EXHIBIT 10.6.2
Form of Subscription Agreement used in Company's
Private Offering of Convertible Notes
and Series C Warrants
IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING.
SIGNIFICANT REPRESENTATIONS ARE CALLED FOR HEREIN.
SUBSCRIPTION AGREEMENT
and
LETTER OF INVESTMENT INTENT
Synergy Resources Corporation
00000 Xxxxxxx 00
Xxxxxxxxxxx, XX 00000
Gentlemen:
The undersigned (the "Subscriber") hereby tenders this subscription for the
purchase of units ("Units" or "Securities") issued by Synergy Resources
Corporation (the "Company"). Each Unit consists of one $100,000 Secured
Convertible Promissory Note ("Note") and 50,000 common stock purchase warrants
("Warrants"). The Units are being offered at a price of $100,000 per Unit (the
"Offering"). By execution below, the Subscriber acknowledges that the Company is
relying upon the accuracy and completeness of the representations and warranties
contained herein in complying with its obligations under applicable securities
laws.
1. Subscription Commitment. The Subscriber hereby subscribes for the
purchase of ____ Units at an aggregate purchase price of $_______________ as
full payment therefor. The purchase price shall be paid to by cashier's check or
by wire transfer to "Synergy Resources Escrow Account".
The Subscriber understands that this subscription is not binding on the
Company until accepted by the Company, 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. If the subscription is rejected,
the Company shall return to the Subscriber, without interest or deduction, any
payment tendered by the Subscriber, and the Company and the Subscriber shall
have no further obligation to each other hereunder. Unless and until rejected by
the Company, this subscription shall be irrevocable by the Subscriber.
2. Representations and Warranties. In order to induce the Company to accept
this subscription, the Subscriber hereby represents and warrants to, and
covenants with, the Company as follows:
(a) Receipt of Document; Access to Information. Subscriber has been
provided with a copy of the Company's Confidential Offering Memorandum (the
"Memorandum") and the attachments thereto The Memorandum and this Subscription
Agreement are referred to herein as the "Documents." The Subscriber has
carefully reviewed and is familiar with all of the terms of the Documents,
including the Risk Factors contained in the Memorandum. The Subscriber has been
given access to full and complete information regarding the Company and has
utilized such access to the Subscriber's satisfaction for the purpose of
obtaining such information regarding the Company as the Subscriber has
reasonably requested; and, particularly, the Subscriber has been given
reasonable opportunity to ask questions of, and receive answers from,
representatives of the Company concerning the terms and conditions of the
offering of the Securities and to obtain any additional information, to the
extent reasonably available. The Subscriber acknowledges that the Subscriber has
had an opportunity to review all of the Company's SEC filings, which are
publicly available at xxx.XXX.xxx.
(b) Reliance. The Subscriber has relied on nothing other than the Documents
(including any exhibits thereto) and the Company's SEC filings in deciding
whether to make an investment in the Company. Except as set forth in the
Documents, no representations or warranties have been made to the Subscriber by
the Company, any selling agent of the Company, or any agent, employee, or
affiliate of the Company or such selling agent.
(c) Economic Loss. The Subscriber believes that an investment in the
Securities is suitable for the Subscriber based upon the Subscriber's investment
objectives and financial needs. The Subscriber (i) has adequate means for
providing for the Subscriber's current financial needs and personal
contingencies; (ii) has no need for liquidity in this investment; (iii) at the
present time, can afford a complete loss of such investment; and (iv) does not
have overall commitments to investments which are not readily marketable and
disproportionate to the Subscriber's net worth, and the Subscriber's investment
in the Securities will not cause such overall commitments to become excessive.
(d) Sophistication. The Subscriber, in reaching a decision to subscribe,
has such knowledge and experience in financial and business matters that the
Subscriber is capable of reading and interpreting financial statements and
evaluating the merits and risk of an investment in the Securities and has the
net worth to undertake such risks. The investment contemplated hereby is the
result of arm's length negotiation between the Subscriber and the Company.
