SUBSCRIPTION AGREEMENT
SUBSCRIPTION
AGREEMENT (this “Agreement”) made as of the last date set forth on the signature
page hereof between OriginOil, Inc. (the “Company”), and the undersigned (the
“Subscriber”).
W
I T N E
S S E T H:
WHEREAS,
the Company is conducting a private offering (the “Offering”) consisting of up
to 15,000,000 shares of common stock, par value $.0001 per share (“Shares”); and
WHEREAS,
the Subscriber desires to purchase that number of Shares set forth on the
signature page hereof on the terms and conditions hereinafter set forth.
NOW,
THEREFORE, in consideration of the premises and the mutual representations
and
covenants hereinafter set forth, the parties hereto do hereby agree as follows:
I.
SUBSCRIPTION
FOR SHARES AND REPRESENTATIONS BY SUBSCRIBER
1.1
Subject to the terms and conditions hereinafter set forth and in the
Confidential Offering Memorandum dated August 3, 2007 (such memorandum, together
with all amendments thereof and supplements and exhibits thereto, the
“Memorandum”), the Subscriber hereby irrevocably subscribes for and agrees to
purchase from the Company such number of Shares, and the Company agrees to
sell
to the Subscriber as is set forth on the signature page hereof, at a per
share
price equal to $0.10 per Share. The purchase price is payable by personal
or
business check or money order made payable to “OriginOil, Inc.”
contemporaneously with the execution and delivery of this Agreement by the
Subscriber. Subscribers may also pay the subscription amount by, wire transfer
of immediately available funds to:
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Name:
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OriginOil,
Inc.
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Bank:
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Xxxxx
Fargo Bank
0000
0xx
Xxxxxx
Xxxxx
Xxxxxx, XX 00000
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Account:
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7833317113
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Wiring
ABA:
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000000000
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1.2
The
Subscriber recognizes that the purchase of the Shares involves a high degree
of
risk including, but not limited to, the following: (a) the Company remains
a
development stage business with limited operating history and requires
substantial funds in addition to the proceeds of the Offering; (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) the Subscriber may not be able to liquidate its investment; (d)
transferability of the Shares (sometimes hereinafter collectively referred
to as
the “Securities”) is extremely limited; (e) in the event of a disposition, the
Subscriber could sustain the loss of its entire investment; (f) the Company
has
not paid any dividends since its inception and does not anticipate paying
any
dividends; and (g) the Company may issue additional securities in the future
which have rights and preferences that are senior to those of the Common
Stock.
Without limiting the generality of the representations set forth in Section
1.5
below, the Subscriber represents that the Subscriber has carefully reviewed
the
section of the Memorandum captioned “Risk Factors.”
1.3
The
Subscriber represents that the Subscriber is an “accredited investor” as such
term is defined in Rule 501 of Regulation D (“Regulation D”) promulgated under
the Securities Act of 1933, as amended (the “Securities Act”), as indicated by
the Subscriber’s responses to the questions contained in Article VII hereof, and
that the Subscriber is able to bear the economic risk of an investment in
the
Shares.
1.4
The
Subscriber hereby acknowledges and represents that (a) the Subscriber has
knowledge and experience in business and financial matters, prior investment
experience, including investment in securities that are non-listed, unregistered
and/or not traded on a national securities exchange nor on the National
Association of Securities Dealers, Inc. (the “NASD”) automated quotation system
(“NASDAQ”), or the Subscriber has employed the services of a “purchaser
representative” (as defined in Rule 501 of Regulation D), attorney and/or
accountant to read all of the documents furnished or made available by the
Company both to the Subscriber and to all other prospective investors in
the
Shares to evaluate the merits and risks of such an investment on the
Subscriber’s behalf; (b) the Subscriber recognizes the highly speculative nature
of this investment; and (c) the Subscriber is able to bear the economic risk
that the Subscriber hereby assumes.
1.5
The
Subscriber hereby acknowledges receipt and careful review of this Agreement,
the
Memorandum (which includes the Risk Factors), including all exhibits thereto,
and any documents which may have been made available upon request as reflected
therein (collectively referred to as the “Offering Materials”) and hereby
represents that the Subscriber has been furnished by the Company during the
course of the Offering with all information regarding the Company, the terms
and
conditions of the Offering and any additional information that the Subscriber
has requested or desired to know, and has been afforded the opportunity to
ask
questions of and receive answers from duly authorized officers or other
representatives of the Company concerning the Company and the terms and
conditions of the Offering.
1.6
(a)
In making the decision to invest in the Shares the Subscriber has relied
solely
upon the information provided by the Company in the Offering Materials. To
the
extent necessary, the Subscriber has retained, at its own expense, and relied
upon appropriate professional advice regarding the investment, tax and legal
merits and consequences of this Agreement and the purchase of the Shares
hereunder. The Subscriber disclaims reliance on any statements made or
information provided by any person or entity in the course of Subscriber’s
consideration of an investment in the Shares other than the Offering Materials.
(b) The
Subscriber represents that (i) the Subscriber was contacted regarding the
sale
of the Shares by the Company (or an authorized agent or representative thereof)
with whom the Subscriber had a prior substantial pre-existing relationship
and
(ii) no Shares were offered or sold to it by means of any form of general
solicitation or general advertising, and in connection therewith, the Subscriber
did not (A) receive or review any advertisement, article, notice or other
communication published in a newspaper or magazine or similar media or broadcast
over television or radio, whether closed circuit, or generally available;
or (B)
attend any seminar meeting or industry investor conference whose attendees
were
invited by any general solicitation or general advertising.
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1.7
The
Subscriber hereby represents that the Subscriber, either by reason of the
Subscriber’s business or financial experience or the business or financial
experience of the Subscriber’s professional advisors (who are unaffiliated with
and not compensated by the Company or any affiliate or selling agent of the
Company, directly or indirectly), has the capacity to protect the Subscriber’s
own interests in connection with the transaction contemplated hereby.
1.8
The
Subscriber hereby acknowledges that the Offering has not been reviewed by
the
United States Securities and Exchange Commission (the “SEC”) nor any state
regulatory authority since the Offering is intended to be exempt from the
registration requirements of Section 5 of the Securities Act pursuant to
Regulation D promulgated thereunder. The Subscriber understands that the
Securities have not been registered under the Securities Act or under any
state
securities or “blue sky” laws and agrees not to sell, pledge, assign or
otherwise transfer or dispose of the Securities unless they are registered
under
the Securities Act and under any applicable state securities or “blue sky” laws
or unless an exemption from such registration is available.
