SENTRA CONSULTING CORP. REGULATION S SUBSCRIPTION AGREEMENT AND INVESTMENT REPRESENTATION
REGULATION
S SUBSCRIPTION AGREEMENT
AND
INVESTMENT REPRESENTATION
SECTION
1.
1.1 Subscription.
The
undersigned, intending to be legally bound, hereby irrevocably subscribes for
and agrees to purchase ____________ shares (the “Shares”) of the common stock
(the “Common Stock”) of Sentra Consulting Corp., a Nevada corporation (the
"Company") in a transaction exempt from the registration requirements of the
Securities Act of 1933, as amended (the “Securities Act”). The undersigned
understands that the Shares are being sold in connection with an offering by
the
Company of an aggregate of up to 625,000 shares of Common Stock for total
proceeds of up to $50,000.
1.2 Purchase
of Shares.
The
undersigned understands and acknowledges that the purchase price to be remitted
to the Company in exchange for the Shares shall be ____________ dollars
($______) or $0.08 per Share. The Company shall deliver the Shares to the
undersigned promptly after the acceptance of this Subscription Agreement by
the
Company.
1.3 Acceptance
or Rejection.
(a) The
undersigned understands and agrees that the Company reserves the right to reject
this subscription for the Shares if, in its reasonable judgment, it deems such
action in the best interest of the Company, at any time prior to the Closing,
notwithstanding prior receipt by the undersigned of notice of acceptance of
the
undersigned's subscription.
(b) The
undersigned understands and agrees that its subscription for the Shares is
irrevocable.
(c) In
the
event the sale of the Shares subscribed for by the undersigned is not
consummated by the Company for any reason (in which event this Subscription
Agreement shall be deemed to be rejected), this Subscription Agreement and
any
other agreement entered into between the undersigned and the Company relating
to
this subscription shall thereafter have no force or effect and the Company
shall
promptly return or cause to be returned to the undersigned the purchase price
remitted to the Company by the undersigned, without interest thereon or
deduction therefrom, in exchange for the Shares.
SECTION
2.
2.1 Closing.
The
closing (the "Closing") of the purchase and sale of the Shares, shall occur
simultaneously with the acceptance by the Company of the undersigned's
subscription, as evidenced by the Company's execution of this Subscription
Agreement.
SECTION
3.
3.1 Investor
Representations and Warranties.
The
undersigned hereby acknowledges, represents and warrants to, and agrees with,
the Company and its affiliates as follows:
(a) Investment
Purposes.
The
undersigned is acquiring the Shares for his own account as principal, not as
a
nominee or agent, for investment purposes only, and not with a view to, or
for,
resale, distribution or fractionalization thereof in whole or in part and no
other person has a direct or indirect beneficial interest in such Shares or
any
portion thereof. Further, the undersigned does not have any contract,
undertaking, agreement or arrangement with any person to sell, transfer or
grant
participations to such person or to any third person, with respect to the Shares
for which the undersigned is subscribing or any part of the Shares.
(b) Authority.
The
undersigned has full power and authority to enter into this Agreement, the
execution and delivery of this Agreement has been duly authorized, if
applicable, and this Agreement constitutes a valid and legally binding
obligation of the undersigned.
(c) No
General Solicitation.
The
undersigned is not subscribing for the Shares as a result of or subsequent
to
any advertisement, article, notice or other communication published in any
newspaper, magazine or similar media or broadcast over television or radio,
or
presented at any seminar or meeting, or any solicitation of a subscription
by
person previously not known to the undersigned in connection with investment
securities generally.
(d) No
Obligation to Register Shares.
The
undersigned understands that the Company is under no obligation to register
the
Shares under the Securities Act, or to assist the undersigned in complying
with
the Securities Act or the securities laws of any state of the United States
or
of any foreign jurisdiction.
(e) Investment
Experience.
