Exhibit 99.1
SUBSCRIPTION AGREEMENT
Teliphone Corp.
Teliphone Corporation, a Nevada corporation with its principal office at 0000
Xxx-Xxxxxxxxx Xxxxxx West, suite 200, Westmount (Montreal), Quebec, Canada H3A
0A1 (hereinafter the "Company") and the undersigned (hereinafter the
"Subscriber") agree as follows:
WHEREAS:
A. The Company desires to issue a maximum of ________ shares of Common Stock of
the Company at a price of US$0.25 per share (hereinafter the "Shares"); and
B. Subscriber desires to acquire the number of Shares set forth on the signature
page hereof.
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants hereinafter set-forth, the parties hereto do hereby agree as follows:
SUBSCRIPTION FOR SHARES
1.1 Subject to the terms and conditions hereinafter set-forth, the Subscriber
hereby subscribes for and agrees to purchase from the Company such number of
Shares as is set-forth upon the signature page hereof at a price equal to
US$0.25 per share, and the Company agrees to sell such Shares to Subscriber for
said purchase price subject to the Company's right to sell to Subscriber such
lesser number of Shares as it may, in its sole discretion, deem necessary or
desirable. Upon execution, this subscription shall be irrevocable by Subscriber.
1.2 The purchase price for the Shares subscribed to hereunder is payable by the
Subscriber contemporaneously with the execution and delivery of this
Subscription Agreement to _______. Payment can be made either by submitting a
personal check, cashier's check or money order for the full purchase price of
US$0.25 per Share with the executed Subscription Agreement or by electronic fund
transfer (bank wire) to a trust account established by the Company's attorneys,
Xxxxxx X. Emas, at _______________ where the ABA number is _____________ and the
Account number is _______________. The Company reserves the right to reject a
subscription for any reason or to admit an investor who subscribes for less than
the minimum number of Shares. Payments shall be made payable to " Teliphone
Corp.."
REPRESENTATIONS AND WARRANTIES BY SUBSCRIBER
2.1 Subscriber hereby severally represents and warrants to the Company the
following:
(A) Subscriber recognizes that the purchase of Shares subscribed to herein
involves a high degree of risk in that the Company has only recently commenced
its proposed business and may require substantial funds in addition to the
proceeds of this private placement;
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(B) an investment in the Company is highly speculative and only investors who
can afford the loss of their entire investment should consider investing in the
Company and the Shares;
(C) Subscriber has been delivered a private placement offering memorandum (the
"Memorandum") furnished by the Company to Subscriber and has had full
opportunity to review the Memorandum with Subscriber's legal and financial
advisers prior to execution of this Subscription Agreement;
(D) Subscriber has such knowledge and experience in finance, securities,
investments, including investment in non-listed and non registered securities,
and other business matters so as to be able to protect its interests in
connection with this transaction.
(E) Subscriber acknowledges that no market for the Shares presently exists and
none may develop in the future and accordingly Subscriber may not be able to
liquidate its investment.
(F) Subscriber hereby acknowledges that this offering of Shares has not been
reviewed by the United States Securities and Exchange Commission ("SEC") and
that the Shares are being issued by the Company pursuant to an exemption from
registration provided by Rule 506 of Regulation D pursuant to the United States
Securities Act.
(G) Subscriber is acquiring the Shares as principal for Subscriber's own
benefit;
(H) Subscriber is not aware of any advertisement of the Shares.
REPRESENTATIONS BY THE COMPANY
3.1 The Company represents and warrants to the Subscriber that:
(A) The Company is a corporation duly organized, existing and in good standing
under the laws of the State of Nevada and has the corporate power to conduct the
business which it conducts and proposes to conduct.
(B) Upon issue, the Shares will be duly and validly issued, fully paid and
non-assessable common shares in the capital of the Company.
TERMS OF SUBSCRIPTION
4.1 Pending acceptance of this subscription by the Company, all funds paid
hereunder shall be deposited by the Company and immediately available to the
Company for its general corporate purposes. In the event the subscription is not
accepted, the subscription funds will constitute a non-interest bearing demand
loan of the Subscriber to the Company.
4.2 Subscriber hereby authorizes and directs the Company to deliver the
securities to be issued to such Subscriber pursuant to this Subscription
Agreement to Subscriber's address indicated herein.
4.3 The Shares are being offered on a "best efforts" basis as more particularly
set forth in the Memorandum.
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MISCELLANEOUS
5.1 Any notice or other communication given hereunder shall be deemed sufficient
if in writing and sent by registered or certified mail, return receipt
requested, addressed to the Company, 0000 Xxx-Xxxxxxxxx Xxxxxx West, suite 200,
Westmount (Montreal), Quebec, Canada H3A 0A1 Attention: Xx. Xxxxxx Xxxxxxxx,
President and Chief Executive Officer, and to Subscriber at his address
indicated on the last page of this Subscription Agreement. Notices shall be
deemed to have been given on the date of mailing, except notices of change of
address, which shall be deemed to have been given when received.
5.2 Notwithstanding the place where this Subscription Agreement may be executed
by any of the parties hereto, the parties expressly agree that all the terms and
provisions hereof shall be construed in accordance with and governed by the laws
of the State of Nevada.
5.3 The parties agree to execute and deliver all such further documents,
agreements and instruments and take such other and further action as may be
necessary or appropriate to carry out the purposes and intent of this
Subscription Agreement.
ACCREDITED INVESTOR STATUS
6.1 |_| By checking this box, Subscriber represents and warrants to the Company
that the Subscriber is an "Accredited Investor" as such term is defined in Rule
501 of Regulation D promulgated under the United States Securities Act of 1933,
as amended (the "Act"). The Subscriber acknowledges having reviewed and
considered the definition of "Accredited Investor" attached to this Subscription
Agreement.
IN WITNESS WHEREOF, this Subscription Agreement is executed as of the ___ day of
___________ 200__.
Number of Shares Subscribed For: _______________________________
Signature of Subscriber: _______________________________
Name of Subscriber: _______________________________
Address of Subscriber: _______________________________
Subscriber's SS#: _______________________________
ACCEPTED BY: Teliphone Corp.
Signature of Authorized Signatory: _______________________________
Name of Authorized Signatory: Xxxxxx Xxxxxxxx
Position of Authorized Signatory: President and Chief Executive
Officer
Date of Acceptance: _______________________________
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Accredited Investor Definition
The Subscriber will be an "Accredited Investor" as such term is defined in Rule
501 of Regulation D promulgated under the United States Securities Act of 1933,
as amended (the "Act") if the Subscriber is any of the following:
(1) 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;
(2) 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;
(3) Any director, executive officer of the Company;
(4) 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 503(b)(2)(ii);
(5) Any private business development company as defined in Section 202(a)(22) of
the Investment Advisers Act of 1940;
(6) 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;
(7) Any bank as defined in Section 3(a)(2) of the Act or any savings and loan
association or other institution as defined in Section 3(a)(5)(A) of the Act
whether acting in its individual or fiduciary capacity;
(8) Any insurance company as defined in Section 2(13) of the Act;
(9) Any 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;
(10) Any Small Business Investment Company licensed by the U.S. Small Business
Administration under Section 301(c) or (d) of the Small Business Investment Act
of 1958;
(11) 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;
(12) Any employee benefit plan within the meaning 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,
savings and loan association, insurance company, or registered investment
adviser, 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; and
(13) Any entity in which all of the equity owners are accredited investors.
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