1.9
The
Subscriber understands that the Securities comprising the Shares have not
been
registered under the Securities Act by reason of a claimed exemption under
the
provisions of the Securities Act that depends, in part, upon the Subscriber’s
investment intention. In this connection, the Subscriber hereby represents
that
the Subscriber is purchasing the Securities for the Subscriber’s own account for
investment and not with a view toward the resale or distribution to others.
The
Subscriber, if an entity, further represents that it was not formed for the
purpose of purchasing the Securities.
1.10 The
Subscriber understands that there is no public market for the Common Stock
and
that no market may develop for any of such Securities. The Subscriber
understands that even if a public market develops for such Securities, Rule
144
(“Rule 144”) promulgated under the Securities Act requires for non-affiliates,
among other conditions, a one-year holding period prior to the resale (in
limited amounts) of securities acquired in a non-public offering without
having
to satisfy the registration requirements under the Securities Act. The
Subscriber understands and hereby acknowledges that the Company is under
no
obligation to register any of the Securities under the Securities Act or
any
state securities or “blue sky” laws other than as set forth in Article V.
1.11 The
Subscriber consents to the placement of a legend on any certificate or other
document evidencing the Securities that such Securities have not been registered
under the Securities Act or any state securities or “blue sky” laws and setting
forth or referring to the restrictions on transferability and sale thereof
contained in this Agreement. The Subscriber is aware that the Company will
make
a notation in its appropriate records with respect to the restrictions on
the
transferability of such Securities. The legend to be placed on each certificate
shall be in form substantially similar to the following:
“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES OR “BLUE
SKY LAWS,” AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR
HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR
COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY
HAS
RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND
ITS
COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”
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1.12
The
Subscriber understands that the Company will review this Agreement and is
hereby
given authority by the Subscriber to call Subscriber’s bank or place of
employment or otherwise review the financial standing of the Subscriber;
and it
is further agreed that the Company, at its sole discretion, reserves the
unrestricted right, without further documentation or agreement on the part
of
the Subscriber, to reject or limit any subscription, to accept subscriptions
for
fractional Shares and to close the Offering to the Subscriber at any time
and
that the Company will issue stop transfer instructions to its transfer agent
with respect to such Securities.
1.13
The
Subscriber hereby represents that the address of the Subscriber furnished
by
Subscriber on the signature page hereof is the Subscriber’s principal residence
if Subscriber is an individual or its principal business address if it is
a
corporation or other entity.
1.14
The
Subscriber represents that the Subscriber has full power and authority
(corporate, statutory and otherwise) to execute and deliver this Agreement
and
to purchase the Shares. This Agreement constitutes the legal, valid and binding
obligation of the Subscriber, enforceable against the Subscriber in accordance
with its terms.
1.15
If
the Subscriber is a corporation, partnership, limited liability company,
trust,
employee benefit plan, individual retirement account, Xxxxx Plan, or other
tax-exempt entity, it is authorized and qualified to invest in the Company
and
the person signing this Agreement on behalf of such entity has been duly
authorized by such entity to do so.
1.16
The
Subscriber acknowledges that if he or she is a Registered Representative
of an
NASD member firm, he or she must give such firm the notice required by the
NASD’s Rules of Fair Practice, receipt of which must be acknowledged by such
firm in Section 7.4 below.
1.17
The
Subscriber acknowledges that at such time, if ever, as the Securities are
registered (as such term is defined in Article V hereof), sales of the
Securities will be subject to state securities laws.
1.18
(a)
The Subscriber agrees not to issue any public statement with respect to the
Subscriber’s investment or proposed investment in the Company or the terms of
any agreement or covenant between them and the Company without the Company’s
prior written consent, except such disclosures as may be required under
applicable law or under any applicable order, rule or regulation.
(b)
The
Company agrees not to disclose the names, addresses or any other information
about the Subscribers, except as required by law; provided, that the Company
may
use the name of the Subscriber for any offering or in any registration statement
filed pursuant to Article V in which the Subscriber’s shares are included.
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1.19 The
Subscriber agrees to hold the Company and its directors, officers, employees,
affiliates, controlling persons and agents and their respective heirs,
representatives, successors and assigns harmless and to indemnify them against
all liabilities, costs and expenses incurred by them as a result of (a) any
sale
or distribution of the Securities by the Subscriber in violation of the
Securities Act or any applicable state securities or “blue sky” laws; or (b) any
false representation or warranty or any breach or failure by the Subscriber
to
comply with any covenant made by the Subscriber in this Agreement (including
the
Confidential Investor Questionnaire contained in Article VII herein) or any
other document furnished by the Subscriber to any of the foregoing in connection
with this transaction.
II.
REPRESENTATIONS
BY AND COVENANTS OF THE COMPANY
The
Company hereby represents and warrants to the Subscriber that:
2.1
Organization,
Good Standing and Qualification.
The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada and has full corporate power and authority
to conduct its business.
2.2
Capitalization
and Voting Rights.
The
Company has authorized 500,000,000 shares of Common Stock, par value $.0001
per
share, of which 129,250,000 shares are outstanding as of the date hereof.
Except
as set forth in the Offering Materials, there are no outstanding options,
warrants, agreements, convertible securities, preemptive rights or other
rights
to subscribe for or to purchase any shares of capital stock of the Company.
Except as set forth in the Offering Materials and as otherwise required by
law,
there are no restrictions upon the voting or transfer of any of the shares
of
capital stock of the Company pursuant to the Company’s Articles of Incorporation
(the “Articles of Incorporation”), By-Laws or other governing documents or any
agreement or other instruments to which the Company is a party or by which
the
Company is bound.
2.3
Authorization;
Enforceability.
The
Company has all corporate right, power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby. All corporate
action on the part of the Company, its directors and stockholders necessary
for
the (i) authorization execution, delivery and performance of this Agreement
by
the Company; and (ii) authorization, sale, issuance and delivery of the
Securities contemplated hereby and the performance of the Company’s obligations
hereunder has been taken. This Agreement has been duly executed and delivered
by
the Company and constitutes a legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms, subject
to laws of general application relating to bankruptcy, insolvency and the
relief
of debtors and rules of law governing specific performance, injunctive relief
or
other equitable remedies, and to limitations of public policy. The Common
Stock,
when issued and fully paid for in accordance with the terms of this Agreement,
will be validly issued, fully paid and nonassessable. The issuance and sale
of
the Common Stock contemplated hereby will not give rise to any preemptive
rights
or rights of first refusal on behalf of any person which have not been waived
in
connection with this offering.
