Contract
THIS
PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN
AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN)
PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “1933 ACT”).
NONE
OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE
“SUBSCRIPTION AGREEMENT”) RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR
ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED
OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS
DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER
THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933
ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN
ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION,
HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
ACCORDANCE WITH THE 1933 ACT.
PRIVATE
ISSUER
(Subscribers
Resident Outside of the United States)
TO:
ONLINE
TELE-SOLUTIONS INC. (the “Company”)
Purchase of
Shares
1.
Subscription
1.1 The
undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to
purchase from the Company, on the basis of the representations and warranties
and subject to the terms and conditions set forth herein, ________________
shares of common stock (the “Shares”) US $0.05 per Share (the “Subscription
Price”), for the aggregate total purchase price of the undersigned subscriber of
US $______________ (the “Subscription Proceeds”).
1.2 The
Subscriber acknowledges that the offering of Shares contemplated hereby is part
a private placement of Shares having an aggregate subscription level of US
$3,000,000 (the “Offering”). The Offering is not subject to a minimum
aggregate subscription level.
1.3 The
Offering is only open to offshore investors.
2.
Payment
2.1 The
Subscription Proceeds must accompany this Subscription and shall be paid by
certified cheque or bank draft drawn on a U.S. chartered bank reasonably
acceptable to the Company, and made payable and delivered to the
Company. Alternatively, the Subscription Proceeds may be wired to the
Company or its lawyers. If the funds are wired to the Company’s
lawyers, those lawyers are authorized to immediately deliver the funds to the
Company.
2.2 The
Subscriber acknowledges and agrees that this Subscription Agreement, the
Subscription Proceeds and any other documents delivered in connection herewith
will be held on behalf of the Company. In the event that this
Subscription Agreement is not accepted by the Company for whatever reason, which
the Company expressly reserves the right to do, within 60 days of the delivery
of an executed Subscription Agreement by the Subscriber, this Subscription
Agreement, the Subscription Proceeds (without interest thereon) and any other
documents delivered in connection herewith will be returned to the Subscriber at
the address of the Subscriber as set forth in this Subscription
Agreement.
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2.3 Where
the Subscription Proceeds are paid to the Company, the Company is entitled to
treat such Subscription Proceeds as an interest free loan to the Company until
such time as the Subscription is accepted and the certificates representing the
Shares have been issued to the Subscriber. The Company will only expend the
Subscription Proceeds for or in conjunction with an acquisition of a new
business for the Company.
3.
Documents Required from
Subscriber
3.1 The
Subscriber must complete, sign and return to the Company an executed copy of
this Subscription Agreement.
3.2 The
Subscriber shall complete, sign and return to the Company as soon as possible,
on request by the Company, any documents, questionnaires, notices and
undertakings as may be required by regulatory authorities, and applicable
law.
4.
Closing
4.1 Closing
of the offering of the Shares (the “Closing”) shall occur on or before June 30,
2008, or on such other date as may be determined by the Company (the “Closing
Date”).
4.2 The
Company may, at its discretion, elect to close the Offering in one or more
closings, in which event the Company may agree with one or more subscribers
(including the Subscriber hereunder) to complete delivery of the Shares to such
subscriber(s) against payment therefor at any time on or prior to the Closing
Date.
5.
