XXXXXX PETROLEUM, INC.
CONFIDENTIAL OFFERING MEMORANDUM
SUBSCRIPTION AGREEMENT
THIS SUBSCRIPTION AGREEMENT (the "Agreement") is entered into by and
between Xxxxxx Petroleum, Inc., a Tennessee corporation (the "Company"), and
the undersigned subscriber to purchase securities of the Company pursuant
hereto (the "Subscriber").
Recitals
The Company desires to raise capital by the sale of "unregistered" and
"restricted" shares of its common stock (the "Shares"), and intends to conduct
a limited offering pursuant to a Confidential Limited Offering Memorandum in
the near future to fund its principal and intended business operations.
Presently, the Company needs funds to defray expenses related to the
contemplated offering and for use in its business operations;
The Subscriber, fully understanding the speculative nature of this
investment in the Company's Shares, is desirous of providing this immediate
funding through the purchase of "unregistered" and "restricted" Shares of the
Company, and the Subscriber is an "accredited investor" within the definition
of that term under applicable securities laws, rules and regulations; and
On the foregoing premises, the Subscriber hereby subscribes for the
purchase of the Company's Shares on the following terms and conditions:
1. Subscription to Purchase Shares
1.1 Offer to Purchase. Subject to the terms and conditions of this
Agreement, the Subscriber irrevocably subscribes to purchase at the Closing as
defined herein, the number of the Shares outlined on the Counterpart Signature
Page hereto.
With this Agreement, the Subscriber has tendered to the Company: (i) a
suitability letter, and will tender (ii) payment of the full subscription
amount in cash and (iii) a purchaser representative disclosure and/or
certificate of corporation, partnership or other entity, if applicable. The
foregoing are sometimes hereinafter referred to as the "Subscription
Documents."
1.2 Acceptance or Rejection. The acceptance or rejection of the offer to
purchase Shares shall take place at such time and place within 10 days of the
date hereof; or reject this subscription and return to the Subscriber its
subscription (or as much thereof as is not accepted).
2. Representations. The Subscriber, singly, or on behalf of an entity
subscribing, hereby represents and warrants as follows;
2.1 Age. The signatory is over the age of majority.
2.2 No Governmental Approval. The Subscriber acknowledges that
neither the Securities and Exchange Commission nor the securities commission
of any state or any other federal agency has made any determination as to the
merits of purchasing the Shares.
2.3 Information Provided by the Subscriber. All information which the
Subscriber has provided or is providing the Company, or to its agents or
representatives concerning the Subscriber's suitability to invest in the
Company is complete, accurate and correct as of the date of the signature on
the last page of this Agreement. Such information includes, but is not
limited to information concerning the Subscriber's personal financial affairs,
business position and the knowledge and experience of the Subscriber and the
Subscriber's advisors. The Company shall maintain such information regarding
the Subscriber in strict confidence except as may be required to be disclosed
to governmental agencies in support of an available exemption from the
registration requirements of applicable securities law, rules and regulations
regarding the offer and sale of the Shares.
2.4 Information Provided by the Company. The Subscriber has been
provided with all material information requested by either the Subscriber, the
Subscriber's purchaser representative or others representing the Subscriber,
including any information requested to verify any information furnished, and
there has been direct communication between the Subscriber and its
representatives on the one hand and the Subscriber and the Subscriber's
representatives and the Company's advisors on the other in connection with
information regarding the purchase made hereby. There has been made available
the opportunity to ask questions of and receive answers from the Company
and/or the directors, officers, employees or representatives of the Company
(most of whom are known personally by the principals of the Subscriber)
concerning the terms and conditions of this offering and to obtain any
additional information (to the extent the Company possesses such information
or can acquire it without unreasonable effort or expense) desired or necessary
to verify the accuracy of the information provided. Any proprietary
information disclosed or discovered by the Subscriber in reviewing information
made available to the Subscriber by the Company in connection with the offer
and sale of the Shares shall be maintained by the Subscriber in street
confidence.
2.5 Subscription Subject to Acceptance. The Subscriber acknowledges
that this Agreement may be accepted or rejected by the Company with respect to
all or part of the amount subscribed and that, to the extent the subscription
may be rejected, the accompanying cash subscription payment will be refunded
without payment of interest and without deduction of expenses.
2.6 Financial Condition of the Subscriber. The Subscriber has
adequate means of providing for its current needs and possible contingencies
and has no need now, and anticipates no need in the foreseeable future, to
sell the Shares in the Company for which the undersigned hereby subscribes.
The Subscriber represents that Subscriber is able to bear the economic risks
of this investment and is able to hold the securities for an indefinite period
of time and has a sufficient net worth to sustain a loss of the entire
investment in the event such loss should occur.
2.7 Purchase Entirely for Own Account. The Subscriber has no present
intention of dividing the Shares with others or of reselling or otherwise
disposing of any portion of the Shares, unless registered pursuant to a
registration statement filed with the Securities and Exchange Commission or
there is an available exemption from such registration.