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2.4 No
Conflict; Governmental Consents.
(a) The
execution and delivery by the Company of this Agreement and the consummation
of
the transactions contemplated hereby will not result in the violation of
any
material law, statute, rule, regulation, order, writ, injunction, judgment
or
decree of any court or governmental authority to or by which the Company
is
bound, or of any provision of the Articles of Incorporation or By-Laws of
the
Company, and will not conflict with, or result in a material breach or violation
of, any of the terms or provisions of, or constitute (with due notice or
lapse
of time or both) a default under, any lease, loan agreement, mortgage, security
agreement, trust indenture or other agreement or instrument to which the
Company
is a party or by which it is bound or to which any of its properties or assets
is subject, nor result in the creation or imposition of any lien upon any
of the
properties or assets of the Company.
(b) No
consent, approval, authorization or other order of any governmental authority
is
required to be obtained by the Company in connection with the authorization,
execution and delivery of this Agreement or with the authorization, issue
and
sale of the Shares, except such filings as may be required to be made with
the
SEC, NASD, NASDAQ and with any state or foreign blue sky or securities
regulatory authority.
2.5 Licenses. Except
as otherwise set forth in the Memorandum, the Company has sufficient licenses,
permits and other governmental authorizations currently required for the
conduct
of its business or ownership of properties and is in all material respects
in
compliance therewith.
2.6 Litigation. The
Company knows of no pending or threatened legal or governmental proceedings
against the Company which could materially adversely affect the business,
property, financial condition or operations of the Company or which materially
and adversely questions the validity of this Agreement or any agreements
related
to the transactions contemplated hereby or the right of the Company to enter
into any of such agreements, or to consummate the transactions contemplated
hereby or thereby. The Company is not a party or subject to the provisions
of
any order, writ, injunction, judgment or decree of any court or government
agency or instrumentality which could materially adversely affect the business,
property, financial condition or operations of the Company. There is no action,
suit, proceeding or investigation by the Company currently pending in any
court
or before any arbitrator or that the Company intends to initiate.
2.7 Disclosure. The
information set forth in the Offering Materials as of the date hereof contains
no untrue statement of a material fact nor omits to state a material fact
necessary in order to make the statements contained therein, in light of
the
circumstances under which they were made, not misleading.
2.8
Investment
Company. The
Company is not an “investment company” within the meaning of such term under the
Investment Company Act of 1940, as amended, and the rules and regulations
of the
SEC thereunder.
2.9
Intellectual
Property.
(i) To
the best of its knowledge, the Company owns or possesses sufficient legal
rights
to all patents, trademarks, service marks, trade names, copyrights, trade
secrets, licenses, information and other proprietary rights and processes
necessary for its business as now conducted and as presently proposed to
be
conducted, without any known infringement of the rights of others. Except
as
disclosed in the Memorandum, there are no material outstanding options, licenses
or agreements of any kind relating to the foregoing proprietary rights, nor
is
the Company bound by or a party to any material options, licenses or agreements
of any kind with respect to the patents, trademarks, service marks, trade
names,
copyrights, trade secrets, licenses, information and other proprietary rights
and processes of any other person or entity other than such licenses or
agreements arising from the purchase of “off the shelf” or standard products.
The Company has not received any written communications alleging that the
Company has violated or, by conducting its business as presently proposed
to be
conducted, would violate any of the patents, trademarks, service marks, trade
names, copyrights or trade secrets or other proprietary rights of any other
person or entity.
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(ii) Except
as disclosed in the Memorandum, the Company is not aware that any of its
employees is obligated under any contract (including licenses, covenants
or
commitments of any nature) or other agreement, or subject to any judgment,
decree or order of any court or administrative agency, that would interfere
with
their duties to the Company or that would conflict with the Company’s business
as presently conducted.
(iii) Neither
the execution nor delivery of this Agreement, nor the carrying on of the
Company’s business by the employees of the Company, nor the conduct of the
Company’s business as presently conducted, will, to the Company’s knowledge,
conflict with or result in a breach of the terms, conditions or provisions
of,
or constitute a default under, any contract, covenant or instrument under
which
any employee is now obligated.
(iv) To
the Company’s knowledge, no employee of the Company, nor any consultant with
whom the Company has contracted, is in violation of any term of any employment
contract, proprietary information agreement or any other agreement relating
to
the right of any such individual to be employed by, or to contract with,
the
Company because of the nature of the business conducted by the Company; and
to
the Company’s knowledge the continued employment by the Company of its present
employees, and the performance of the Company’s contracts with its independent
contractors, will not result in any such violation. The Company has not received
any written notice alleging that any such violation has occurred. Except
as
described in the Memorandum, no employee of the Company has been granted
the
right to continued employment by the Company or to any compensation following
termination of employment with the Company except for any of the same which
would not have a material adverse effect on the business of the Company.
The
Company is not aware that any officer, key employee or group of employees
intends to terminate his, her or their employment with the Company, nor does
the
Company have a present intention to terminate the employment of any officer,
key
employee or group of employees.
2.10 Title
to Properties and Assets; Liens, Etc.
The
Company has good and marketable title to its properties and assets, including
the properties and assets reflected in the most recent balance sheet included
in
the Financial Statements, and good title to its leasehold estates, in each
case
subject to no mortgage, pledge, lien, lease, encumbrance or charge, other
than
(a) those resulting from taxes which have not yet become delinquent; (b)
liens
and encumbrances which do not materially detract from the value of the property
subject thereto or materially impair the operations of the Company; and (c)
those that have otherwise arisen in the ordinary course of business. The
Company
is in compliance with all material terms of each lease to which it is a party
or
is otherwise bound.
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2.11 Obligations
to Related Parties.
Except
as described in the Memorandum, there are no obligations of the Company to
officers, directors, stockholders, or employees of the Company other than
(a)
for payment of salary or other compensation for services rendered, (b)
reimbursement for reasonable expenses incurred on behalf of the Company and
(c)
for other standard employee benefits made generally available to all employees
(including stock option agreements outstanding under any stock option plan
approved by the Board of Directors of the Company). Except as may be disclosed
in the Memorandum, the Company is not a guarantor or indemnitor of any
indebtedness of any other person, firm or corporation.
III.