Acknowledgements of
Subscriber
5.1 The
Subscriber acknowledges and agrees that:
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(a)
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none
of the Shares have been registered under the 1933 Act, or under any state
securities or “blue sky” laws of any state of the United States, and,
unless so registered, may not be offered or sold in the United States or,
directly or indirectly, to U.S. Persons, as that term is defined in
Regulation S under the 1933 Act (“Regulation S”), except in accordance
with the provisions of Regulation S, pursuant to an effective registration
statement under the 1933 Act, or pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the 1933 Act
and in each case in accordance with applicable state and provincial
securities laws;
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(b)
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the
Subscriber acknowledges that the Company has not undertaken, and will have
no obligation, to register any of the Shares under the 1933 Act; there is no trading market for
the Shares;
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(c)
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the
decision to execute this Subscription Agreement and acquire the Shares
hereunder has not been based upon any oral or written representation as to
fact or otherwise made by or on behalf of the Company, and such decision
is based entirely upon a review of information (the receipt of which is
hereby acknowledged) which has been provided by the Company to the
Subscriber;
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(d)
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if
the Company has presented a business plan to the Subscriber, the
Subscriber acknowledges that the business plan may not be achieved or be
achievable; the Company is in a start-up phase and there is no assurance
of success;
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(e)
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no
securities commission or similar regulatory authority has reviewed or
passed on the merits of the Shares;
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(f)
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there
is no government or other insurance covering any of the
Shares;
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(g)
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there
are risks associated with an investment in the
Shares;
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(h)
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the
Subscriber has not acquired the Shares as a result of, and will not itself
engage in, any “directed selling efforts” (as defined in Regulation S
under the 0000 Xxx) in the United States in respect of the Shares which
would include any activities undertaken for the purpose of, or that could
reasonably be expected to have the effect of, conditioning the market in
the United States for the resale of the Shares; provided, however, that
the Subscriber may sell or otherwise dispose of the Shares pursuant to
registration thereof under the 1933 Act and any applicable state and
provincial securities laws or under an exemption from such registration
requirements;
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(i)
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the
Subscriber and the Subscriber’s advisor(s) have had a reasonable
opportunity to ask questions of and receive answers from the Company in
connection with the distribution of the Shares hereunder, and to obtain
additional information, to the extent possessed or obtainable without
unreasonable effort or expense, necessary to verify the accuracy of the
information about the Company;
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(j)
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the
books and records of the Company were available upon reasonable notice for
inspection, subject to certain confidentiality restrictions, by the
Subscriber during reasonable business hours at its principal place of
business, and all documents, records and books in connection with the
distribution of the Shares hereunder have been made available for
inspection by the Subscriber, the Subscriber’s lawyer and/or
advisor(s);
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(k)
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the
Subscriber will indemnify and hold harmless the Company and, where
applicable, its directors, officers, employees, agents, advisors and
shareholders, from and against any and all loss, liability, claim, damage
and expense whatsoever (including, but not limited to, any and all fees,
costs and expenses whatsoever reasonably incurred in investigating,
preparing or defending against any claim, lawsuit, administrative
proceeding or investigation whether commenced or threatened) arising out
of or based upon any representation or warranty of the Subscriber
contained herein or in any document furnished by the Subscriber to the
Company in connection herewith being untrue in any material respect or any
breach or failure by the Subscriber to comply with any covenant or
agreement made by the Subscriber to the Company in connection
therewith;
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(l)
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the
Shares are not listed on any stock exchange or automated dealer quotation
system and no representation has been made to the Subscriber that any of
the Shares will become listed on any stock exchange or automated dealer
quotation system;
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(m)
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the
Company will refuse to register any transfer of the Shares not made in
accordance with the provisions of Regulation S, pursuant to an effective
registration statement under the 1933 Act or pursuant to an available
exemption from the registration requirements of the 1933 Act and in
accordance with applicable state and provincial securities
laws;
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(n)
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the
statutory and regulatory basis for the exemption claimed for the offer of
the Shares, although in technical compliance with Regulation S, would not
be available if the offering is part of a plan or scheme to evade the
registration provisions of the 1933 Act or any applicable state and
provincial securities laws;
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(o)
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the
Subscriber has been advised to consult the Subscriber’s own legal, tax and
other advisors with respect to the merits and risks of an investment in
the Shares and with respect to applicable resale restrictions, and it is
solely responsible (and the Company is not in any way responsible) for
compliance with:
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(i)
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any
applicable laws of the jurisdiction in which the Subscriber is resident in
connection with the distribution of the Shares hereunder,
and
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(ii)
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applicable
resale restrictions; and
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(p)
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this
Subscription Agreement is not enforceable by the Subscriber unless it has
been accepted by the Company.
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6.