The
undersigned is (i) experienced in making investments of the kind described
in
this Agreement, (ii) able, by reason of the business and financial experience
of
its officers (if an entity) and professional advisors (who are not affiliated
with or compensated in any way by the Company or any of its affiliates or
selling agents), to protect its own interests in connection with the
transactions described in this Agreement, and (iii) able to afford the entire
loss of its investment in the Shares.
(f)
Exemption
from Registration.
The
undersigned acknowledges his understanding that the offering and sale of the
Shares is intended to be exempt from registration under the Securities Act.
In
furtherance thereof, in addition to the other representations and warranties
of
the undersigned made herein, the undersigned further represents and warrants
to
and agrees with the Company and its affiliates as follows:
(1) The
undersigned realizes that the basis for the exemption may not be present if,
notwithstanding such representations, the undersigned has in mind merely
acquiring the Shares for a fixed or determinable period in the future, or for
a
market rise, or for sale if the market does not rise. The undersigned does
not
have any such intention;
(2) The
undersigned has the financial ability to bear the economic risk of his
investment, has adequate means for providing for his current needs and personal
contingencies and has no need for liquidity with respect to his investment
in
the Company; and
(3) The
undersigned has such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of the prospective
investment in the Shares. The undersigned also represents it has not been
organized for the purpose of acquiring the Shares; and
(4) The
undersigned has been provided an opportunity for a reasonable period of time
prior to the date hereof to obtain additional information concerning the
offering of the Shares, the Company and all other information to the extent
the
Company possesses such information or can acquire it without unreasonable effort
or expense.
(g) Economic
Considerations.
The
undersigned is not relying on the Company, or its affiliates or agents with
respect to economic considerations involved in this investment. The undersigned
has relied solely on its own advisors.
(h) No
Other Company Representations.
No
representations or warranties have been made to the undersigned by the Company,
or any officer, employee, agent, affiliate or subsidiary of the Company, other
than the representations of the Company contained herein, and in subscribing
for
Shares the undersigned is not relying upon any representations other than those
contained herein.
(i) Compliance
with Laws.
Any
resale of the Shares during the ‘distribution compliance period’ as defined in
Rule 902(f) to Regulation S shall only be made in compliance with exemptions
from registration afforded by Regulation S. Further, any such sale of the Shares
in any jurisdiction outside of the United States will be made in compliance
with
the securities laws of such jurisdiction. The Investor will not offer to sell
or
sell the Shares in any jurisdiction unless the Investor obtains all required
consents, if any.
(j) Regulation
S Exemption.
The
undersigned understands that the Shares are being offered and sold to him in
reliance on an exemption from the registration requirements of United States
federal and state securities laws under Regulation S promulgated under the
Securities Act and that the Company is relying upon the truth and accuracy
of
the representations, warranties, agreements, acknowledgments and understandings
of the Investor set forth herein in order to determine the applicability of
such
exemptions and the suitability of the Investor to acquire the Shares. In this
regard, the undersigned represents, warrants and agrees that:
(1) The
undersigned is not a U.S. Person (as defined below) and is not an affiliate
(as
defined in Rule 501(b) under the Securities Act) of the Company and is not
acquiring the Shares for the account or benefit of a U.S. Person. A U.S. Person
means any one of the following:
(A)
any
natural person resident in the United States of America;
(B)
any
partnership or corporation organized or incorporated under the laws of the
United States of America;
(C) any
estate of which any executor or administrator is a U.S. person;
(D) any
trust
of which any trustee is a U.S. person;
(E) any
agency or branch of a foreign entity located in the United States of
America;
(F) any
non-discretionary account or similar account (other than an estate or trust)
held by a dealer or other fiduciary for the benefit or account of a U.S.
person;
(G) any
discretionary account or similar account (other than an estate or trust) held
by
a dealer or other fiduciary organized, incorporated or (if an individual)
resident in the United States of America; and
(H)
any
partnership or corporation if:
(i)
organized or incorporated under the laws of any foreign jurisdiction;
and
(ii)
formed
by
a U.S. person principally for the purpose of investing in securities not
registered under the Securities Act, unless it is organized or incorporated,
and
owned, by accredited investors (as
defined in Rule 501(a) under the Securities Act) who are not natural persons,
estates or trusts.