TERMS
OF SUBSCRIPTION
3.1 There
is no requirement that any minimum number of Shares be sold and therefore
no
escrow will be established for subscription funds. Subscription funds may
be
deposited by the Company directly into its operating account for use as
described in this Confidential Offering Memorandum.
3.2
Certificates representing the Common Stock purchased by the Subscriber pursuant
to this Agreement will be prepared for delivery to the Subscriber within
15
business days following the Closing at which such purchase takes place. The
Subscriber hereby authorizes and directs the Company to deliver the certificates
representing the Common Stock purchased by the Subscriber pursuant to this
Agreement directly to the Subscriber’s residential or business address indicated
on the signature page hereto.
IV.
CONDITIONS
TO OBLIGATIONS OF THE SUBSCRIBERS
4.1 The
Subscriber’s obligation to purchase the Shares at the Closing at which such
purchase is to be consummated is subject to the fulfillment on or prior to
such
Closing of the following conditions, which conditions may be waived at the
option of each Subscriber to the extent permitted by law:
(a) Covenants.
All
covenants, agreements and conditions contained in this Agreement to be performed
by the Company on or prior to the date of such Closing shall have been performed
or complied with in all material respects.
(b) No
Legal Order Pending.
There
shall not then be in effect any legal or other order enjoining or restraining
the transactions contemplated by this Agreement.
(c) No
Law
Prohibiting or Restricting Such Sale.
There
shall not be in effect any law, rule or regulation prohibiting or restricting
such sale or requiring any consent or approval of any person, which shall
not
have been obtained, to issue the Securities (except as otherwise provided
in
this Agreement).
V.
REGISTRATION
RIGHTS
5.1
Definitions.
As used
in this Agreement, the following terms shall have the following meanings.
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(a)
The
term “Holder” shall mean any person owning or having the right to acquire
Registrable Securities or any permitted transferee of a Holder.
(b)
The
terms “register,” “registered” and “registration” refer to a registration
effected by preparing and filing a registration statement or similar document
in
compliance with the Securities Act, and the declaration or order of
effectiveness of such registration statement or document.
(c)
The
term “Registrable Securities” shall mean: (i) the Common Stock; and (ii) any
other shares of Common Stock with respect to which the Company has granted
or
may in the future grant registration rights pursuant to separate agreements;
provided, however, that securities shall only be treated as Registrable
Securities if and only for so long as they (A) have not been disposed of
pursuant to a registration statement declared effective by the SEC; (B) have
not
been sold in a transaction exempt from the registration and prospectus delivery
requirements of the Securities Act so that all transfer restrictions and
restrictive legends with respect thereto are removed upon the consummation
of
such sale; (C) are held by a Holder or a permitted transferee of a Holder
pursuant to Section 5.10; and (D) may not be disposed of under Rule 144(k)
under
the Securities Act without restriction.
5.2
Piggy-Back
Registration.
The
Holders will be entitled to “piggy-back” registration rights of the shares of
Common Stock on registration statements (other than on Form X-0, X-0 or similar
Forms) filed by the Company for certain Shares purchase by the Holder
(“Piggy-Back Rights”). Piggy-back Rights will include the first 15,000 Shares
purchased by the Holder plus 10% of all additional Shares purchased by the
Holder. The Company shall use its best efforts to cause such Registration
Statement to become effective as soon as possible.
5.3
Registration
Procedures.
Whenever required under this Article V to include Registrable Securities
in a
Company registration statement, the Company shall, as expeditiously as
reasonably possible:
(a)
Use
best efforts to (i) cause such registration statement to become effective,
and
(ii) cause such registration statement to remain effective until the earliest
to
occur of (A) such date as the sellers of Registrable Securities (the “Selling
Holders”) have completed the distribution described in the registration
statement and (B) such time that all of such Registrable Securities are no
longer, by reason of Rule 144(k) under the Securities Act, required to be
registered for the sale thereof by such Holders. The Company will also use
its
best efforts to, during the period that such registration statement is required
to be maintained hereunder, file such post-effective amendments and supplements
thereto as may be required by the Securities Act and the rules and regulations
thereunder or otherwise to ensure that the registration statement does not
contain any untrue statement of material fact or omit to state a fact required
to be stated therein or necessary to make the statements contained therein,
in
light of the circumstances under which they are made, not misleading; provided,
however, that if applicable rules under the Securities Act governing the
obligation to file a post-effective amendment permits, in lieu of filing
a
post-effective amendment that (i) includes any prospectus required by Section
10(a)(3) of the Securities Act or (ii) reflects facts or events representing
a
material or fundamental change in the information set forth in the registration
statement, the Company may incorporate by reference information required
to be
included in (i) and (ii) above to the extent such information is contained
in
periodic reports filed pursuant to Section 13 or 15(d) of the Exchange Act
in
the registration statement.
9
(b)
Prepare and file with the SEC such amendments and supplements to such
registration statement, and the prospectus used in connection with such
registration statement, as may be necessary to comply with the provisions
of the
Securities Act with respect to the disposition of all securities covered
by such
registration statement.
(c)
Make
available for inspection upon reasonable notice during the Company’s regular
business hours by each Selling Holder, any underwriter participating in any
distribution pursuant to such registration statement, and any attorney,
accountant or other agent retained by such Selling Holder or underwriter,
all
financial and other records, pertinent corporate documents and properties
of the
Company, and cause the Company’s officers, directors and employees to supply all
information reasonably requested by any such Selling Holder, underwriter,
attorney, accountant or agent in connection with such registration statement.
(d)
Furnish to the Selling Holders such numbers of copies of a prospectus, including
a preliminary prospectus as amended or supplemented from time to time, in
conformity with the requirements of the Securities Act, and such other documents
as they may reasonably request in order to facilitate the disposition of
Registrable Securities owned by them.
(e) Use
best efforts to register and qualify the securities covered by such registration
statement under such other federal or state securities laws of such
jurisdictions as shall be reasonably requested by the Selling Holders; provided,
however, that the Company shall not be required in connection therewith or
as a
condition thereto to qualify to do business or to file a general consent
to
service of process in any such states or jurisdictions, unless the Company
is
already subject to service in such jurisdiction and except as may be required
by
the Securities Act.
(f) In
the event of any underwritten public offering, enter into and perform its
obligations under an underwriting agreement, in usual and customary form,
with
the managing underwriter of such offering. Each Selling Holder participating
in
such underwriting shall also enter into and perform its obligations under
such
an agreement.