(e) No General Solicitation. The Subscriber was not offered or sold the
Securities, directly or indirectly, by means of any form of general advertising
or general solicitation, including, but not limited to, the following: (1) any
advertisement, article, notice or other communication published in any
newspaper, magazine, or similar medium of or broadcast over television or radio;
or (2) to the knowledge of the undersigned, any seminar or meeting whose
attendees had been invited by any general solicitation or general advertising.
(f) Seek Advice. The Subscriber has obtained, to the extent the Subscriber
deems necessary, the Subscriber's own personal professional advice with respect
to the risks inherent in the investment in the securities, and the suitability
of an investment in the Securities in light of the Subscriber's financial
condition and investment needs;
(g) Investment Risks. The Subscriber recognizes that the Securities as an
investment involves a high degree of risk, including those set forth under the
risk factors contained in the Documents.
(h) Effect and Time of Representations. The information provided by the
Subscriber contained in this Subscription Agreement is true, complete and
correct in all material respects as of the date hereof. The Subscriber
understands that the Company's determination that the exemption from the
registration provisions of the Securities Act of 1933, as amended (the
"Securities Act"), which is based upon non-public offerings and applicable to
the offer and sale of the Securities, is based, in part, upon the
representations, warranties, and agreements made by the Subscriber herein. The
Subscriber consents to the disclosure of any such information, and any other
information furnished to the Company, to any governmental authority or
self-regulatory organization, or, to the extent required by law, to any other
person.
(i) Restrictions on Transfer; No Market for Securities. The Subscriber
acknowledges that (i) the purchase of the Securities is a long-term investment;
(ii) the Subscriber must bear the economic risk of investment for an indefinite
period of time because the Securities have not been registered under the
Securities Act or under the securities laws of any state and, therefore, the
Securities cannot be resold unless they are subsequently registered under said
laws or exemptions from such registrations are available; (iii) there is
presently no public market for the Securities and the Subscriber may be unable
to liquidate the Subscriber's investment in the event of an emergency, or pledge
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the Securities as collateral for a loan; and (iv) the transferability of the
Securities is restricted and (A) requires conformity with the restrictions
contained in paragraph 3 below and (B) legends will be placed on the
certificate(s) representing the Securities referring to the applicable
restrictions on transferability.
(j) No Backup Withholding. The Subscriber certifies, under penalties of
perjury, that the Subscriber is NOT subject to the backup withholding provisions
of Section 3406(a)(i)(C) of the Internal Revenue Code.
(k) Restrictive Legend. Stop transfer instructions will be placed with the
transfer agent for the Securities, and a legend may be placed on any certificate
representing the Securities substantially to the following effect:
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
IN RELIANCE UPON THE EXEMPTIONS FROM REGISTRATION PROVIDED IN THE ACT
AND REGULATION D UNDER THE ACT AND HAVE NOT BEEN REGISTERED UNDER ANY
STATE SECURITIES LAWS. AS SUCH, THE PURCHASE OF THIS SECURITY WAS
NECESSARILY WITH THE INTENT OF INVESTMENT AND NOT WITH A VIEW FOR
DISTRIBUTION. THEREFORE, ANY SUBSEQUENT TRANSFER OF THIS SECURITY OR
ANY INTEREST THEREIN WILL BE UNLAWFUL UNLESS IT IS REGISTERED UNDER
THE ACT AND ANY STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM
REGISTRATION IS AVAILABLE. FURTHERMORE, IT IS UNLAWFUL TO CONSUMMATE A
SALE OR TRANSFER OF THIS SECURITY OR ANY INTEREST THEREIN, WITHOUT THE
OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT THE PROPOSED
TRANSFER OR SALE DOES NOT AFFECT THE EXEMPTIONS RELIED UPON BY THE
COMPANY IN ORIGINALLY DISTRIBUTING THE SECURITY AND THAT REGISTRATION
IS NOT REQUIRED.
(l) Placement Agent. The Subscriber understands that Bathgate Capital
Partners LLC is acting as placement agent (the "Placement Agent") on this
transaction. The Company will pay the Placement Agent a sales commission of 8%
of the gross proceeds of this Offering (2% for sales to persons introduced to
the Placement Agent by the Company's officers and directors) and a
non-accountable expense allowance of 2% of the gross proceeds. The Placement
Agent may re-allow a portion of the commission to participating selling agents.
