Exhibit 4.3
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CATALYST LIGHTING GROUP, INC.
Subscription Procedure
Each purchaser of Shares will be required to complete, execute and
return the following documents to:
CATALYST LIGHTING GROUP, INC.
0000 XXXX XXXXX XXXXXXXXX
XXXXX 000
XXXXX XXXXX, XXXXX 00000
TEL NO. (000) 000-0000
FAX NO. (000) 000-0000
ATTN: XXXXXX X. XXXXXXXXXX, CHIEF EXECUTIVE OFFICER
1. SUBSCRIPTION AGREEMENT: Complete all open lines, date and sign on
page 7.
2. PAYMENT: Return the completed forms with payment in full by check for
the amount subscribed for payable to "XXXXX FARGO, N.A", AS ESCROW AGENT FOR
CATALYST LIGHTING GROUP, INC. ESCROW ACCOUNT" The subscription amount and
Subscription Agreement should be returned to the Company in the overnight
delivery envelope provided for that purpose.
3. For those who prefer to wire transfer funds in payment of their
subscription amounts, please advise your corresponding bank or financial
institution of the following wire transfer instructions:
Bank Information:
[INSERT YOUR NAME]
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SUBSCRIPTION AGREEMENT
Catalyst Lighting Group, Inc.
0000 Xxxx Xxxxx Xxxxxxxxx
Xxxxx 000
Xxxxx Xxxxx, Xxxxx 00000
Ladies and Gentlemen:
The undersigned (the "Purchaser") is writing to advise you of the
following terms and conditions under which the undersigned hereby offers to
subscribe (the "Offer") for shares of the common stock, par value $ 0.01 per
share ("Common Stock"), of Catalyst Lighting Group, Inc., a Delaware corporation
(the "Company"). The Company may issue up to 1,200,000 shares of Common Stock
(the "Shares") in this offering (the "Offering").
We are offering the Shares directly on a "best efforts" basis by the
Company during an offering period commencing on the date of the effectiveness of
the Company's Form SB-2 (the "Prospectus") and prospectus filed therewith
("Prospectus"), all filed with the Securities and Exchange Commission (the
"Commencement Date") and continuing until June 30, 2004, unless extended by the
Company (the "Offering Period"). Although we have no placement agent in
connection with the Offering, we may compensate certain broker-dealers in
connection therewith.
All proceeds received from subscribers for the Shares offered hereby
will be deposited in a special non-interest bearing escrow account with Xxxxx
Fargo, N.A and will be released to the Company from time to time against
delivery by the Company of certificates representing the Shares.
Subscribers' checks shall be made payable directly to "Xxxxx Fargo,
N.A., as escrow agent for Catalyst Lighting Group, Inc. Escrow Account".
Broker-dealers, if any, will deposit all checks received from subscribers not
later than noon of the first business day following receipt thereof. Escrowed
funds shall only be invested in accordance with SEC Rule 15c2-4.
There is nominimum amount that must be raised in the Offering in order to
conduct a closing and the Company may authorize the release of funds from escrow
at any time in any amounts.
Capitalized terms not otherwise defined herein shall have the meanings
set forth in the Prospectus.
1. Subscription.
Subject to the terms and conditions hereinafter set forth in
this Subscription Agreement, the undersigned hereby offers to purchase such
number of Shares indicated on page 7 hereof.
If the Offer is accepted, the Shares shall be paid for by the
delivery of such amount by cash, check or money order payable directly to "Xxxxx
Fargo, N.A., as escrow agent for Catalyst Lighting Group, Inc. Escrow Account".
2. Conditions to Offer.
The Offering is made subject to the following conditions: (i)
that the Company shall have the right to accept or reject this Offer, in whole
or in part, for any reason whatsoever; and (ii) that the undersigned agrees to
comply with the terms of this Subscription Agreement and to execute and deliver
any and all further documents that may be reasonably requested by the Company.
Acceptance of this Offer shall be deemed given by the
countersigning of this Subscription Agreement on behalf of the Company.
3. Representations and Warranties of the Undersigned.
The undersigned, in order to induce the Company to accept this
Offer, hereby warrants and represents as follows:
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(A) The Company has not made any other representations or
warranties to the undersigned with respect to the Company or rendered
any investment advice except as contained herein or in the Prospectus.
(B) The undersigned has not authorized any person or
institution to act as his Purchaser Representative (as that term is
defined in Regulation D of the General Rules and Regulations under the
Securities Act of 1933, as amended (the "Act")) in connection with this
transaction.