(g) Notify
each Holder of Registrable Securities covered by such registration statement,
at
any time when a prospectus relating thereto is required to be delivered under
the Securities Act, (i) when the registration statement or any post-effective
amendment and supplement thereto has become effective; (ii) of the issuance
by
the SEC of any stop order or the initiation of proceedings for that purpose
(in
which event the Company shall make every effort to obtain the withdrawal
of any
order suspending effectiveness of the registration statement at the earliest
possible time or prevent the entry thereof); (iii) of the receipt by the
Company
of any notification with respect to the suspension of the qualification of
the
Registrable Securities for sale in any jurisdiction or the initiation of
any
proceeding for such purpose; and (iv) of the happening of any event as a
result
of which the prospectus included in such registration statement, as then
in
effect, includes an untrue statement of a material fact or omits to state
a
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing.
(h)
Cause
all such Registrable Securities registered hereunder to be listed on each
securities exchange or quotation service on which similar securities issued
by
the Company are then listed or quoted or, if no such similar securities are
listed or quoted on a securities exchange or quotation service, apply for
qualification and use best efforts to qualify such Registrable Securities
for
inclusion on the New York Stock Exchange, American Stock Exchange or listing
on
a quotation system of the National Association of Securities Dealers, Inc.
10
(i) Provide
a transfer agent and registrar for all Registrable Securities registered
pursuant hereunder and CUSIP number for all such Registrable Securities,
in each
case not later than the effective date of such registration.
(j) Cooperate
with the Selling Holders and the managing underwriters, if any, to facilitate
the timely preparation and delivery of certificates representing the Registrable
Securities to be sold, which certificates will not bear any restrictive legends;
and enable such Registrable Securities to be in such denominations and
registered in such names as the managing underwriters, if any, shall request
at
least two business days prior to any sale of the Registrable Securities to
the
underwriters.
(k) In
connection with an underwritten offering, cause the officers of the Company
to
provide reasonable assistance in the preparation of, any “road show”
presentation to potential investors as the managing underwriter may determine.
(l) Comply
with all applicable rules and regulations of the SEC and make generally
available to its security holders earning statements satisfying the provisions
of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar
rule promulgated under the Securities Act) no later than 50 calendar days
after
the end of any 3-month period (or 105 calendar days after the end of any
12-month period if such period is a fiscal year) (i) commencing at the end
of
any fiscal quarter in which Registrable Securities are sold to underwriters
in a
firm commitment or best efforts underwritten offering, and (ii) if not sold
to
underwriters in such an offering, commencing on the first day of the first
fiscal quarter of the Company, after the effective date of a registration
statement, which statements shall cover said period.
(m)
If
the offering is underwritten and at the request of any Selling Holder, use
its
best efforts to furnish on the date that Registrable Securities are delivered
to
the underwriters for sale pursuant to such registration: (i) opinions dated
such
date of counsel representing the Company for the purposes of such registration,
addressed to the underwriters and the transfer agent for the Registrable
Securities so delivered, respectively, to the effect that such registration
statement has become effective under the Securities Act and such Registrable
Securities are freely tradable, and covering such other matters as are
customarily covered in opinions of issuer’s counsel delivered to underwriters
and transfer agents in underwritten public offerings and (ii) a letter dated
such date from the independent public accountants who have certified the
financial statements of the Company included in the registration statement
or
the prospectus, covering such matters as are customarily covered in accountants’
letters delivered to underwriters in underwritten public offerings.
5.4 Furnish
Information.
It
shall be a condition precedent to the obligation of the Company to take any
action pursuant to this Article V with respect to the Registrable Securities
of
any Selling Holder that such Holder shall furnish to the Company such
information regarding the Holder, the Registrable Securities held by the
Holder,
and the intended method of disposition of such securities as shall be reasonably
required by the Company to effect the registration of such Holder’s Registrable
Securities.
11
5.5 Registration
Expenses.
The
Company shall bear and pay all Registration Expenses incurred in connection
with
any registration, filing or qualification of Registrable Securities with
respect
to registration pursuant to Section 5.2 for each Holder, but excluding
underwriting discounts and commissions relating to Registrable Securities
and
excluding any professional fees or costs of accounting, financial or legal
advisors to any of the Holders.
5.6 Underwriting
Requirements.
In
connection with any offering involving an underwriting of shares of the
Company’s capital stock, the Company shall not be required under Section 5.2 to
include any of the Holders’ Registrable Securities in such underwriting unless
they accept the terms of the underwriting as agreed upon between the Company
and
the underwriters selected by it (or by other persons entitled to select the
underwriters), and then only in such quantity as the underwriters determine
in
their sole discretion will not jeopardize the success of the offering by
the
Company. If the total amount of securities, including Registrable Securities,
requested by stockholders to be included in such offering exceeds the amount
of
securities sold other than by the Company that the underwriters determine
in
their sole discretion is compatible with the success of the offering, then
the
Company shall be required to include in the offering only that number of
such
securities, including Registrable Securities, which the underwriters determine
in their sole discretion will not jeopardize the success of the offering
(the
securities so included to be apportioned pro rata among the selling stockholders
according to the total amount of securities entitled to be included therein
owned by each selling stockholder or in such other proportions as shall mutually
be agreed to by such selling stockholders). For purposes of the preceding
parenthetical concerning apportionment, for any selling stockholder who is
a
holder of Registrable Securities and is a partnership or corporation, the
partners, retired partners and stockholders of such holder, or the estates
and
family members of any such partners and retired partners and any trusts for
the
benefit of any of the foregoing persons shall be deemed to be a single “selling
stockholder,” and any pro-rata reduction with respect to such “selling
stockholder” shall be based upon the aggregate amount of shares carrying
registration rights owned by all entities and individuals included in such
“selling stockholder,” as defined in this sentence.
5.7 Delay
of Registration.
No
Holder shall have any right to obtain or seek an injunction restraining or
otherwise delaying any such registration as the result of any controversy
that
might arise with respect to the interpretation or implementation of this
Article.
