SUBSCRIPTION AGREEMENT
Exhibit
4.1
WestCoast
Golf Experiences, Inc.
0000
Xxxxxx Xxxxx, Xxxxx 000
Xxxxxx,
Xxxxxxxxxx 00000
Gentlemen:
1. On the
terms and subject to the conditions of this Subscription Agreement
(“Subscription Agreement”), the undersigned hereby subscribes for the number
shares of $.001 par value common stock (“Shares”) of WestCoast Golf Experiences,
Inc., a Nevada corporation (“Company”) as set forth on the signature page
hereto, at a purchase price of $0.89 per share.
The
subscriber is sending: (1) an executed copy of this Subscription
Agreement, and (2) either a
check in US funds made out to “WestCoast Golf Experiences, Inc.” for the
full amount of the purchase price for the Shares for which the undersigned is
subscribing to:
WestCoast
Golf Experiences, Inc.
0000
Xxxxxx Xxxxx, Xxxxx 000
Xxxxxx,
Xxxxxxxxxx 00000
or
The
subscriber may wire transfer immediately
available U.S. funds for the full amount of the purchase price of the Shares for
which the undersigned is subscribing plus all wire transfer
fees to:
Bank
Name
Bank of America
ABA
Routing
No.:
_____________
Account
No.:
_____________
Reference:
(Your Name) for WestCoast Golf Experiences, Inc.
2. Representations and
Warranties. In order to induce the Company to accept this
subscription, the undersigned hereby represents and warrants to, and covenants
with, the Company as follows:
(a) The
undersigned has received and carefully reviewed such information and
documentation relating to the Company that the undersigned has requested,
including without limitation, the Company’s filings with the U.S. Securities and
Exchange Commission;
(b) The
undersigned has had a reasonable opportunity to ask questions of and receive
answers from the Company concerning the Company and terms and conditions of his
or her proposed investment in the Company, and all such questions, if any, have
been answered to the full satisfaction of the undersigned;
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(c) The
undersigned has such knowledge and expertise in financial and business matters
that the undersigned is capable of evaluating the merits and risks involved in
an investment in the Shares;
(d) The
undersigned understands that the Company has determined that the exemption from
the registration provisions of the Securities Act of 1933, as amended (the
“Securities Act”), provided by Regulation S with respect to non U.S. purchasers
is applicable to the offer and sale of the Shares, based, in part, upon the
representations, warranties and agreements made by the undersigned
herein;
(e) Except
as set forth herein, no representations or warranties have been made to the
undersigned by the Company or any agent, employee or affiliate of the Company
and in entering into this transaction the undersigned is not relying upon any
information, other than the results of independent investigation by the
undersigned;
(f) The
undersigned acknowledges that it has been called to his or her attention by
those persons with whom the undersigned has dealt in connection with his or her
proposed investment in the Company, that the Company has a limited operating
history with no revenues or earnings and the Company may never have any revenues
or earnings, and that the undersigned’s proposed investment in the Company
involves significant risks which may result in the loss of that investment, or a
portion thereof;
(g) The
undersigned has full power and authority to execute and deliver this
Subscription Agreement and to perform the obligations of the undersigned
hereunder and this Subscription Agreement is a legally binding obligation of the
undersigned in accordance with its terms; and
(h) Regulation S (only with
respect to purchasers that are non-U.S. Persons).
(i) The
undersigned understands and acknowledges that (A) the Shares acquired pursuant
to this Subscription Agreement have not been registered under the Securities Act
and are being sold in reliance upon an exemption from registration afforded by
Regulation S; and that such Shares have not been registered with any state
securities commission or authority; (B) pursuant to the requirements
of Regulation S, the Shares may not be transferred, sold or otherwise exchanged
unless in compliance with the provisions of Regulation S and/or pursuant to
registration under the Securities Act, or pursuant to an available exemption
thereunder; and (C) other than as set forth in this Subscription Agreement
between the Company and the undersigned, the Company is under no obligation to
register the Shares under the Securities Act or any state securities law, or to
take any action to make any exemption from any such registration provisions
available.
