NOBLE QUESTS, INC. Salt Lake City, Utah 84101 PRIVATE OFFERING OF “RESTRICTED SECURITIES” FOR ACCREDITED INVESTORS ONLY January 31, 2008 SUBSCRIPTION DOCUMENTS
NOBLE
QUESTS, INC.
000
Xxxx Xxxxxx
Salt
Lake City, Utah 84101
$87,740.00
PRIVATE
OFFERING OF “RESTRICTED SECURITIES” FOR ACCREDITED INVESTORS
ONLY
January
31, 2008
SUBSCRIPTION
DOCUMENTS
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Offeree
Name
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Date:
January 31, 2008 No._____________. __________________________________
Xxxxxxx
XxXxxxxx-Law, President
INDEX
TO SUBSCRIPTION DOCUMENTS
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Page
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Number
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Instructions
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3
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6
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Subscriber
Information
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8-10
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Subscriber
Signature
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11
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Company
Representations and Warranties
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12-14
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Suitability
Letter
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15
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Subscriber
Information
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16-17
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Subscriber
Signature
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18
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Subscriber
Representative Acknowledgment
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19
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Representative
Information
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19-20
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Representative
Signature
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21
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Certificate
of Partnership, Corporation or Other Entity
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22
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Agency
Information
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22
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Agency
Signature
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23
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Investment
Letter
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24
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Subscriber
Signature
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25
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2
INSTRUCTIONS
FOR COMPLETING SUBSCRIPTION DOCUMENTS
GENERAL
This
packet contains the documents that are required to be completed by subscribers
(the “Subscriber” or “Subscribers”) and maintained by Noble Quests, Inc., (the
“Company”), in an effort to document the facts relied on by the Company for
claiming one or more exemptions from registration under applicable federal
and
state securities laws, rules and regulations in connection with the Company’s
private offer and sale of shares of its common stock that are “restricted
securities” (the “Company Shares”) as defined and described in the Term Sheet
that comprises the cover page of the Company’s offering materials (respectively,
the “Term Sheet” and the “Offering,” and with these Subscription Documents and
the Term Sheet being collectively called the “Transaction
Documents”).
Completed
and manually executed Subscription Documents with payment as provided below
must
be delivered to the Company, which will review the Subscription Documents and
other information available to it to determine whether to accept the
subscriptions. Only persons who are “accredited investors” as defined in Rule
501 of Regulation D of the Securities and Exchange Commission may subscribe
to
purchase the Company Shares.
The
following is a list of individual documents that must be furnished and may
be
used as a checklist to assure that all necessary documents have been completed
and delivered to the Company:
o 2. Suitability
Letter (2 Copies)
o 3. Investment
Letter (2 Copies)
In
addition, certain Subscribers may be required to complete and deliver the
Subscriber Representative Acknowledgment and/or the Agency Representation Form,
as discussed below.
TRANSMITTAL
OF FUNDS
There
is
no minimum offering required to be achieved before the funds can be utilized
by
the Company as described in the Term Sheet; subscription payments are all for
cash and must be by wire transfer to:
Xxxxxxx
X. Xxxxxxxxxx, Trust Account
Account
No. 217 00102 15
Xxxxx
Fargo Bank
000
Xxxxx
Xxxx, 0xx
Floor
Salt
Lake
City, Utah 84111
ABA
000000000
3
CORPORATIONS,
PARTNERSHIPS, AND OTHER LEGAL ENTITIES
If
the
Subscriber is a corporation, partnership, trust or other legal entity, it must
also furnish a certificate executed by the corporate secretary, partner, trustee
or other appropriate officer to the effect that the person signing the
subscription has been duly authorized to do so; that the subscription is being
made in accordance with the articles of incorporation, bylaws, partnership
agreement, trust agreement or other governing instrument as applicable under
the
circumstances; and that such entity was not formed for the principal purpose
of
making the investment. Advice regarding the form and content of such
certificate, appropriate in specific circumstances, will be provided on
request.
SPECIAL
INSTRUCTIONS
Persons
subscribing jointly (example: husband and wife) must sign the Subscription
Agreement. All blanks in the Subscription Agreement must be completed with
respect to all persons purchasing.
Persons
Subscribing Through an Attorney-in-Fact
A
Subscriber may authorize another person (an attorney-in-fact) to subscribe
for
the Company Shares on the Subscriber’s behalf. To do so, a Subscriber must
execute a power of attorney that appoints such other person as attorney-in-fact
and authorizes him or her in that capacity to execute a Subscription Agreement.