5.8 Indemnification.
In the
event that any Registrable Securities are included in a registration statement
under this Article V:
(a) To
the extent permitted by law, the Company will indemnify and hold harmless
each
Holder, any underwriter (as defined in the Securities Act) for such Holder
and
each person, if any, who controls such Holder or underwriter within the meaning
of the Securities Act or the Exchange Act, against any losses, claims, damages,
or liabilities (joint or several) to which they may become subject under
the
Securities Act, or the Exchange Act, insofar as such losses, claims, damages,
or
liabilities (or actions in respect thereof) arise out of or are based upon
any
of the following statements, omissions or violations (collectively a
“Violation”): (i) any untrue statement of a material fact contained in such
registration statement, including any preliminary prospectus or final prospectus
contained therein or any amendments or supplements thereto, (ii) the omission
to
state therein a material fact required to be stated therein, or necessary
to
make the statements therein not misleading, or (iii) any violation by the
Company of the Securities Act, the Exchange Act, or any rule or regulation
promulgated under the Securities Act, or the Exchange Act, and the Company
will
pay to each such Holder, underwriter or controlling person, as incurred,
any
legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability, or action;
provided, however, that the indemnity agreement contained in this Section
5.8(a)
shall not apply to amounts paid in settlement of any such loss, claim, damage,
liability, or action if such settlement is effected without the consent of
the
Company (which consent shall not be unreasonably withheld), nor shall the
Company be liable in any such case for any such loss, claim, damage, liability,
or action to the extent that it arises out of or is based upon a Violation
which
occurs in reliance upon and in conformity with written information furnished
expressly for use in connection with such registration by any such Holder,
underwriter or controlling person.
12
(b) To
the extent permitted by law, each Selling Holder will indemnify and hold
harmless the Company, each of its directors, each of its officers, each person,
if any, who controls the Company within the meaning of the Securities Act,
any
underwriter, any other Holder selling securities in such registration statement
and any controlling person of any such underwriter or other Holder, against
any
losses, claims, damages, or liabilities (joint or several) to which any of
the
foregoing persons may become subject, under the Securities Act, or the Exchange
Act, insofar as such losses, claims, damages, or liabilities (or actions
in
respect thereto) arise out of or are based upon any Violation, in each case
to
the extent (and only to the extent) that such Violation occurs in reliance
upon
and in conformity with written information furnished by such Holder expressly
for use in connection with such registration; and each such Holder will pay,
as
incurred, any legal or other expenses reasonably incurred by any person intended
to be indemnified pursuant to this Section 5.8(b), in connection with
investigating or defending any such loss, claim, damage, liability, or action;
provided,
however,
that
the indemnity agreement contained in this Section 5.8(b) shall not apply
to
amounts paid in settlement of any such loss, claim, damage, liability or
action
if such settlement is effected without the consent of the Holder, which consent
shall not be unreasonably withheld; provided,
further,
that,
in
no event shall any indemnity under this Section 5.8(b) exceed the greater
of the
cash value of the (i) gross proceeds from the Offering received by such Holder
or (ii) such Holder’s investment pursuant to this Agreement as set forth on the
signature page attached hereto.
(c)
Promptly after receipt by an indemnified party under this Section 5.8
of
notice of the commencement of any action (including any governmental action),
such indemnified party shall, if a claim in respect thereof is to be made
against any indemnifying party under this Section 5.8, deliver to the
indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly notified, to assume the defense thereof with counsel selected by
the
indemnifying party and approved by the indemnified party (whose approval
shall
not be unreasonably withheld); provided, however, that an indemnified party
(together with all other indemnified parties which may be represented without
conflict by one counsel) shall have the right to retain one separate counsel,
with the fees and expenses to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential differing
interests between such indemnified party and any other party represented
by such
counsel in such proceeding. The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action, if prejudicial to its ability to defend such action, shall relieve
such
indemnifying party of any liability to the indemnified party under this Section
5.8, but the omission so to deliver written notice to the indemnifying party
will not relieve it of any liability that it may have to any indemnified
party
otherwise than under this Section 5.8.
13
(d)
If
the indemnification provided for in this Section 5.8 is held by a court of
competent jurisdiction to be unavailable to an indemnified party with respect
to
any loss, liability, claim, damage, or expense referred to therein, then
the
indemnifying party, in lieu of indemnifying such indemnified party hereunder,
shall contribute to the amount paid or payable by such indemnified party
as a
result of such loss, liability, claim, damage, or expense in such proportion
as
is appropriate to reflect the relative fault of the indemnifying party on
the
one hand and of the indemnified party on the other in connection with the
statements or omissions that resulted in such loss, liability, claim, damage,
or
expense as well as any other relevant equitable considerations. The relative
fault of the indemnifying party and of the indemnified party shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the alleged omission to state a material
fact
relates to information supplied by the indemnifying party or by the indemnified
party and the parties’ relative intent, knowledge, access to information, and
opportunity to correct or prevent such statement or omission.
(e)
Notwithstanding the foregoing, to the extent that the provisions on
indemnification and contribution contained in an underwriting agreement entered
into in connection with an underwritten public offering are in conflict with
the
foregoing provisions, the provisions in such underwriting agreement shall
control.
(f)
The
obligations of the Company and Holders under this Section 5.8 shall survive
the
completion of the Offering.
5.9
Reports
Under Securities Exchange Act of 1934.
With a
view to making available to the Holders the benefits of Rule 144 and any
other
rule or regulation of the SEC that may at any time permit a Holder to sell
securities of the Company to the public without registration or pursuant
to a
registration on Form S-3, the Company agrees to:
(a)
make
and keep public information available, as those terms are understood and
defined
in Rule 144, at all times after 90 days after the effective date of the
registration statement;
(b)
file
with the SEC in a timely manner all reports and other documents required
of the
Company under the Securities Act and the Exchange Act; and
(c)
furnish to any Holder, so long as the Holder owns any Registrable Securities,
forthwith upon request (i) a copy of the most recent annual or quarterly
report
of the Company and such other reports and documents so filed by the Company,
and
(ii) such other information as may be reasonably requested in availing any
Holder of any rule or regulation of the SEC which permits the selling of
any
such securities without registration or pursuant to such form.
5.10
Permitted
Transferees.
The
rights to cause the Company to register Registrable Securities granted to
the
Holders by the Company under this Article V may be assigned in full by a
Holder
in connection with a transfer by such Holder of its Registrable Securities
if:
(a) such Holder gives prior written notice to the Company; (b) such transferee
agrees to comply with the terms and provisions of this Agreement; (c) such
transfer is otherwise in compliance with this Agreement; and (d) such transfer
is otherwise effected in accordance with applicable securities laws. Except
as
specifically permitted by this Section 5.10, the rights of a Holder with
respect
to Registrable Securities as set out herein shall not be transferable to
any
other Person, and any attempted transfer shall cause all rights of such Holder
therein to be forfeited.
14
VI.