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(ii) (A)
The undersigned is not a U.S. person and is not acquiring the Shares for the
account of any U.S. person; (B) if a corporation, it is not organized or
incorporated under the laws of the United States; (C) if a corporation, no
director or executive officer is a national or citizen of the United States; and
(D) it is not otherwise deemed to be a “U.S. Person” within the meaning of
Regulation S.
(iii) The
undersigned, if not an individual, was not formed specifically for the purpose
of acquiring the Shares purchased pursuant to this Subscription
Agreement.
(iv) The
undersigned is purchasing the Shares for its own account and risk and not for
the account or benefit of a U.S. Person as defined in Regulation S and no other
person has any interest in or participation in the Shares or any right, option,
security interest, pledge or other interest in or to the Shares. The undersigned
understands, acknowledges and agrees that it must bear the economic risk of its
investment in the Shares for an indefinite period of time and that prior to any
such offer or sale, the Company may require, as a condition to effecting a
transfer of the Shares, an opinion of counsel, acceptable to the Company, as to
the registration or exemption therefrom under the Securities Act and any state
securities acts, if applicable.
(v) The
undersigned will, after the expiration of the Restricted Period, as set forth
under Regulation S Rule 903(b)(3)(iii)(A), offer, sell, pledge or otherwise
transfer the Shares only in accordance with Regulation S, or pursuant to an
available exemption under the Securities Act and, in any case, in accordance
with applicable state securities laws. The transactions contemplated
by this Subscription Agreement have neither been pre-arranged with a purchaser
who is in the United States or who is a U.S. Person, nor are they part of a plan
or scheme to evade the registration provisions of the United States federal
securities laws.
(vi) The
offer leading to the sale evidenced hereby was made in an “offshore
transaction.” For purposes of Regulation S, the undersigned
understands that an “offshore transaction” as defined under Regulation S is any
offer or sale not made to a person in the United States and either (A) at the
time the buy order is originated, the purchaser is outside the United States, or
the seller or any person acting on his behalf reasonably believes that the
purchaser is outside the United States; or (B) for purposes of (1) Rule 903 of
Regulation S, the transaction is executed in, or on or through a physical
trading floor of an established foreign exchange that is located outside the
United States or (2) Rule 904 of Regulation S, the transaction is executed in,
on or through the facilities of a designated offshore securities market, and
neither the seller nor any person acting on its behalf knows that the
transaction has been prearranged with a buyer in the United States.
(vii) Neither
the undersigned nor any affiliate of the undersigned or any person acting on its
behalf, has made or is aware of any “directed selling efforts” in the United
States, which is defined in Regulation S to be any activity undertaken for the
purpose of, or that could reasonably be expected to have the effect of,
conditioning the market in the United States for any of the Shares being
purchased hereby.
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(viii) The
undersigned understands that the Company is the seller of the Shares which are
the subject of this Subscription Agreement, and that, for purpose of Regulation
S, a “distributor” is any underwriter, dealer or other person who participates,
pursuant to a contractual arrangement, in the distribution of securities offered
or sold in reliance on Regulation S and that an “affiliate” is any partner,
officer, director or any person directly or indirectly controlling, controlled
by or under common control with any person in question. The
undersigned agrees that it will not, during the Restricted Period set forth
under Rule 903(b)(iii)(A), act as a distributor, either directly or though any
affiliate, nor shall it sell, transfer, hypothecate or otherwise convey the
Shares other than to a non-U.S. Person.
(ix) The
undersigned acknowledges that the Shares will bear a legend in substantially the
following form:
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN OFFERED AND SOLD IN AN
“OFFSHORE TRANSACTION” IN RELIANCE UPON REGULATION S AS PROMULGATED BY THE
SECURITIES AND EXCHANGE COMMISSION. ACCORDINGLY, THE SECURITIES REPRESENTED BY
THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
“SECURITIES ACT”) AND MAY NOT BE TRANSFERRED OTHER THAN IN ACCORDANCE WITH
REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO
AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, THE
AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE
COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE CANNOT BE THE
SUBJECT OF HEDGING TRANSACTIONS UNLESS SUCH TRANSACTIONS ARE CONDUCTED IN
COMPLIANCE WITH THE SECURITIES ACT.