The Company will also sell to the Placement Agent, for nominal consideration,
warrants to purchase 6,250 shares of Common Stock for every Unit sold in this
Offering. The Warrants will be exercisable at a price of $1.60 per share at any
time on or before December 31, 2014.
(m) Notice of Change. The Subscriber agrees that it will notify the Company
in writing promptly (but in all events within thirty (30) days after the
applicable change) of any actual or anticipated change in any facts or
circumstances, which change would make any of the representations and warranties
in this Subscription Agreement untrue if made as of the date of such change
(after giving effect thereto).
3. Restricted Nature of the Securities; Investment Intent. The Subscriber
has been advised and understands that (a) the Securities have not been
registered under the Securities Act or applicable state securities laws and that
the securities are being offered and sold pursuant to exemptions from such laws;
(b) the Documents may not have been filed with or reviewed by certain state
securities administrators because of the limited nature of the offering; (c) the
Company is under no obligation to register the Securities under the Act or any
state securities laws, or to take any action to make any exemption from any such
registration provisions available. The Subscriber represents and warrants that
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the Securities are being purchased for the Subscriber's own account and for
investment purposes only, and without the intention of reselling or
redistributing the same; the Subscriber has made no agreement with others
regarding any of the Securities; and the Subscriber's financial condition is
such that it is not likely that it will be necessary to dispose of any of such
Securities in the foreseeable future. The Subscriber is aware that, in the view
of the SEC, a purchase of such securities with an intent to resell by reason of
any foreseeable specific contingency or anticipated change in market value, or
any change in the condition of the Company, or in connection with a contemplated
liquidation settlement of any loan obtained for the acquisition of such
securities and for which such securities were pledged, would represent an intent
inconsistent with the representations set forth above. The Subscriber further
represents and agrees that if, contrary to the foregoing intentions, the
Subscriber should later desire to dispose of or transfer any of such Securities
in any manner, the Subscriber shall not do so unless and until (i) said
Securities shall have first been registered under the Act and all applicable
securities laws; or (ii) the Subscriber shall have first delivered to the
Company a written notice declaring such holder's intention to effect such
transfer and describe in sufficient detail the manner and circumstances of the
proposed transfer, which notice shall be accompanied either by a written opinion
of legal counsel who shall be reasonably satisfactory to the Company, which
opinion shall be addressed to the Company and reasonably satisfactory in form
and substance to the Company's counsel, to the effect that the proposed sale or
transfer is exempt from the registration provisions of the Act and all
applicable state securities laws, or by a "no action" letter from the SEC to the
effect that the transfer of the Securities without registration will not result
in recommendation by the staff of the Commission that action be taken with
respect thereto.
4. Residence. The Subscriber represents and warrants that the Subscriber is
a bona fide resident of, is domiciled in and received the offer and made the
decision to invest in the Securities in the state set forth on the signature
page hereof, and the Securities are being purchased by the Subscriber in the
Subscriber's name solely for the Subscriber's own beneficial interest and not as
nominee for, or on behalf of, or for the beneficial interest of, or with the
intention to transfer to, any other person, trust or organization, except as
specifically set forth in this Subscription Agreement.
5. Investor Qualification. The Subscriber represents and warrants that the
Subscriber is an "accredited investor" as that term is defined in Regulation D
under the Securities Act because the Subscriber comes within at least one
category marked below. The Subscriber further represents and warrants that the
information set forth below is true and correct. ALL INFORMATION IN RESPONSE TO
THIS PARAGRAPH WILL BE KEPT STRICTLY CONFIDENTIAL EXCEPT AS REQUIRED BY LAW. The
Subscriber agrees to furnish any additional information which the Company deems
necessary in order to verify the answers set forth below. (Please check all that
apply.)
Category I The Subscriber is an individual (not a partnership,
------ corporation, etc.) whose individual net worth, or
joint net worth with the Subscriber's spouse,
presently exceeds $1,000,000.