Any Subscription Agreement signed on behalf of a Subscriber by an
attorney-in-fact must be accompanied by a copy of a power of attorney in proper
form executed by such Subscriber.
Retain
Copies
You
should carefully read the Subscription Documents before subscribing for the
purchase of the Company Shares. Once accepted by the Company, subscriptions
may
not be revoked. The duplicate copy of the Subscription Documents should be
retained for your own files. The other copy of the Subscription Documents will
be used by the Company in reviewing your subscription. After processing, a
copy
of the Subscription Agreement, signed by the Company, will be returned to
Subscribers whose subscriptions are accepted and, if applicable, certificates
and authenticated subscriptions will be issued immediately.
Questions
If
you
have any questions regarding the completion of the Subscription Documents in
this packet, contact Xxxxxxx X. Xxxxxxxxxx, Esq.; or for further information
about the Company, contact Xxxx Xxxxxx:
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Xxxxxxx
X. Xxxxxxxxxx, Esq.
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Xxxxxxx
XxXxxxxx-Law, President
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Lawyer
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Noble
Quests, Inc.
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000
Xxxx 000 Xxxxx, Xxxxx 000
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000
Xxxx Xxxxxx
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Salt
Lake City, Utah 84111
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Salt
Lake City, Utah 84101
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Telephone:
(000) 000-0000
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Telephone:
000-000-0000
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4
You
may
also (and you are urged to) question Xx. XxXxxxxx-Law, President of the Company,
by contacting her at the above address and/or telephone; and you can ask
questions of any director or executive officer, accountant or other lawyer
for
the Company, and the contact information for these persons will be provided
by
Xx. XxXxxxxx-Law.
Due
Diligence
Only
“accredited investors” may subscribe to purchase the Company Shares. You are
entitled to ask questions of and receive answers to such questions respecting
information concerning the Company from directors and executive officers of
the
Company to the full satisfaction of each.
The
Company assumes no responsibility for any information regarding Well Chance
Investments Limited, a BVI corporation (“WCI”), the entity with which the
Company intends to complete a Share Exchange Agreement (the “WCI Agreement”);
the closing of such Agreement is a condition precedent of the acceptance and
effectiveness of these Subscription Documents, which is described in the Term
Sheet.
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Very
truly yours,
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Noble
Quests, Inc.
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Xxxxxxx
XxXxxxxx-Law, President
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5
THIS
SUBSCRIPTION AGREEMENT (the “Agreement”) is entered into by and between Noble
Quests, Inc., a Nevada corporation (the “Company”), and the undersigned
subscriber to purchase securities of the Company pursuant hereto (the
“Subscriber”).
The
Company is offering for sale to “accredited investors” only certain of its
Company Shares as described in the Term Sheet and the Offering.
On
the
foregoing premises, the Subscriber hereby subscribes to purchase shares of
the
Company’s Company Shares on the following terms and conditions:
1. Subscription
to Purchase Company Shares
1.1 Offer
to Purchase.
Subject
to the terms and conditions of this Agreement, the Subscriber irrevocably
subscribes to purchase at the Closing as defined herein, the number of Company
Shares outlined on the Counterpart Signature Page hereto.
With
this
Agreement, the Subscriber is also tendering to the Company: (i) a suitability
letter, (ii) an investment letter, (iii) payment of the full subscription
amount, in cash, and (iii) a purchaser representative disclosure and/or
certificate of corporation, partnership or other entity, if applicable. The
foregoing are sometimes hereinafter referred to as the “Subscription Documents.”
1.2 Acceptance
or Rejection.
The
acceptance or rejection of the offer to purchase the Company Shares shall take
place at such time and place within 30 days of the date hereof, as the Company
may specify (which time and place are designated as the “Closing”). At the
Closing, the Company shall either (i) accept this subscription (in whole or
in
part) and deliver to the Subscriber the Company Shares, all against delivery
to
the Company of the full purchase price of the Company Shares equal to the
subscription amount; or (ii) reject this subscription and return to the
Subscriber his/her/its subscription (or as much thereof as is not
accepted).
2. Representations.
The
Subscriber, singly, or on behalf of an entity subscribing, hereby represents
and
warrants as follows:
2.1 Age.
The
Subscriber or signatory is over the age of majority.
2.2 No
Governmental Approval.
The
Subscriber acknowledges that neither the Securities and Exchange Commission
nor
the securities commission of any state or any other federal agency has made
any
determination as to the merits of purchasing the Company Shares.