LOCK-UP
AGREEMENT
6.1 The
Subscriber understands that the Company may file with the Securities and
Exchange Commission ("SEC") a registration statement on Form SB-2 (the
"Registration Statement") to register certain shares of the Company’s common
stock and to exercise its reasonable best efforts to cause the Registration
Statement to become effective. The Company may also request a broker-dealer
to
file with the National Association of Securities Dealers (the "NASD") to
secure
the listing or quotation of its Common Stock on the Over the Counter Bulletin
Board market maintained by the National Association of Securities Dealers,
Inc.
6.2 Pursuant
to Section 5.2 of this Agreement, the Subscriber has been granted piggy-back
registration rights for the first 15,000 Shares purchased plus 10% of all
additional Shares purchased in this Offering (the “Registration Shares”). Shares
that Subscriber purchases in this Offering that do not qualify as Registration
Shares will be subject to the lock-up provision in Section 6.3 below.
6.3
As an
inducement to NASD market makers to establish a public market for the common
stock, the Subscriber hereby agrees that from the date of the Confidential
Offering Memorandum and until one (1) year after the Registration Statement
is
declared effective by the SEC, the Subscriber will not exercise any rights
to
sell any unregistered shares of the Company's Common Stock as may be permitted
under SEC Rule 144.
VII.
MISCELLANEOUS
7.1 Any
notice or other communication given hereunder shall be deemed sufficient
if in
writing and sent by registered or certified mail, return receipt requested,
or
delivered by hand against written receipt therefor, addressed as follows:
if
to the
Company, to it at:
OriginOil,
Inc.
0000
Xxxxxxx Xxxx Xxxx, 00xx Xxxxx
Xxx
Xxxxxxx, XX 00000
Attn:
T
Xxxxx Xxxxxxxxxx, Chief Executive Officer
With
a
copy to:
Sichenzia
Xxxx Xxxxxxxx Xxxxxxx LLP
00
Xxxxxxxx, 00xx
Xxxxx
Xxx
Xxxx,
XX 00000
Attn:
Xxxxxxx Xxxxxxxxx, Esq.
15
if
to the
Subscriber, to the Subscriber’s address indicated on the signature page of this
Agreement.
Notices
shall be deemed to have been given or delivered on the date of mailing, except
notices of change of address, which shall be deemed to have been given or
delivered when received.
7.2 Except
as otherwise provided herein, this Agreement shall not be changed, modified
or
amended except by a writing signed by the parties to be charged, and this
Agreement may not be discharged except by performance in accordance with
its
terms or by a writing signed by the party to be charged.
7.3 Subject
to the provisions of Section 5.10, this Agreement shall be binding upon and
inure to the benefit of the parties hereto and to their respective heirs,
legal
representatives, successors and assigns. This Agreement sets forth the entire
agreement and understanding between the parties as to the subject matter
hereof
and merges and supersedes all prior discussions, agreements and understandings
of any and every nature among them.
7.4 Upon
the execution and delivery of this Agreement by the Subscriber, this Agreement
shall become a binding obligation of the Subscriber with respect to the purchase
of Common Stock as herein provided, subject, however, to the right hereby
reserved by the Company to enter into the same agreements with other subscribers
and to add and/or delete other persons as subscribers.
7.5
NOTWITHSTANDING THE PLACE WHERE THIS 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 WITHOUT REGARD TO SUCH STATE’S PRINCIPLES OF CONFLICTS OF LAW.
IN THE EVENT THAT A JUDICIAL PROCEEDING IS NECESSARY, THE SOLE FORUM FOR
RESOLVING DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT IS THE SUPREME
COURT OF THE STATE OF NEVADA IN AND FOR XXXXX COUNTY OF NEVADA OR THE FEDERAL
COURTS FOR SUCH STATE AND COUNTY, AND ALL RELATED APPELLATE COURTS, THE PARTIES
HEREBY IRREVOCABLY CONSENT TO THE JURISDICTION OF SUCH COURTS AND AGREE TO
SAID
VENUE.
7.6
In
order to discourage frivolous claims the parties agree that unless a claimant
in
any proceeding arising out of this Agreement succeeds in establishing his
claim
and recovering a judgment against another party (regardless of whether such
claimant succeeds against one of the other parties to the action), then the
other party shall be entitled to recover from such claimant all of its/their
reasonable legal costs and expenses relating to such proceeding and/or incurred
in preparation therefor.
7.7
The
holding of any provision of this Agreement to be invalid or unenforceable
by a
court of competent jurisdiction shall not affect any other provision of this
Agreement, which shall remain in full force and effect. If any provision
of this
Agreement shall be declared by a court of competent jurisdiction to be invalid,
illegal or incapable of being enforced in whole or in part, such provision
shall
be interpreted so as to remain enforceable to the maximum extent permissible
consistent with applicable law and the remaining conditions and provisions
or
portions thereof shall nevertheless remain in full force and effect and
enforceable to the extent they are valid, legal and enforceable, and no
provisions shall be deemed dependent upon any other covenant or provision
unless
so expressed herein.
16
7.8
It is
agreed that a waiver by either party of a breach of any provision of this
Agreement shall not operate, or be construed, as a waiver of any subsequent
breach by that same party.
7.9 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 Agreement.
7.10 This
Agreement may be executed in two or more counterparts each of which shall
be
deemed an original, but all of which shall together constitute one and the
same
instrument.
7.11 Nothing
in this Agreement shall create or be deemed to create any rights in any person
or entity not a party to this Agreement, except (a) for the holders of
Registable Securities.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
17
VIII.
CONFIDENTIAL
INVESTOR QUESTIONNAIRE
8.1 The
Subscriber represents and warrants that he, she or it comes within one category
marked below, and that for any category marked, he, she or it has truthfully
set
forth, where applicable, the factual basis or reason the Subscriber comes
within
that category. ALL INFORMATION IN RESPONSE TO THIS SECTION WILL BE KEPT STRICTLY
CONFIDENTIAL. The undersigned agrees to furnish any additional information
which
the Company deems necessary in order to verify the answers set forth below.
|
Category
A
|
The
undersigned is an individual (not a partnership, corporation, etc.)
whose
individual net worth, or joint net worth with his or her spouse,
presently
exceeds $1,000,000.
|
|
Explanation.