(2) At
the
time of the origination of contact concerning this Agreement and the date of
the
execution and delivery of this Agreement, the undersigned was outside of the
United States.
(3) The
undersigned will not, during the period commencing on the date of issuance
of
the Shares and ending on the first anniversary of such date, or such shorter
period as may be permitted by Regulation S or other applicable securities law
(the “Restricted Period”), offer, sell, pledge or otherwise transfer the Shares
in the United States, or to a U.S. Person for the account or for the benefit
of
a U.S. Person, or otherwise in a manner that is not in compliance with
Regulation S.
(4) The
undersigned will, after expiration of the Restricted Period, offer, sell, pledge
or otherwise transfer the Shares only pursuant to registration under the
Securities Act or an available exemption therefrom and, in accordance with
all
applicable state and foreign securities laws.
(5) The
undersigned was not in the United States, engaged in, and prior to the
expiration of the Restricted Period will not engage in, any short selling of
or
any hedging transaction with respect to the Shares, including without
limitation, any put, call or other option transaction, option writing or equity
swap.
(6) Neither
the undersigned nor or any person acting on his behalf has engaged, nor will
engage, in any directed selling efforts to a U.S. Person with respect to the
Shares and the Investor and any person acting on his behalf have complied and
will comply with the “offering restrictions” requirements of Regulation S under
the Securities Act.
(7) The
transactions contemplated by this Agreement have not been pre-arranged with
a
buyer located in the United States or with a U.S. Person, and are not part
of a
plan or scheme to evade the registration requirements of the Securities
Act.
(8) Neither
the undersigned nor any person acting on his behalf has undertaken or carried
out any activity for the purpose of, or that could reasonably be expected to
have the effect of, conditioning the market in the United States, its
territories or possessions, for any of the Shares. The undersigned agrees not
to
cause any advertisement of the Shares to be published in any newspaper or
periodical or posted in any public place and not to issue any circular relating
to the Shares, except such advertisements that include the statements required
by Regulation S under the Securities Act, and only offshore and not in the
U.S.
or its territories, and only in compliance with any local applicable securities
laws.
(9) Each
certificate representing the Shares shall be endorsed with the following
legends, in addition to any other legend required to be placed thereon by
applicable federal or state securities laws:
(A) “THE
SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED
IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES
ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED
UNDER THE SECURITIES ACT.”
(B) “TRANSFER
OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS
OF
REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT
TO
AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED
UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”
(10) The
undersigned consents to the Company making a notation on its records or giving
instructions to any transfer agent of the Company in order to implement the
restrictions on transfer of the Shares set forth in this Section 2.
(k) Accredited
Investor.
The
undersigned is an “accredited investor” as that term is defined in Rule 501 of
the General Rules and Regulations under the Securities Act by reason of Rule
501(a)(3).
(l) Potential
Loss of Investment; Risk Factors.
The
undersigned understands that an investment in the Shares is a speculative
investment which involves a high degree of risk and the potential loss of his
entire investment. The
undersigned understands that the following factors, among others, could cause
the loss of any or all of his investment.
(1) The
Company is a development stage company with no operating history for the
undersigned to evaluate its business. The Company was only recently incorporated
in the State of Nevada and as a result is only in the very early stages of
development. Because the Company has no operating history, it is difficult
to
evaluate its business and future prospects. The undersigned has also considered
the uncertainties and difficulties frequently encountered by companies, such
as
the Company, in their early stages of development. The Company’s revenue and
income potential is unproven and its business model is still emerging. If its
business model does not prove to be profitable, the undersigned may lose all
of
his investment.
(2) The
Company currently does not have enough working capital to satisfy its capital
needs. The Company is dependent upon its management team to fund its ongoing
operations, and cannot be certain that future financing will be available to
it
on acceptable terms when it needs it. The Company can give no assurances that
it
will be able to sell any portion of this offering or that management will
continue to fund its ongoing operations. This, along with the possibility of
other factors and circumstances the Company cannot predict, may require it
to
seek additional financing faster than anticipated. If the Company is unable
to
obtain financing to meet its needs, the undersigned may lose of his investment.