Representations, Warranties
and Covenants of the Subscriber
6.1 The
Subscriber hereby represents and warrants to and covenants with the Company
(which representations, warranties and covenants shall survive the Closing)
that:
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(a)
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the
Subscriber has the legal capacity and competence to enter into and execute
this Subscription Agreement and to take all actions required pursuant
hereto and, if the Subscriber is a corporation, it is duly incorporated
and validly subsisting under the laws of its jurisdiction of incorporation
and all necessary approvals by its directors, shareholders and others have
been obtained to authorize execution and performance of this Subscription
Agreement on behalf of the
Subscriber;
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(b)
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the
entering into of this Subscription Agreement and the transactions
contemplated hereby do not result in the violation of any of the terms and
provisions of any law applicable to the Subscriber or the Company in the
jurisdiction of the Subscriber’s residence or of any agreement, written or
oral, to which the Subscriber may be a party or by which the Subscriber is
or may be bound and, in particular, the Subscriber warrants that the
Company’s issuance of securities to the Subscriber is in full compliance
with the securities laws of the Subscriber’s jurisdiction of
residence;
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(c)
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the
Subscriber has duly executed and delivered this Subscription Agreement and
it constitutes a valid and binding agreement of the Subscriber enforceable
against the Subscriber in accordance with its
terms;
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(d)
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the
Subscriber is not acquiring the Shares for the account or benefit of,
directly or indirectly, any U.S.
Person;
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(e)
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the
Subscriber is not a U.S. Person;
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(f)
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the
Subscriber is resident in the jurisdiction set out under the heading “Name
and Address of Subscriber” on the signature page of this Subscription
Agreement;
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(g)
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the
sale of the Shares to the Subscriber as contemplated in this Subscription
Agreement complies with or is exempt from the applicable securities
legislation of the jurisdiction of residence of the
Subscriber;
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(h)
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the
Subscriber is acquiring the Shares for investment only and not with a view
to resale or distribution and, in particular, it has no intention to
distribute either directly or indirectly any of the Shares in the United
States or to U.S. Persons;
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(i)
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the
Subscriber is outside the United States when receiving and executing this
Subscription Agreement and is acquiring the Shares as principal for the
Subscriber’s own account (except for the circumstances outlined in
paragraph 6.1(l))
for investment purposes only, and not with a view to, or for, resale,
distribution or fractionalisation thereof, in whole or in part, and no
other person has a direct or indirect beneficial interest in such
Shares;
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(j)
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the
Subscriber is not an underwriter of, or dealer in, the common shares of
the Company, nor is the Subscriber participating, pursuant to a
contractual agreement or otherwise, in the distribution of the
Shares;
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(k)
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the
Subscriber (i) is able to fend for him/her/itself in the Subscription;
(ii) has such knowledge and experience in business matters as to be
capable of evaluating the merits and risks of its prospective investment
in the Shares; and (iii) has the ability to bear the economic risks of its
prospective investment and can afford the complete loss of such
investment;
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(l)
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if
the Subscriber is acquiring the Shares as a fiduciary or agent for one or
more investor accounts the Subscriber has sole investment discretion with
respect to each such account and it has full power to make the foregoing
acknowledgements, representations and agreements on behalf of such
account.
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(m)
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the
Subscriber acknowledges that the Subscriber has not acquired the Shares as
a result of, and will not itself engage in, any “directed selling efforts”
(as defined in Regulation S under the 0000 Xxx) in the United States in
respect of the Shares which would include any activities undertaken for
the purpose of, or that could reasonably be expected to have the effect
of, conditioning the market in the United States for the resale of the
Shares; provided, however, that the Subscriber may sell or otherwise
dispose of the Shares pursuant to registration of the Shares pursuant to
the 1933 Act and any applicable state and provincial securities laws or
under an exemption from such registration requirements and as otherwise
provided herein;
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(n)
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the
Subscriber is not aware of any advertisement of any of the Shares;
and
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(o)
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no
person has made to the Subscriber any written or oral
representations:
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(i)
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that
any person will resell or repurchase any of the
Shares;
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(ii)
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that
any person will refund the purchase price of any of the
Shares;
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(iii)
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as
to the future price or value of any of the Shares;
or
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(iv)
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that
any of the Shares will be listed and posted for trading on any stock
exchange or automated dealer quotation system or that application has been
made to list and post any of the Shares of the Company on any stock
exchange or automated dealer quotation
system.
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7.
Acknowledgement and
Waiver
7.1 The
Subscriber has acknowledged that the decision to purchase the Shares was solely
made on the basis of available information provided to the
Subscriber. The Subscriber hereby waives, to the fullest extent
permitted by law, any rights of withdrawal, rescission or compensation for
damages to which the Subscriber might be entitled in connection with the
distribution of the Shares.