In calculating net worth you may include equity in personal property
and
real estate, including your principal residence, cash, short-term
investments, stock 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
B
|
The
undersigned is an individual (not a partnership, corporation, etc.)
who
had an income in excess of $200,000 in each of the two most recent
years,
or joint income with his or her spouse in excess of $300,000 in
each of
those years (in each case including foreign income, tax exempt
income and
full amount of capital gains and losses but excluding any income
of other
family members and any unrealized capital appreciation) and has
a
reasonable expectation of reaching the same income level in the
current
year.
|
|
Category
C
|
The
undersigned is a director or executive officer of the Company which
is
issuing and selling the Securities.
|
|
Category
D
|
The
undersigned is a bank; a savings and loan association; insurance
company;
registered investment company; registered business development
company;
licensed small business investment company (“SBIC”); or employee benefit
plan within the meaning of Title 1 of ERISA and (a) the investment
decision is made by a plan fiduciary which is either a bank, savings
and
loan association, insurance company or registered investment advisor,
or
(b) the plan has total assets in excess of $5,000,000 or (c) is
a self
directed plan with investment decisions made solely by persons
that are
accredited investors. (describe entity)
|
|
Category
E
|
The
undersigned is a private business development company as defined
in
section 202(a) (22) of the Investment Advisors Act of 1940. (describe
entity)
|
18
|
Category
F
|
The
undersigned is either a corporation, partnership, California or
Nevada?
business trust, or non-profit organization within the meaning of
Section
501(c)(3)
of the Internal Revenue Code, in each case not formed for the specific
purpose of acquiring the Common Stock and with total assets in
excess of
$5,000,000. (describe entity)
|
|
Category
G
|
The
undersigned is a trust with total assets in excess of $5,000,000,
not
formed for the specific purpose of acquiring the Securities, where
the
purchase is directed by a “sophisticated investor” as defined in
Regulation 506(b)(2)(ii) under the Act.
|
|
Category
H
|
The
undersigned is an entity (other than a trust) in which all of the
equity
owners are “accredited investors” within one or more of the above
categories.
|
The
undersigned agrees that the undersigned will notify the Company at any time
on
or prior to the Closing Date in the event that the representations and
warranties in this Agreement shall cease to be true, accurate and complete.
8.2
SUITABILITY(please
answer each question)
(a)
For
an individual Subscriber, please describe your current employment, including
the
company by which you are employed and its principal business:
(b)
For
an individual Subscriber, please describe any college or graduate degrees
held
by you:
(c)
For
all Subscribers, please list types of prior investments:
(d)
For
all Subscribers, please state whether you have participated in other private
placements before:
YES_______ NO_______
Initials_____
19
(e)
If
your answer to question (d) above was “YES”, please indicate frequency of such
prior participation in private
placementsof:
|
Public
Companies
|
Private
Companies
|
||||
|
Frequently
|
|||||
|
Occasionally
|
|||||
|
Never
|
|||||
(f)
For
individual Subscribers, do you expect your current level of income to
significantly decrease in the foreseeable future:
YES_______ NO_______
(g)
For
trust, corporate, partnership and other institutional Subscribers, do you
expect
your total assets to significantly decrease in the foreseeable future:
YES_______ NO_______
(h)
For
all Subscribers, do you have any other investments or contingent liabilities
which you reasonably anticipate could cause you to need sudden cash requirements
in excess of cash readily available to you:
YES_______ NO_______
(i)
For
all Subscribers, are you familiar with the risk aspects and the non-liquidity
of
investments such as the securities for which you seek to subscribe?
YES_______ NO_______
(j)
For
all Subscribers, do you understand that there is no guarantee of financial
return on this investment and that you run the risk of losing your entire
investment?
YES_______ NO_______
8.3
MANNER
IN WHICH TITLE IS TO BE HELD.
(circle
one)
(a)
Individual Ownership
(b)
Community Property
(c)
Joint
Tenant with Right of Survivorship (both parties must sign)
(d)
Partnership*
(e)
Tenants in Common
(f)
Company*
(g)
Trust*
(h)
Other*
*If
Securities are being subscribed for by an entity, the attached Certificate
of
Signatory must also be completed.
20
|
8.4
NASD AFFILIATION.
|
Initials_____
|
Are
you
affiliated or associated with an NASD member firm (please check one):
Yes
_________
No __________
If
Yes,
please describe:
*If
Subscriber is a Registered Representative with an NASD member firm, have
the
following acknowledgment signed by the appropriate party:
The
undersigned NASD member firm acknowledges receipt of the notice required
by
Article 3, Sections 28(a) and (b) of the Rules of Fair Practice.
|
|
|
|
Name
of NASD Member Firm
|
|
|
By:
|
|
|
Authorized
Officer
|
|
|
Date:
|
|
8.5
The
undersigned is informed of the significance to the Company of the foregoing
representations and answers contained in the Confidential Investor Questionnaire
contained in this Article VII and such answers have been provided under the
assumption that the Company will rely on them.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
Initials_____
21
NUMBER
OF SHARES __________ X $0.10 = $__________ (the “Purchase Price”)
|
Signature
|
Signature
(if purchasing jointly)
|
|
|
Name
Typed or Printed
|
Name
Typed or Printed
|
|
|
Title
(if Subscriber is an Entity)
|
Title
(if Subscriber is an Entity)
|
|
|
Entity
Name (if applicable)
|
Entity
Name (if applicable
|
|
|
Xxxxxxx
|
Xxxxxxx
|
|
|
Xxxx,
Xxxxx xxx Xxx Xxxx
|
Xxxx,
Xxxxx and Zip Code
|
|
|
Telephone-Residence
|
Telephone-Residence
|
|
|
Facsimile-Residence
|
Facsimile-Residence
|
|
|
Telephone-Business
|
Telephone-Business
|
|
|
Facsimile-Business
|
Facsimile-Business
|
|
|
Email
|
Email
|
|
|
Tax
ID # or Social Security #
|
Tax
ID # or Social Security #
|
| Name in which securities should be issued: |
Dated:
______________, 2007
This
Subscription Agreement is agreed to and accepted as of ________________ ,
2007.
|
OriginOil,
Inc.
|
|
|
By:
|
|
|
Name:
|
T
Xxxxx Xxxxxxxxxx
|
|
Title:
|
President
and CEO
|
Initials_____
22
CERTIFICATE
OF SIGNATORY
(To
be
completed if Shares are
being
subscribed for by an entity)
I,
____________________________, am the ____________________________ of
__________________________________________ (the “Entity”).
I
certify
that I am empowered and duly authorized by the Entity to execute and carry
out
the terms of the Subscription Agreement and to purchase and hold the Common
Stock, and certify further that the Subscription Agreement 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 set my hand this ________ day of _________________,
2007
Initials_____
23