Explanation. In calculation of net worth the
Subscriber may include equity in personal property
and real estate, including the Subscriber's principal
residence, cash, short term investments, stocks and
securities. Equity in personal property and real
estate should be based on the fair market value of
such property less debt secured by such property.
Category II The Subscriber is an individual (not a
------ partnership, corporation, etc.) who had an individual
net income in excess of $200,000 in each of the last
two years, or joint income with his/her spouse in
excess of $300,000 in each of the last two years, and
has a reasonable expectation of reaching the same
income level in the current year.
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Category III The Subscriber is an executive officer or director of the Company.
Category IV The Subscriber is a bank as defined in Section 3(a)
------ (2) of the Securities Act; a savings and loan as
defined in Section 3(a)(5)(A) of the Securities
Act; an insurance company as defined in Section
2(13) of the Securities Act; a broker or dealer
registered pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act"); an
investment company registered under the Investment
Company Act of 1940, as amended (the "Investment
Company Act"), or a business development company
as defined in Section 2(a)(48) of the
Investment Company Act; a 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; a 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; an employee
benefit plan within the meaning of the Employee
Retirement Income Security Act of 1974, as amended
("ERISA"), if the investment decision is made by a
plan fiduciary, as defined in Section 3(21) of
ERISA, which is either a bank, savings and loan
association, insurance company, or registered
investment adviser, or 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 (this includes IRAs). (Note: If you check
this category, the Company may request additional
information regarding investment company and ERISA
issues.)
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(describe entity)
Category V The Subscriber is a private business development
------ company as defined in Section 202(a)(22) of the
Investment Advisers Act of 1940, as amended.
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(describe entity)
Category VI The Subscriber is an entity with total assets in
excess of $5,000,000 which was not formed for the
purpose of investing in the Securities and which is
one of the following:
a corporation; or
-------
a partnership; or
-------
a business trust; or
-------
a tax-exempt organization described in
------- Section 501(c)(3) of the Internal Revenue
Code of 1986, as amended.
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(describe entity)
Category VII The Subscriber is an entity all the equity owners
------ of which are "accredited investors" within one or
more of the above categories. If relying upon this
category alone, each equity owner must complete a
separate copy of this Agreement.
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(describe entity)
Category VIII The Subscriber is a trust with total assets in
------ excess of $5,000,000, not formed for the specific
purpose of acquiring the Securities, whose purchase
is directed by a person who has such knowledge and
experience in financial and business matters that he
is capable of evaluating the merits and risks of the
prospective investment.
6. FINRA Questionnaire.
(a) Are you a member of FINRA(1), a person associated with a member of
FINRA(2), or an affiliate of a member?
Yes No
-------- --------
If "Yes," please list any members of FINRA with whom you are associated or
affiliated.
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(1) FINRA defines a "member" as being either any broker or dealer admitted to
membership in FINRA or any officer or partner of such a member, or the
executive representative of such a member or the substitute for such
representative.
(2) FINRA defines a "person associated with a member" as being every sole
proprietor, general or limited partner, officer, director or branch manager
or such member, or any natural person occupying a similar status or
performing similar functions, or any natural person engaged in the
investment banking or securities business who is directly or indirectly
controlling or controlled by such member (for example, any employee),
whether or not any such person is registered or exempt from registration
without FINRA. Thus, "person associated with a member" includes a sole
proprietor, general or limited partner, officer, director or branch manager
or an organization of any kind (whether a corporation, partnership or other
business entity) which itself is a "member" or a "person associated with a
member." In addition, an organization of any kind is a "person associated
with a member" if its sole proprietor or anyone of its general or limited
partners, officers, director or branch managers is a "member" or "person
associated with a member."
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(b) If you are a corporation, are any of your officers, directors or 5%
shareholders a member of FINRA, a person associated with a member of FINRA, or
an affiliate of a member?
Yes No
-------- --------
If "Yes," please list the name of the respective officer, director, or 5%
shareholder and any members of FINRA with whom they are associated or
affiliated.