2.8 No Reliance on Unauthorized Representations. The Subscriber has
not specifically relied on any oral representations from the Company, or any
broker or salesman or their partners, shareholders. directors, officers,
employees or agents, except the following;
_____________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
In making a decision to purchase the Shares, the Subscriber has made an
independent investigation with and without assistance of the Company or its
directors, executive officers or agents.
3. Indemnity. The Subscriber hereby agrees to indemnify the Company
and any person participating in the offering, and to bold them harmless, and
to grant them a right of set-off, from and against any and all liability,
damages, cost or expense (including, but not limited to, reasonable attorneys'
fees), including the amount paid in settlement and whether or not suit is
commenced, incurred on account of or arising out of any inaccuracy in the
Subscriber's representations and warranties set forth in any portion of the
Subscription Documents executed and delivered by the Subscriber in connection
with his/her/its subscription for the Shares.
4. Miscellaneous. The Subscriber further understands, acknowledges and
agrees that:
(a) This Agreement is not transferable or assignable by the
Subscriber.
(b) This Agreement shall be construed in accordance with and
governed by the laws of the State of Tennessee.
(c) This Agreement constitutes the entire agreement between the
parties respecting the subject matter hereof.
(d) Notwithstanding any of the Representations, warranties,
acknowledgments or agreements made herein by the Subscriber, the Subscriber
does not thereby or in any other manner waive any rights granted to the
Subscriber under federal or state securities laws.
5. Investment Representation. The Subscriber also acknowledges the
following, to wit:
(a) That the Shares being acquired are being received for
investment purposes and not with a view toward further distribution,
(b) That the Subscriber has a full and complete understanding of
the phrase "for investment purposes and not with a view toward further
distribution";
(c) That the Subscriber understands the meaning of "unregistered
shares" and knows that they are not freely tradable;
(d) That any stock certificate issued by you in connection with the
subscription for these, Shares being acquired shall be imprinted with a legend
restricting the sale, assignment, hypothecation or other disposition unless
it can be made in accordance with applicable securities laws. rules and
regulations;
(e) The Subscriber agrees that the stock transfer records of your
Company shall reflect that it has requested the Company not to effect any
transfer of any stock certificate representing any of the Shares being
acquired unless it shall first have obtained an opinion of legal counsel to
the effect that the Shares may be sold in accordance with applicable
securities laws, rules and regulations, and it understands that any opinion
must be from legal counsel satisfactory to the Company and, regardless of any
opinion, it also understands that the exemption covered by any opinion must in
fact be applicable to the Shares;
(f) That the Subscriber shall not sell, offer to sell, transfer,
assign, hypothecate or make any other disposition of any interest in the
Shares being acquired except as may be pursuant to any applicable securities
laws, rules, and regulations;
(g) The Subscriber fully understands that its investment for the
acquisition of Shares of the Company is "risk capital," and it is fully
capable of bearing the economic risks attendant to this investment without
qualification; and
(h) The Subscriber also understands that without approval of
counsel for the Company, all Shares of the Company to be issued and delivered
pursuant to this subscription shall be represented by one stock certificate
only and which such stock certificate shall be imprinted with the following
legend or a reasonable facsimile thereof on the front and reverse sides
thereof.
The shares of stock represented by this certificate have not been
registered under the Securities Act of 1933, as amended, and may
not be sold or otherwise transferred unless compliance with the act
has been established, or unless sold pursuant to Rule 144 under the
Act registration provisions of such Act bas been made or unless
availability of an exemption from such registration provisions has
been established, or unless sold pursuant to Rule 144 under the Act.
6. Company Registration. The Company hereby agrees to register the
Subscriber shares purchased in this Subscription in the first registration
statement filed for the public sale of securities, provided that the shares
of the Subscriber do not exceed ten percent of the shares being offered by the
Company.
COUNTERPART SIGNATURE PAGE TO
XXXXXX PETROLEUM, INC.
CONFIDENTIAL OFFERING MEMORANDUM
SUBSCRIPTION AGREEMENT
This Counterpart Signature Page for that certain Subscription
Agreement between Xxxxxx Petroleum, Inc., a Tennessee corporation (the
"Company"), and the undersigned Subscriber to purchase securities of the
Company pursuant thereto, is executed by the undersigned as of the date
hereof. The undersigned, through execution and delivery of this Counterpart
Signature page, intends to be legally bound by the terms of such Agreement.
SUBSCRIBER
Date: ______________________________ _______________________________
____________________________________ _______________________________
Number or Social Security Number Type or Print Name of Subscriber(s) in
Exact Form to be used on Records of
the Company
___________________________________ ______________________________
Number and Street Signature
___________________________________ _______________________________
City, State and Zip Code Signature of Joint Subscriber, If Any
___________________________________ _______________________________
Number of Shares Total Subscription Price/Amount of
Debt of the Company to be Retired
ACCEPTANCE BY COMPANY
Xxxxxx Petroleum, Inc. hereby accepts the foregoing subscription and
agrees to be bound by the terms of this Agreement.
XXXXXX PETROLEUM, INC.
Dated:______________________________ ________________________________