6
2.3 Information
Provided by the Subscriber.
All
information which the Subscriber has provided or is providing the Company,
or to
its agents or representatives concerning the Subscriber’s suitability to invest
in the Company is complete, accurate and correct as of the date of the signature
on the last page of this Agreement. Such information includes, but is not
limited to information concerning the Subscriber’s personal financial affairs,
business position and the knowledge and experience of the Subscriber and the
Subscriber’s advisors. The Company shall maintain such information regarding the
Subscriber in strict confidence except as may be required to be disclosed to
governmental agencies in support of an available exemption from the registration
requirements of applicable securities laws, rules and regulations regarding
the
offer and sale of the Company Shares.
2.4 Information
Provided by the Company.
The
Subscriber has been provided with access to all material information about
the
Company requested by either the Subscriber, the Subscriber’s purchaser
representative or others representing the Subscriber, including any information
contained in the Xxxxx Archives of the Securities and Exchange Commission (the
“Company SEC Documents”) and information requested to verify any information
furnished, and there has been direct communication between the Company and
its
representatives on the one hand and the Subscriber and the Subscriber’s
representatives and advisors on the other in connection with information
regarding the purchase made hereby. The Company has given the Subscriber the
opportunity to ask questions of and receive answers from the Company and/or
its
directors, officers, employees or representatives concerning the terms and
conditions of this Offering and to obtain any additional information (to the
extent the Company possesses such information or can acquire it without
unreasonable effort or expense) desired or necessary to verify the accuracy
of
the information provided. Any proprietary information disclosed or discovered
by
the Subscriber in reviewing information made available to the Subscriber by
the
Company in connection with the offer and sale of the Company Shares shall be
maintained by the Subscriber in strict confidence.
2.5 Subscription
Subject to Acceptance.
The
Subscriber acknowledges that this Agreement may be accepted or rejected by
the
Company with respect to all or part of the amount subscribed and that, to the
extent the subscription may be rejected, the accompanying cash subscription
payment will be refunded without payment of interest and without deduction
of
expenses.
2.6 Financial
Condition of the Subscriber.
The
Subscriber has adequate means of providing for his/her/its current needs and
possible personal contingencies and has no need now, and anticipates no need
in
the foreseeable future, to sell the Company Shares for which the undersigned
hereby subscribes. The Subscriber represents that Subscriber is able to bear
the
economic risks of this investment and is able to hold the securities for an
indefinite period of time and has a sufficient net worth to sustain a loss
of
the entire investment, in the event such loss should occur.
2.7 Purchase
Entirely for Own Account.
The
Subscriber has no present intention of dividing the Company Shares with others
or of reselling or otherwise disposing of any portion of the Company Shares
unless registered pursuant to a registration statement filed with the Securities
and Exchange Commission or there is an available exemption from such
registration for any such disposition.
7
2.8 No
Reliance on Unauthorized Representations.
The
Subscriber has not specifically relied on any oral representations from the
Company, or any broker or salesman or their partners, shareholders, directors,
officers, employees or agents, except:
In
making
a decision to purchase the Company Shares, the Subscriber has had an opportunity
to ask questions of and receive answers to such questions respecting information
concerning the Company from directors and executive officers of the Company
to
the full satisfaction of each.
3. Subscriber’s
Assignment and Transfer of Company Shares.
The
Company and the Subscriber hereby agree that this Agreement, the Company Shares
to be purchased by Subscriber pursuant to this Agreement and the obligations,
rights and privileges of the Subscriber under this Agreement shall be fully
assignable and/or transferable by the Subscriber to the extent permitted under
applicable securities laws.
4. Representations
and Warranties of Company.
The
representations and warranties of the Company set forth on Exhibit A hereto
are
incorporated by reference into this Agreement and shall survive the
Closing.
5. Miscellaneous.
The
Subscriber further understands, acknowledges and agrees that:
(a)
This
Agreement shall be construed in accordance with and governed by the laws of
the
State of Nevada.
(b)
This
Agreement constitutes the entire agreement between the parties regarding the
subject matter hereof.
(c)
Notwithstanding any of the representations, warranties, acknowledgments or
agreements made herein by the Subscriber, the Subscriber does
not
thereby or in any other manner waive any rights granted to the Subscriber under
federal or state securities laws.
(d)
This
Agreement does not entitle the Subscriber to any rights as a shareholder of
the
Company’s securities with respect to any securities purchasable hereunder which
have not been fully paid for.
