) of the Securities Act of
1933 shall include the following persons:
(a) |
Any savings and loan association or other institution specified in section
3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity;
any broker or dealer registered pursuant to section 15 of the Securities and
Exchange Act of 1934; any plan established and maintained by a state, its
political subdivisions, or any agency or instrumentality of a state or its
political subdivisions, for the benefit of its employees, if such plan has total
assets in excess of $5,000,000; any employee benefit plan within the meaning of
Title I of the Employee Retirement Income Security Act of 1974, if the
investment decision is made by a plan fiduciary, as defined in section 3(21) of
such Act, which is a savings and loan association, or if the employee benefit
plan has total assets in excess of $5,000,000 or, if a self-directed plan, with
investment decisions made solely by persons that are accredited investors; |
(b) |
Any private business development company as defined in section 202(a)(22) of
the Investment Advisors Act of 1940; |
(c) |
Any organization described in section 501(c)(3) of the Internal Revenue Code,
corporation, Massachusetts or similar business trust, or partnership, not formed
for the specific purpose of acquiring the securities offered, with total assets
in excess of $5,000,000; |
(d) |
Any director, executive officer, or general partner of the issuer of the
securities being offered or sold, or any director, executive officer, or general
partner of a general partner of that issuer; |
(e) |
Any natural person whose individual net worth, or joint net worth with that
person’s spouse, at the time of his purchase exceeds $1,000,000; |
(f) |
Any natural person who had an individual income in excess of $200,000 in each
of the two most recent years or joint income with that person’s spouse in
excess of $300,000 in each of those years and has a reasonable expectation of
reaching the same income level in the current year; |
(g) |
Any 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 sophisticated person as described in Rule 506(b)(2)(ii); and |
(h) |
Any entity in which all of the equity owners are accredited investors. |
Guidelines for
Calculating Net Worth:
Any
valuation of a residence included in the calculation of net worth must be based on an
appraisal obtained by the Investor in connection with obtaining a loan secured by such
residence.
Marketable
securities owned by the Investor included in the calculation of net worth must be based on
a recent market value, with appropriate discounts for lack of marketability if the
securities represent greater than a 10% interest in the issuer, if the securities are
“restricted shares” or subject to any contractual or other restriction, if the
securities are thinly traded, or for other appropriate reasons.
Any
valuation of any other asset with a value in excess of $100,000 must be based on an
independent valuation or appraisal.
Guidelines for
Calculating Net Income:
For
the purposes of determining whether an Investor is an “accredited investor,” net
income must be calculated based on its adjusted gross income as reported to the Internal
Revenue Service (for U.S. taxpayers) or other similar measure (for non-U.S. taxpayers).
Substantiation of Net
Worth and Net Income:
Golden
Eagle International, Inc. (the “Company”) is relying on the accuracy of each
Investor’s representations and warranties with respect to its status as an accredited
investor. The Company is aware that personal financial matters are private and
confidential, and will endeavor to maintain all information contained in the subscription
agreement or otherwise obtained confidential. In case of any question, however, the
Company may request substantiation of the Investor’s status by discussing the issue
with the Investor’s banker, attorney, accountant, or investment advisor. If questions
develop, the Company will contact the Investor before seeking any independent
confirmation.
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