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7. Authority. The undersigned, if other than an individual, makes the
following additional representations:
(a) The Subscriber was not organized for the specific purpose of acquiring
the Securities;
(b) The Subscriber is fully authorized, empowered and qualified to execute
and deliver this Subscription Agreement, to subscribe for and purchase the
Securities and to perform its obligations under, and to consummate the
transactions that are contemplated by the Subscription Agreement; and
(c) This Subscription Agreement has been duly authorized by all necessary
action on the part of the Subscriber, has been duly executed by an authorized
officer or representative of the Subscriber, and is a legal, valid and binding
obligation of the Subscriber enforceable in accordance with its terms.
8. Use of Proceeds. The Subscriber acknowledges that any proceeds from the
sale of the Units will be used by the Company for working capital and research
and development expenses as further described in the Memorandum.
9. Compliance with Laws; No Conflict. The execution and delivery of the
Subscription Agreement by or on behalf of the Subscriber and the performance of
the Subscriber's obligations under, and the consummation of the transactions
contemplated by, the Subscription Agreement do not and will not conflict with or
result in any violation of, or default under, any provision of any charter,
bylaws, trust agreement, partnership agreement or other governing instrument
applicable to the Subscriber, or other agreement or instrument to which the
Subscriber is a party, or by which the Subscriber is, or any of its assets are,
bound, or any permit, franchise, judgment, decree, statute, rule, regulation or
other law applicable to the Subscriber or the business or assets of the
Subscriber.
10. Reliance on Representations. The Subscriber understands the meaning and
legal consequences of the representations, warranties, agreements, covenants,
and confirmations set out above and agrees that the subscription made hereby may
be accepted in reliance thereon. The Subscriber acknowledges that the Company
has relied and will rely upon the representations and warranties of the
Subscriber in this Subscription Agreement. The Subscriber agrees to indemnify
and hold harmless the Company and any selling agent (including for this purpose
their employees, and each person who controls either of them within the meaning
of Section 20 of the Exchange Act) from and against any and all loss, damage,
liability or expense, including reasonable costs and attorney's fees and
disbursements, which the Company, or such other persons may incur by reason of,
or in connection with, any representation or warranty made herein not having
been true when made, any misrepresentation made by the Subscriber or any failure
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by the Subscriber to fulfill any of the covenants or agreements set forth
herein, or in any other document provided by the Subscriber to the Company.
11. Transferability and Assignability. Neither this Subscription Agreement
nor any of the rights of the Subscriber hereunder may be transferred or assigned
by the Subscriber. The Subscriber agrees that the Subscriber may not cancel,
terminate, or revoke this Subscription Agreement or any agreement of the
Subscriber made hereunder (except as otherwise specifically provided herein) and
that this Subscription Agreement shall survive the death or disability of the
Subscriber and shall be binding upon the Subscriber's heirs, executors,
administrators, successors, and assigns.
12. Survival. The representations and warranties of the Subscriber set
forth herein shall survive the sale of the Securities pursuant to this
Subscription Agreement.
13. Notices. 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 Subscriber, to the address set forth below; and
if to the Company to the address at the beginning of this Subscription
Agreement, or to such other address as the Company or the Subscriber shall have
designated to the other by like notice.
14. Counterparts. This Subscription Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same document.
15. Governing Law. This Subscription Agreement shall be governed by and
construed in accordance with the internal laws (and not the law of conflicts) of
the State of Colorado. The parties hereby consent to the non-exclusive
jurisdiction of the courts of the State of Colorado and any federal or state
court located in Denver, Colorado for any action arising out of this
Subscription Agreement.
16. Entire Agreement. This Agreement, including the appendices hereto,
constitutes the entire agreement, and supersedes all prior agreements or
understandings, among the parties hereto with respect to the subject matter
hereof.
IN NO EVENT WILL THE COMPANY, THE PLACEMENT AGENT, OR ANY OF THEIR AFFILIATES OR
THE PROFESSIONAL ADVISORS ENGAGED BY THEM BE LIABLE IF FOR ANY REASON THE
COMPANY'S OIL AND GAS DRILLING PROGRAM OR THE RESULTS OF OPERATIONS OF THE
COMPANY ARE NOT AS PROJECTED IN THE MEMORANDUM. INVESTORS MUST LOOK SOLELY TO,
AND RELY ON, THEIR OWN ADVISORS WITH RESPECT TO THE FINANCIAL, TAX AND OTHER
CONSEQUENCES OF INVESTING IN THE SECURITIES.