8
(e)
In
the event of any breach of any of the terms and provisions hereof by the Company
or the Subscriber, the prevailing party in any action brought to enforce the
terms and provisions of this Agreement shall be entitled to recover reasonable
attorneys’ fees and costs.
(f)
The
Common Stock comprise “restricted securities” that must be held at least one
year prior to public sale under Rule 144 of the Securities and Exchange
Commission, among other resale conditions, and maybe longer, if the recent
amendments to Rule 144 that are effective on February 15, 2008, are applicable
to this Offering.
9
COUNTERPART
SIGNATURE PAGE TO
This
Counterpart Signature Page for that certain Subscription Agreement between
Noble
Quests, Inc., a Nevada corporation (the “Company”), and the undersigned
Subscriber to purchase securities of the Company pursuant thereto, is executed
by the undersigned as of the date hereof. The undersigned, through execution
and
delivery of this Counterpart Signature page, intends to be legally bound by
the
terms of such Agreement.
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SUBSCRIBER
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Date:
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Tax
I.D. Number or Social Security Number
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Type
or Print Name of Subscriber(s) in Exact Form to be used on Records
of the
Company
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Number
and Street
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Signature
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City,
State and Zip Code
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Signature
of Joint Subscriber, If Any
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Number
of Company Shares
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Total
Subscription Price
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ACCEPTANCE
BY THE COMPANY
The
Company hereby accepts the foregoing subscription and agrees to be bound by
the
terms of this Agreement.
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Noble
Quests, Inc.
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Dated:
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By
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10
Exhibit
A
Company
Representations and Warranties
The
Company hereby makes the following representations and warranties to the
Subscriber as of the Closing.
Organization
and Good Standing.
The
Company is duly incorporated, organized, validly existing and in good standing
under the laws of the State of Nevada and has all requisite corporate power
and
authority to own, lease and to carry on its business as now being conducted.
The
Company is qualified to do business and is in good standing as a foreign
corporation in each of the jurisdictions in which it owns property, leases
property, does business, or is otherwise required to do so, where the failure
to
be so qualified would have a material adverse effect on the businesses,
operations, or financial condition of the Company.
Authority.
The
Company has all requisite corporate power and authority to execute and deliver
this Subscription Documents and the WCI Agreement and any other document
contemplated by the WCI Agreement (collectively, the “Company Documents”) to be
signed by the Company and to perform its obligations hereunder and to consummate
the transactions contemplated hereby. The execution and delivery of each of
the
Company Documents by the Company and the consummation by the Company of the
transactions contemplated hereby have been duly authorized by its Board of
Directors and no other corporate or shareholder proceedings on the part of
the
Company is necessary to authorize such documents or to consummate the
transactions contemplated hereby. The Company Documents when executed and
delivered by the Company as contemplated by this WCI Agreement will be, duly
executed and delivered by the Company and when executed and delivered by the
Company, as contemplated hereby will be, valid and binding obligations of the
Company enforceable in accordance with their respective terms,
except:
| • |
as
limited by applicable bankruptcy, insolvency, reorganization, moratorium,
and other laws of general application affecting enforcement of
creditors’
rights generally;
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•
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as
limited by laws relating to the availability of specific performance,
injunctive relief, or other equitable remedies;
and
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| • |
as
limited by public policy.
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11
Capitalization
of the Company.
The
entire authorized capital stock and other equity securities of the Company
consists of 50,000,000 shares of common stock with a par value of $0.001 (the
“Company Common Stock”) and 10,000,000 shares of preferred stock with a par
value of $0.001 (the “Preferred Stock”). As of the date of the Subscription
Documents, there are 5,119,885 shares of the Company Common Stock and no shares
of Preferred Stock issued and outstanding. At closing of the Company Documents,
there will be no more than 2,700,000 shares of the Company Common Stock and
no
shares of Preferred Stock issued and outstanding, excluding all shares of
Company Common Stock that shall be issued simultaneous with the closing of
the
Company Documents; taking into account the 2,700,000 shares, there will be
8,200,000 outstanding shares of the Company Common Stock following the closing
of the Company Documents. All of the issued and outstanding shares of the
Company Common Stock have been duly authorized, are validly issued, were not
issued in violation of any pre-emptive rights and are fully paid and
non-assessable, are not subject to pre-emptive rights and were issued in full
compliance with all federal, state, and local laws, rules and regulations.