(C) The undersigned has reviewed, or been given the
opportunity to review, the Prospectus. The undersigned has also been
afforded the opportunity to ask questions of, and receive answers from,
the officers and/or directors of the Company concerning the terms and
conditions of the Offering, and to obtain any additional information,
to the extent that the Company possess such information or can acquire
it without unreasonable effort or expense, necessary to verify the
accuracy of the information furnished; and has availed himself of such
opportunity to the extent he considers appropriate in order to permit
him to evaluate the merits and risks of an investment in the Company.
It is understood that all documents, records and books pertaining to
this investment have been made available for inspection, and that the
books and records of the Company will be available upon reasonable
notice for inspection by purchasers during reasonable business hours at
its principal place of business. In evaluating the suitability of an
investment in the Company, the undersigned has not relied upon any
representation or other information (oral or written) other than as
stated in the Prospectus.
(D) The undersigned further acknowledges that this Offering
has not been passed upon or the merits thereof endorsed or approved by
any state or federal authorities.
The undersigned certifies that each of the foregoing
representations and warranties set forth in subsection (A) through (D) inclusive
of this Section 3 are true as of the date hereof and shall survive such date.
4. Revocation.
The undersigned agrees that he shall not cancel, terminate or
revoke this Subscription Agreement or any agreement of the undersigned made
hereunder other than as set forth herein above, and that this Subscription
Agreement shall survive the death or disability of the undersigned.
5. Termination of Subscription Agreement.
The Company may elect to cancel this Subscription Agreement,
in which event it shall cause the return to Purchaser without interest and
without deduction, of all sums paid by the Purchaser and this Agreement shall of
no further force and effect, and no party shall have any rights against any
other party hereunder.
If the Company elects to cancel this Subscription Agreement,
provided that it returns to the undersigned, without interest and without
deduction, all sums paid by the undersigned, this Offer shall be null and void
and of no further force and effect, and no party shall have any rights against
any other party hereunder.
6. Miscellaneous.
(A) All notices or other communications given or made
hereunder shall be in writing and shall be mailed by registered or certified
mail, return receipt requested, postage prepaid, to the undersigned at his
address set forth below, to the Company at the addresses set forth herein.
(B) This Subscription Agreement constitutes the entire
agreement among the parties hereto with respect to the subject matter hereof and
may be amended only by a writing executed by all parties.
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(C) The provisions of this Subscription Agreement shall
survive the execution thereof.
(D) In the event of a conflict in any of the terms and
conditions herein and in the Prospectus, the Prospectus shall be controlling.
(E) No person has been authorized by us to give any
information or make any representation other than those contained herein, and if
given or made, any such information or representation must not be relied on to
be authorized by us.
7. Affirmation.
The undersigned affirms that he has read this entire
Subscription Agreement and that every statement on his part made and set forth
herein is true and complete.
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PURCHASER SIGNATURE PAGE FOR CATALYST LIGHTING GROUP, INC.
SUBSCRIPTION AGREEMENT PLEASE PRINT OR TYPE, USE INK ONLY.
(ALL PARTIES MUST SIGN)
The undersigned purchaser hereby affirms that he (i) has received and
relied solely upon the Prospectus and this Subscription Agreement, (ii) agrees
to all the terms and conditions of this Subscription Agreement and (iii) is a
resident of the state or foreign jurisdiction indicated below.
Number of Shares Subscribed for: _____________________
Amount of Subscription: $_____________________________
------------------------------------------------------- If other than individual check one and indicate
Name of Purchaser (Print) capacity of signatory under the signature:
/ / Trust
/ / Estate
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Name of Joint Purchaser (if any) (Print) / / Uniform Gifts to Minors Act, State of __________
/ / Attorney-in-fact
/ / Corporation
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Signature of Purchaser / / Other
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If Joint Ownership, Check one:
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Signature of Joint Purchaser (if any) / / Joint Tenants with Right of Survivorship
/ / Tenants in Common
/ / Tenants by the Entirety
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Capacity of Signatory (if applicable) / / Community by Property
Backup Withholding Statement:
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Social Security or Taxpayer Identification Number / / Please check this box only if the purchaser is subject to
backup withholding
Purchaser Address: Foreign Person:
------------------------------------------------------ / / Please check this box only if the purchaser is a
Street Address nonresident alien, foreign corporation, foreign
partnership, foreign trust or foreign estate
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City State Zip Code
Telephone: ( ) Fax: ( )
Address for Delivery of Shares (if different from
above):
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City State Zip Code
Broker (if any):
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THE SUBSCRIPTION FOR SHARES OF CATALYST LIGHTING GROUP, INC. BY THE
ABOVE NAMED PURCHASER(S) IS ACCEPTED THIS ________ DAY OF _______________, 2004.
CATALYST LIGHTING GROUP, INC.
By:_____________________________
Xxxxxx X. Xxxxxxxxxx
Chief Executive Officer
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