17. Title. Manner in Which Title is To Be Held.
Place an "X" in one space below:
(a) Individual Ownership
------
(b) Community Property
------
(c) Joint Tenant with Right of Survivorship
------ (both parties must sign)
(d) Partnership
------
(e) Tenants in Common
------
(f) Corporation
------
(g) Trust
------
(h) Other (Describe):
------
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Please print above the exact name(s) in which the Securities
are to be held.
18. State of Residence. The Subscriber's state of residence and the state
in which the Subscriber received the offer to invest and made the decision to
invest in the Securities is .
---------------------
19. Date of Birth. (If an individual) The Subscriber's date of birth is:
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SIGNATURES
The Subscriber hereby represents that it has read this entire Subscription
Agreement.
Dated:
---------------------
INDIVIDUAL (includes Community Property, Joint Tenants, Tenants-in-Common)
Address to Which Correspondence
Should be Directed
----------------------------------------- ------------------------------------
Signature (Individual)
----------------------------------------- ------------------------------------
Signature (All record holders should sign) City, State and Zip Code
----------------------------------------- ------------------------------------
Name(s) Typed or Printed Tax Identification or Social
Security Number
( )
----------------------------------------- ------------------------------------
Telephone Number
COPY OF DRIVER'S LICENSE OR PASSPORT REQUIRED IF NON-BCP CUSTOMER
-----------------------------------------------------------------
Customer Identification Program Notice: To help the government fight the funding
of terrorism and money laundering activities, federal law requires financial
institutions to obtain, verify, and record information that identifies each
client. This means that we will require you to provide the following
information: name, date of birth, address, identification number, and a piece of
documentary identification. If you are an individual and do not have an account
with Bathgate Capital Partners, please include a copy of your driver's license
or passport. If you are an entity, please provide a copy of your articles of
incorporation, trust document, or other identifying document. If you are unable
to produce the information required, we may not be able to complete your
investment transaction.
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CORPORATION, PARTNERSHIP, TRUST, RETIREMENT ACCOUNT OR OTHER ENTITY
----------------------------------------- ------------------------------------
Name of Entity Address to Which Correspondence
Should be Directed
By:
-------------------------------------- ------------------------------------
*Signature City, State and Zip Code
Its:
------------------------------------- ------------------------------------
Title Tax Identification or Social
Security Number
( )
----------------------------------------- ------------------------------------
Name Typed or Printed Telephone Number
*If Securities are being subscribed for by an entity, the Certificate of
Signatory must also be completed.
CERTIFICATE OF SIGNATORY
To be completed if Securities are being subscribed for by an entity.
I, , am the
----------------------------------- ----------------------------
of
(the "Entity").
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I certify that I am empowered and duly authorized by the Entity to execute
and carry out the terms of the Subscription Agreement and Letter of Investment
Intent and to purchase and hold the Securities, and certify that the
Subscription Agreement and Letter of Investment Intent has been duly and validly
executed on behalf of the Entity and constitutes a legal and binding obligation
of the Entity.
IN WITNESS WHEREOF, I have hereto set may hand this ______ day of _______,
2009.
--------------------------------
Signature
COPY OF DRIVER'S LICENSE OR PASSPORT REQUIRED IF NON-BCP CUSTOMER
-----------------------------------------------------------------
Customer Identification Program Notice: To help the government fight the funding
of terrorism and money laundering activities, federal law requires financial
institutions to obtain, verify, and record information that identifies each
client. This means that we will require you to provide the following
information: name, date of birth, address, identification number, and a piece of
documentary identification. If you are an individual and do not have an account
with Bathgate Capital Partners, please include a copy of your driver's license
or passport. If you are an entity, please provide a copy of your articles of
incorporation, trust document, or other identifying document. If you are unable
to produce the information required, we may not be able to complete your
investment transaction.
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ACCEPTANCE
This Subscription Agreement is accepted as of
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Synergy Resources Corporation
By:
-------------------------------
Xx Xxxxxxxx
President and CEO
Date:
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