(3) The
Company’s officers and directors will only devote a limited amount of time to
the Company. Their divided interests may hinder the Company's ability to
generate revenue. This could result in missed business opportunities and
worse-than-expected operating results. The undersigned may lose his entire
investment.
(4) Management
has never operated in the industry in which it intends to operate. This lack
of
experience may result in the Company’s needing to employ outside experts that
have such experience. The additional cost could result in a net operating loss
and, ultimately, could result in the Company's failure. Management's
inexperience may limit the Company’s ability to generate revenues. The Company
may never achieve successful operations, and the undersigned may lose his entire
investment.
(m) Investment
Commitment.
The
undersigned's overall commitment to investments which are not readily marketable
is not disproportionate to the undersigned's net worth, and an investment in
the
Shares will not cause such overall commitment to become excessive.
(n) Receipt
of Information.
The
undersigned has received all documents, records, books and other information
pertaining to the undersigned’s investment in the Company that has been
requested by the undersigned.
(o) No
Reliance.
Other
than as set forth herein, the undersigned is not relying upon any other
information, representation or warranty by the Company or any officer, director,
stockholder, agent or representative of the Company in determining to invest
in
the Shares. The undersigned has consulted, to the extent deemed appropriate
by
the undersigned, with the undersigned’s own advisers as to the financial, tax,
legal and related matters concerning an investment in the Shares and on that
basis believes that his or its investment in the Shares is suitable and
appropriate for the undersigned.
(p) No
Governmental Review.
The
undersigned is aware that no federal or state agency has (i) made any finding
or
determination as to the fairness of this investment, (ii) made any
recommendation or endorsement of the Shares or the Company, or (iii) guaranteed
or insured any investment in the Shares or any investment made by the
Company.
(q) Price
of Shares.
The
undersigned understands that the price of the Shares offered hereby bear no
relation to the assets, book value or net worth of the Company and were
determined arbitrarily by the Company. The undersigned further understands
that
there is a substantial risk of further dilution on his or its investment in
the
Company.
SECTION
4.
4.1 Company’s
Representations and Warranties.
The
Company represents and warrants to the undersigned as follows:
(a) Organization
of the Company.
The
Company is a corporation duly organized and validly existing and in good
standing under the laws of the State of Nevada.
(b) Authority.
(a) The
Company has the requisite corporate power and authority to enter into and
perform its obligations under this Agreement and to issue the Shares; (b) the
execution and delivery of this Agreement by the Company and the consummation
by
it of the transactions contemplated hereby and thereby have been duly authorized
by all necessary corporate action and no further consent or authorization of
the
Company or its Board of Directors or stockholders is required; and (c) this
Agreement has been duly executed and delivered by the Company and constitutes
a
valid and binding obligation of the Company enforceable against the Company
in
accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, or similar laws relating to, or affecting
generally the enforcement of, creditors' rights and remedies or by other
equitable principles of general application.
(c) Exemption
from Registration; Valid Issuances.
The
sale and issuance of the Shares, in accordance with the terms and on the bases
of the representations and warranties of the undersigned set forth herein,
may
and shall be properly issued by the Company to the undersigned pursuant to
any
applicable federal or state law. When issued and paid for as herein provided,
the Shares shall be duly and validly issued, fully paid, and nonassessable.
Neither the sales of the Shares pursuant to, nor the Company's performance
of
its obligations under, this Agreement shall (a) result in the creation or
imposition of any liens, charges, claims or other encumbrances upon the Shares
or any of the assets of the Company, or (b) entitle the other holders of the
Common Stock of the Company to preemptive or other rights to subscribe to or
acquire the Common Stock or other securities of the Company. The Shares shall
not subject the undersigned to personal liability by reason of the ownership
thereof.