8.
Legending of Subject
Shares
8.1 The
Subscriber hereby acknowledges that upon the issuance thereof, and until such
time as the same is no longer required under the applicable securities laws and
regulations, the certificates representing any of the Shares will bear a legend
in substantially the following form:
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“THESE
SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT
U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933
ACT”). ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS
CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S.
STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR
SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS
DEFINED HEREIN) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN
ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING
TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
ACCORDANCE WITH THE 1933 ACT.”
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8.2 The
Subscriber hereby acknowledges and agrees to the Company making a notation on
its records or giving instructions to the registrar and transfer agent of the
Company in order to implement the restrictions on transfer set forth and
described in this Subscription Agreement.
9.
Commission to the
Agent
9.1 The
Subscriber understands that upon Closing the Company may, in its sole
discretion, approve the payment of a commission to an agent or agents, such
commission to be calculated on the basis of a percentage of the gross proceeds
of the Offering raised from Subscribers introduced to the Company by such
agent(s).
10. Costs
10.1 The
Subscriber acknowledges and agrees that all costs and expenses incurred by the
Subscriber (including any fees and disbursements of any special counsel retained
by the Subscriber) relating to the purchase of the Shares shall be borne by the
Subscriber.
11. Governing
Law
11.1 This
Subscription Agreement is governed by the laws of the State of
Nevada. The Subscriber, in its personal or corporate capacity and, if
applicable, on behalf of each beneficial purchaser for whom it is acting,
irrevocably attorns to the jurisdiction of the courts of the State of
Nevada.
12. Survival
12.1 This
Subscription Agreement, including without limitation the representations,
warranties and covenants contained herein, shall survive and continue in full
force and effect and be binding upon the parties hereto notwithstanding the
completion of the purchase of the Shares by the Subscriber pursuant
hereto.
13. Assignment
13.1 This
Subscription Agreement is not transferable or assignable.
14. Severability
14.1 The
invalidity or unenforceability of any particular provision of this Subscription
Agreement shall not affect or limit the validity or enforceability of the
remaining provisions of this Subscription Agreement.
15. Entire
Agreement
15.1 Except
as expressly provided in this Subscription Agreement and in the agreements,
instruments and other documents contemplated or provided for herein, this
Subscription Agreement contains the entire agreement between the parties with
respect to the sale of the Shares and there are no other terms, conditions,
representations or warranties, whether expressed, implied, oral or written, by
statute or common law, by the Company or by anyone else.
16. Notices
16.1 All
notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given if mailed or transmitted by any standard form of
telecommunication. Notices to the Subscriber shall be directed to the
address on the signature page of this Subscription Agreement and notices to the
Company shall be directed to it at ONLINE TELE-SOLUTIONS INC.,
Attention: President.
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17.
Counterparts and Electronic
Means
17.1 This
Subscription Agreement may be executed in any number of counterparts, each of
which, when so executed and delivered, shall constitute an original and all of
which together shall constitute one instrument. Delivery of an
executed copy of this Subscription Agreement by electronic facsimile
transmission or other means of electronic communication capable of producing a
printed copy will be deemed to be execution and delivery of this Subscription
Agreement as of the date hereinafter set forth.
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18. Delivery
Instructions
18.1 The
Subscriber hereby directs the Company to deliver the Share Certificates
to:
(name)
(address)
18.2 The
Subscriber hereby directs the Company to cause the Shares to be registered on
the books of the Company as follows:
(name)
(address)
IN WITNESS WHEREOF the
Subscriber has duly executed this Subscription Agreement as of the date of
acceptance by the Company.
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(Name
of Subscriber – Please type or print)
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(Signature
and, if applicable, Office)
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(Address
of Subscriber)
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(City,
State or Province, Postal Code of Subscriber)
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(Country
of Subscriber)
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(Fax
and/or E-mail Address of
Subscriber)
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ACCEPTANCE
The
above-mentioned Subscription Agreement in respect of the Shares is hereby
accepted by the Company.
DATED at
______________________ , the________ day of ___________________ ,
2008.
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ONLINE
TELE-SOLUTIONS INC.
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Per:
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Authorized
Signatory
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