3. The
undersigned understands that this subscription is not binding upon the Company
until the Company accepts it, which acceptance is at the sole discretion of the
Company and is to be evidenced by the Company’s execution of this Subscription
Agreement where indicated. This Subscription Agreement shall be null
and void if the Company does not accept it as aforesaid. The
undersigned further understands that all the offering proceeds will be placed
directly in the Company’s bank account. In the event the Company does
not accept the offering proceeds, the offering will not be completed and all
offering proceeds will thereafter be promptly returned to investors without
interest or deduction.
4. The
undersigned has no right to require that the Shares be registered pursuant to
the provisions of the Securities Act, or otherwise. The undersigned
further acknowledges and agrees that the Company has no obligation to assist the
undersigned in obtaining any exemption from any registration requirements
imposed by applicable law. The undersigned also acknowledges and agrees that he
or she shall be responsible for compliance with all conditions on transfer
imposed by a securities administrator or similar person of any state, province
or territory.
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5. The
undersigned understands that the Company may, in its sole discretion, reject
this subscription, in whole or in part, and/or reduce this subscription in any
amount and to any extent, whether or not pro rata reductions are made of any
other investor’s subscription.
6. The
undersigned agrees to indemnify the Company and hold it harmless from and
against any and all losses, damages, liabilities, costs and expenses which it
may sustain or incur in connection with the breach by the undersigned of any
representation, warranty or covenant made by the undersigned.
7. Neither
this Subscription Agreement nor any of the rights of the undersigned hereunder
may be transferred or assigned by the undersigned.
8. Except
as otherwise provided herein, this Subscription Agreement (i) may only be
modified by a written instrument executed by the undersigned and the Company;
(ii) sets forth the entire agreement of the undersigned and the Company with
respect to the subject matter hereof; (iii) shall be governed by the laws of the
State of Delaware applicable to contracts made and to be wholly performed
therein; and (iv) shall inure to the benefit of, and be binding upon the Company
and the undersigned and their respective heirs, legal representatives,
successors and permitted assigns.
9. Unless
the context otherwise requires, all personal pronouns used in this Subscription
Agreement, whether in the masculine, feminine or neuter gender, shall include
all other genders.
10. All
notices or other communications hereunder shall be in writing and shall be
deemed to have been duly given if delivered personally or mailed by certified or
registered mail, return receipt requested, postage prepaid, as
follows: if to the undersigned, to the address set forth on the
signature page hereto; and if to the Company, to WestCoast Golf Experiences,
Inc., 0000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, Attention:
President or to such other address as the Company or the undersigned shall have
designated to the other by like notice.
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SIGNATURE
PAGE
IN
WITNESS WHEREOF, the undersigned has executed this Subscription Agreement this
____ day of April 2008.
Number of
Shares Subscribed for __________________________
Subscription
Amount: ________________________
Organization
Signature:
Individual Signature:
Clear
Smart International
Limited ____________________________________
|
|
Signature
|
By:
________________________________ ____________________________________
Name: Print
Name
Title:
______________________________________
|
|
Additional
Signature of Joint Owner
|
____________________________________
Print Name
(All Subscribers should please print information below exactly
as you wish it to appear in the records of the Company)
___________________________________
___________________________________
|
Name
|
Social
Security Number of Individual
|
or other Taxpayer I.D. Number
Address:
Address for notices if different:
___________________________________ ___________________________________
Number
and
Street
Number and Street
___________________________________ ___________________________________
City Country Postal
Code City Country Postal
Code
Please
check the box to indicate form of ownership (if applicable):
|
tenants-in-common
ÿ
(Both
Parties must sign above)
|
joint tenants with
right of survivorship ÿ
(Both
Parties must sign above)
|
community property
ÿ
(Both
Parties must sign above)
|
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ACCEPTANCE
OF SUBSCRIPTION
The
foregoing subscription is hereby accepted by WestCoast Golf Experiences, Inc.
this ____ day of April 2008, for ___________ Shares.
WestCoast Golf Experiences,
Inc.
By:
_____________________________
Name:
Title:
President