Except as contemplated by this Agreement, there are no outstanding options,
warrants, subscriptions, phantom shares, conversion rights, or other rights,
agreements, or commitments obligating the Company to issue any additional shares
of the Company Common Stock, or any other securities convertible into,
exchangeable for, or evidencing the right to subscribe for or acquire from
the
Company any shares of the Company Common Stock as of the date of this Agreement.
There are no agreements purporting to restrict the transfer of the Company
Common Stock, no voting agreements, voting trusts, or other arrangements
restricting or affecting the voting of the Company Common Stock.
Non-Contravention.
Neither
the execution, delivery and performance of this Agreement, nor the consummation
of the Transaction, will:
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•
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conflict
with, result in a violation of, cause a default under (with or without
notice, lapse of time or both) or give rise to a right of termination,
amendment, cancellation or acceleration of any obligation contained
in or
the loss of any material benefit under, or result in the creation
of any
lien, security interest, charge or encumbrance upon any of the material
properties or assets of the Company under any term, condition or
provision
of any loan or credit agreement, note, debenture, bond, mortgage,
indenture, lease or other agreement, instrument, permit, license,
judgment, order, decree, statute, law, ordinance, rule or regulation
applicable to the Company or any of its material property or
assets;
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•
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violate
any provision of the applicable incorporation or charter documents
of the
Company; or
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•
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violate
any order, writ, injunction, decree, statute, rule, or regulation
of any
court or governmental or regulatory authority applicable to the Company
or
any of its material property or
assets.
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Validity
of the Company Common Stock Issuable upon the Transaction.
The
Company Common Stock to be issued to the Subscribers upon consummation of the
Closing Documents and acceptance of the Subscription Documents will, upon
issuance, have been duly and validly authorized and, when so issued in
accordance with the terms of the Subscription Documents and the Company
Documents, will be duly and validly issued, fully paid and
non-assessable.
Actions
and Proceedings.
To the
best knowledge of the Company, there is no claim, charge, arbitration,
grievance, action, suit, investigation or proceeding by or before any court,
arbiter, administrative agency or other governmental authority now pending
or,
to the best knowledge of the Company, threatened against the Company which
involves any of the business, or the properties or assets of the Company that,
if adversely resolved or determined, would have a material adverse effect on
the
business, operations, assets, properties, prospects or conditions of the Company
taken as a whole (a “Company Material Adverse Effect”). There is no reasonable
basis for any claim or action that, based upon the likelihood of its being
asserted and its success if asserted, would have such a Company Material Adverse
Effect.
12
Compliance.
| (a) |
To
the best knowledge of the Company, the Company is in compliance with,
is
not in default or violation in any material respect under, and has
not
been charged with or received any notice at any time of any material
violation of any statute, law, ordinance, regulation, rule, decree
or
other applicable regulation to the business or operations of the
Company;
|
| (b) |
To
the best knowledge of the Company, the Company is not subject to
any
judgment, order or decree entered in any lawsuit or proceeding applicable
to its business and operations that would constitute a Company Material
Adverse Effect;
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| (c) |
the
Company has duly filed all reports and returns required to be filed
by it
with governmental authorities and has obtained all governmental permits
and other governmental consents, except as may be required after
the
execution of this Agreement. All of such permits and consents are
in full
force and effect, and no proceedings for the suspension or cancellation
of
any of them, and no investigation relating to any of them, is pending
or
to the best knowledge of the Company, threatened, and none of them
will be
affected in a material adverse manner by the consummation of Subscription
Documents; and
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| (d) |
the
Company has operated in material compliance with all laws, rules,
statutes, ordinances, orders and regulations applicable to its business.
the Company has not received any notice of any violation thereof,
nor is
the Company aware of any valid basis
therefore.
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SEC
Filings.
The
Company has furnished or made available to Subscribers a true and complete
copy
of each report, schedule, registration statement and proxy statement filed
by
the Company with the SEC (collectively, and as such documents have since the
time of their filing been amended, the “the Company SEC Documents”). As of their
respective dates, the Company SEC Documents complied in all material respects
with the requirements of the
Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and
the rules and regulations of the Securities and Exchange Commission thereunder
applicable to such Company SEC Documents.
The
Company SEC Documents constitute all of the documents and reports that the
Company was required to file with the Securities and Exchange Commission
pursuant to the Exchange Act and the rules and regulations promulgated
thereunder by the Securities and Exchange Commission.
Financial
Representations.