(d) No
General Solicitation or Advertising in Regard to this
Transaction.
Neither
the Company nor any of its affiliates nor any person acting on its or their
behalf (a) has conducted or will conduct any general solicitation (as that
term
is used in Rule 502(c) of Regulation D) or general advertising with respect
to
any of the Shares, or (b) made any offers or sales of any security or solicited
any offers to buy any security under any circumstances that would require
registration of the Common Stock under the Securities Act.
SECTION
5.
5.1 Indemnity.
The
undersigned agrees to indemnify and hold harmless the Company, its officers
and
directors, employees and its affiliates and their respective successors and
assigns and each other person, if any, who controls any thereof, against any
loss, liability, claim, damage and expense whatsoever (including, but not
limited to, any and all expenses whatsoever reasonably incurred in
investigating, preparing or defending against any litigation commenced or
threatened or any claim whatsoever) arising out of or based upon any false
representation or warranty or breach or failure by the undersigned to comply
with any covenant or agreement made by the undersigned herein or in any other
document furnished by the undersigned to any of the foregoing in connection
with
this transaction.
5.2 Modification.
Neither
this Agreement nor any provisions hereof shall be modified, discharged or
terminated except by an instrument in writing signed by the party against whom
any waiver, change, discharge or termination is sought.
5.3 Notices.
Any
notice, demand or other communication which any party hereto may be required,
or
may elect, to give to anyone interested hereunder shall be sufficiently given
if
(a) deposited, postage prepaid, in a United States mail letter box, registered
or certified mail, return receipt requested, addressed to such address as may
be
given herein, or (b) delivered personally at such address.
5.4 Counterparts.
This
Agreement may be executed through the use of separate signature pages or in
any
number of counterparts and by facsimile, and each of such counterparts shall,
for all purposes, constitute one agreement binding on all parties,
notwithstanding that all parties are not signatories to the same counterpart.
Signatures may be facsimiles.
5.5 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. If the undersigned is more than
one person, the obligation of the undersigned shall be joint and several and
the
agreements, representations, warranties and acknowledgments herein contained
shall be deemed to be made by and be binding upon each such person and his
heirs, executors, administrators and successors.
5.6 Entire
Agreement.
This
Agreement and the documents referenced herein contain the entire agreement
of
the parties and there are no representations, covenants or other agreements
except as stated or referred to herein and therein.
5.7 Assignability.
This
Agreement is not transferable or assignable by the undersigned.
5.8 Applicable
Law.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of New York, without giving effect to conflicts of law
principles.
5.9 Pronouns.
The use
herein of the masculine pronouns "him" or "his" or similar terms shall be deemed
to include the feminine and neuter genders as well and the use herein of the
singular pronoun shall be deemed to include the plural as well.
5.10 Further
Assurances.
Upon
request from time to time, the undersigned shall execute and deliver all
documents, take all rightful oaths and do all other acts that may be necessary
or desirable, in the reasonable opinion of the Company or its counsel, to effect
the subscription for the Shares in accordance herewith.
5.11 Related
Parties.
To the
best of the Investor’s knowledge, the Investor does not control, nor is the
Investor controlled by, nor under common control with, any other investor in
the
Company.
IN
WITNESS WHEREOF, the undersigned has executed this Agreement on the
day of
________________, 2006.
Amount
of
Investment:
$_____________________
INDIVIDUAL
INVESTOR:
______________________
Name:
PARTNERSHIP,
CORPORATION, TRUST,
CUSTODIAL
ACCOUNT, OTHER INVESTOR
______________________
(Name
of
Entity) By: __________________
Name:
Title:
Address:
Taxpayer
Identification Number:_____________
ACCEPTANCE
OF SUBSCRIPTION
(to
be
filed out only
by the
Company)
The
Company hereby accepts the above application for subscription for Shares on
behalf of the Company.
Dated:
_____ ___, 2006
| SENTRA CONSULTING CORP. | ||
| |
|
|
| By: | ||
| Name: | ||
| Title: | ||