Included with the Company SEC Documents are true, correct, and complete copies
of audited balance sheets for the Company dated as of June 30, 2007 and
unaudited balance sheets for the Company dated as of September 30, 2007 (the
“Company Accounting Date”), together with related statements of income, cash
flows, and changes in shareholder’s equity for the fiscal year and interim
period then ended (collectively, the “Company Financial Statements”). The
Company Financial Statements:
13
| (a) |
are
in accordance with the books and records of the
Company;
|
| (b) |
present
fairly the financial condition of the Company as of the respective
dates
indicated and the results of operations for such periods;
and
|
| (c) |
have
been prepared in accordance with
GAAP.
|
The
Company has not received any advice or notification from its independent
certified public accountants that the Company has used any improper accounting
practice that would have the effect of not reflecting or incorrectly reflecting
in the Company Financial Statements or the books and records of the Company,
any
properties, assets, liabilities, revenues, or expenses. The books, records,
and
accounts of the Company accurately and fairly reflect, in reasonable detail,
the
assets, and Liabilities of the Company. the Company has not engaged in any
transaction, maintained any bank account, or used any funds of the Company,
except for transactions, bank accounts, and funds which have been and are
reflected in the normally maintained books and records of the
Company.
No
SEC
or NASD (FINRA) Inquiries.
Neither
the Company nor any of its past or present officers or directors is the subject
of any formal or informal inquiry or investigation by the SEC or NASD (now
FINRA). the Company currently does not have any outstanding comment letters
or
other correspondences from the SEC or the NASD (FINRA).
Completeness
of Disclosure.
The
Company SEC Documents do not and will not contain any untrue statement of a
material fact or omits or will omit to state a material fact required to be
stated herein or therein or necessary to make any statement herein or therein
not materially misleading.
14
SUITABILITY
LETTER
|
TO:
|
Noble
Quests, Inc.
|
|
000
Xxxx Xxxxxx
|
|
|
Salt
Lake City, Utah 84101
|
Singly
or
on behalf of a subscribing entity, I make the following representations with
the
intent that they may be relied upon by Noble Quests, Inc., a Nevada corporation
(the “Company”), in determining my suitability or that of my principal as a
subscriber (the “Subscriber”) to purchase the Company Shares as described in the
Term Sheet and the Offering.
1. I
have
such knowledge and experience in business and financial matters that I am
capable of evaluating the Company, its proposed business activities and the
risks and merits of this prospective investment, and am not
utilizing a purchaser representative as defined in Regulation D promulgated
under the Securities Act of 1933, as amended (the “Securities Act”), in
connection with the evaluation of such risks and merits, except the following:
2. I
shall
provide a separate written statement from each purchaser representative on
the
Subscriber Representative Acknowledgment form available from the Company or
its
placement agents in which is disclosed (i) the relationship of the purchaser
representative with the Company, if any, which has existed at any time during
the previous two years, (ii) the compensation received or to be received as
a
result of such relationship, and (iii) the education, experience and knowledge
in financial and business matters which enables the purchaser representative
to
evaluate the relative merits and risks of an investment in the
Company.
3. The
undersigned, or the undersigned and the purchaser representatives listed above
together have such knowledge and experience in financial and business matters
that they are capable of evaluating the Company and the proposed activities
thereof and the merits and risks of this prospective investment.
4. I
have
adequate means of providing for my current needs and possible personal
contingencies and have no need in the foreseeable future for liquidity of an
investment in the Company.
5. I
confirm
that I am an “accredited investor” as defined under Rule 501 of Regulation D of
the Securities Act as checked below:
15
(a) Any
bank
as defined in Section 3(a)(2) of the Securities Act or any savings and loan
association or other institution as defined in Section 3(a)(5)(A) of the
Securities Act whether acting in its individual or fiduciary capacity; any
broker or dealer registered pursuant to Section 15 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”); any insurance company as defined
in Section 2(13) of the Securities Act; any investment company registered under
the Investment Company Act of 1940 or a business development company as defined
in Section 2(a)(48) of that Act; any small business investment company licensed
by the U.S. Small Business Administration under Section 301(c) or (d) of the
Small Business Investment Act of 1958; any employee benefit plan within the
meaning of the Employee Retirement Income Security Act of 1974, if the
investment decision is made by a plan fiduciary, as defined in Section 3(21)
of
such Act, which is either a bank, savings and loan association, insurance
company, or registered investment advisor, 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;
|
o
|
Yes
|
o
|
No
|
(b) Any
private business development company as defined in Section 202(a)(22) of the
Investment Advisors Act of 1940;
|
o
|
Yes
|
o
|
No
|
(c) Any
organization described in Section 501(c)(3) of the Internal Revenue Code,
corporation, Massachusetts or similar business trust, or partnership, not
formed
for the specific purpose of acquiring the securities offered, with total
assets
in excess of $5,000,000;
|
o
|
Yes
|
o
|
No
|
(d) Any
director, executive officer, or general partner of the issuer of the securities
being offered or sold, or any director, executive officer, or general partner
of
a general partner of that issuer;
|
o
|
Yes
|
o
|
No
|
(e) Any
natural person whose individual net worth, or joint net worth with the person’s
spouse, at the time of this purchase exceeds $1,000,000;
|
o
|
Yes
|
o
|
No
|
(f) Any
natural person who had an individual net income in excess of $200,000 in each
of
the two most recent fiscal years or joint income with the person’s spouse in
excess of $300,000 in each of those two years and has a reasonable expectation
of reaching the same income level in the current fiscal year;
|
o
|
Yes
|
o
|
No
|
16
(g) Any
trust, with total assets in excess of $5,000,000, not formed for the specific
purpose of acquiring the securities offered, whose purchase is directed by
a
sophisticated person as described in Section 230.506(b)(2)(ii); and
|
o
|
Yes
|
o
|
No
|
(h) Any
entity in which all of the equity owners are accredited
investors.
|
o
|
Yes
|
o
|
No
|
If
not an
“accredited investor,” I am a “sophisticated investors,” who, by reason of
business acumen, experience, employment or other factors, are fully capable
of
evaluating the risks and merits of an investment in the Company.
|
o
|
Yes
|
o
|
No
|
6. I
have
previously been advised that I would have an opportunity to review all the
pertinent facts concerning the Company, and to obtain any additional information
which I might request, to the extent possible or obtainable, without
unreasonable effort and expense, in order to verify the accuracy of the
information provided me by the Company.
7. I
have
personally communicated or been offered the opportunity to communicate with
the
directors or executive officers of the Company, its attorneys and accountants
to
discuss the proposed business and financial affairs of the Company, its proposed
activities and plans for the future. I acknowledge that if I would like to
further avail myself of the opportunity to ask additional questions of the
Company, the Company will make arrangements for such an opportunity on
request.
8. I
have
been advised that no accountant or attorney engaged by the Company is acting
as
my representative, accountant or attorney.
9. I
will
hold title to my interest as follows:
|
o
|
Community
Property
|
o
|
Separate
Property
|
|
|
o
|
Joint
Tenants with Rights
|
o
|
Tenants
in Common
|
|
|
of
Survivorship
|
o
|
Other
(limited partnership)
|
10.
I am
a bona fide resident of the State of California. The address below is my true
and correct principal residence.
17
|
DATED
this 31st
day of January, 2008.
|
|||||
|
By:
|
|||||
18
CERTIFICATE
OF PARTNERSHIP, CORPORATION OR OTHER ENTITY
The
undersigned, RMK
Emerging Growth Opportunity Fund, LP, a (the
“Subscriber”), a Delaware limited partnership, with its principal offices
located at the address set forth below, hereby certifies as follows to induce
Noble Quests, Inc., a Nevada corporation (the “Company”), to accept the
Subscriber’s offer to purchase the Company Shares as described in the Term Sheet
and the Offering.
1. Pursuant
to valid and legally binding documents filed at the time and in the manner
required by the laws of the state under which Subscriber was organized as stated
above, Subscriber was formed on December 12, 2007.
2. Subscriber
was organized to engage in the business of investing in small businesses. Since
its organization, Subscriber’s business activities have included the
following:____________________________________________________
_____________________________________________________________________________.
Subscriber
was not
organized for the specific purpose of purchasing the Company’s
securities.
3. The
offer
to purchase the Company Shares to be sold by the Company has been approved
by
the governing authority of Subscriber in accordance with the power vested in
it
by applicable law and the documents under which the Subscriber was organized
and
exists.
4. Subscriber
has determined that the purchase of the Company Shares is consistent with its
purposes and policies, is of benefit to it and involves risks that it can
reasonably bear.
5. On
request of the Company, Subscriber shall deliver a certified copy of resolutions
duly adopted by the board of directors, general partners, trustees or other
governing authority of Subscriber and provide further evidence of the authority
and power of Subscriber to make the investment described herein.
[SIGNATURE
PAGE FOLLOWS]
19
The
Subscriber has caused this document to be executed by the Subscriber’s
representative or agent, hereunto duly authorized as of January 31,
2008.
|
Address:
|
||
|
By:
|
||
|
NOTE:
|
Corporations:
must be signed by a president or vice-president
|
|
Partnerships:
must be signed by all general partners
|
|
|
Trusts:
must be signed by all managing trustees
|
|
|
Others:
contact the issuer
|
20
INVESTMENT
LETTER
Noble
Quests, Inc.
000
Xxxx
Xxxxxx
Salt
Lake
City, Utah 84101
|
Re:
|
Acquisition
of Company Shares of Noble Quests, Inc., a Nevada corporation (the
“Company”), as described in the Term Sheet and
Offering
|
Dear
Ladies and Gentlemen:
In
connection with the acquisition of the Company Shares, I hereby acknowledge
that
singly, or on behalf of an entity subscribing to purchase the Company Shares,
I
represent and warrant that I have sufficient knowledge and experience to
understand the nature of this acquisition and am fully capable of bearing the
economic risk of the loss of my entire cost basis.
I
acknowledge receipt of and access to information regarding the Company and
understand that you will make all books and records of your Company available
to
me for my inspection in connection with the contemplated acquisition of the
Company Shares, and that I have been encouraged to review the information given
to me and ask any questions I may have concerning the information of any
director or officer of the Company or of the legal and accounting firms for
the
Company.
I
understand that I must bear the economic risk of ownership of the Company Shares
for a long period of time, the minimum of which will be one (1) year, as these
securities are “unregistered” securities and may not be sold unless any
subsequent offer or sale is registered with the Securities and Exchange
Commission or otherwise exempt from the registration requirements of the
Securities Act of 1933, as amended (the “Securities Act”), or other applicable
laws, rules and regulations.
I
intend
that you rely on all of my representations made herein as they are made to
induce you to issue me the Company Shares, and I further represent (of my
personal knowledge or by virtue of my reliance on one or more personal
representatives), and agree as follows:
1. That
the
Company Shares are being received for investment purposes and not with a view
toward further distribution;
2. That
I
have a full and complete understanding of the phrase “for investment purposes
and not with a view toward further distribution”;
3. That
I
understand the meaning of “unregistered securities” and know that they are not
freely tradeable;
4. That
any
Company Shares issued by you to me or my principal in connection with the
Company Shares shall be imprinted with a legend restricting their sale,
assignment, hypothecation or other disposition unless it can be made in
accordance with applicable laws, rules and regulations;
21
5. I
agree
that the stock transfer records of your Company shall reflect that I have
requested the Company not to effect any transfer of any certificate representing
any of the securities being acquired unless I or my principal shall first have
obtained an opinion of legal counsel to the effect that they may be sold in
accordance with applicable laws, rules and regulations, and I understand that
any opinion must be from legal counsel satisfactory to the Company and,
regardless of any opinion, I understand that the exemption covered by any
opinion must in fact be applicable to the securities;
6. That
neither I nor my principal shall sell, offer to sell, transfer, assign,
hypothecate or make any other disposition of any interest in the securities
being acquired except as may be pursuant to any applicable laws, rules and
regulations;
7. I
fully
understand that my investment or that of my principal for the acquisition of
the
Company Shares is “risk capital,” and that I and my principal are fully capable
of bearing the economic risks attendant to this investment, without
qualification; and
8. I
also
understand that without approval of counsel for the Company, all of the Company
Shares to be issued and delivered to me or my principal shall be represented
by
one instrument only, and that such Company Shares shall be imprinted with the
following legend or a reasonable facsimile thereof on the front and reverse
sides thereof:
The
securities represented by this certificate have not been registered under the
Securities Act, and may not be sold or otherwise transferred unless compliance
with the registration provisions of such Act has been made or unless
availability of an exemption from such registration provisions has been
established, or unless sold pursuant to Rule 144 under the Act.
Any
request for more than one stock certificate must be accompanied by a letter
signed by the requesting stockholder setting forth all relevant facts relating
to the request. The Company will attempt to accommodate any request where it
believes the request is made for valid business or personal reasons so long
as
in its sole discretion, the granting of the request will not facilitate a
“public” distribution of unregistered securities of the Company
22
|
Dated
this 31st day of January, 2008.
|
||
|
Very
truly yours,
|
||
|
Title:
|
||
|
(title
or capacity)
|
||
23
