EXHIBIT 99.1
SUBSCRIPTION AGREEMENT
FAR GROUP INC.
COMMON SHARES
The undersigned purchaser ("PURCHASER") hereby irrevocably subscribes for and
agrees to purchase the number of common shares (the "COMMON SHARES") of FAR
Group Inc., a Washington corporation ("COMPANY"), indicated on the signature
page hereto in consideration of US$1.00 per share ("PURCHASE PRICE") at the
closings of the transactions contemplated hereby ("TRANSACTION").
The execution by the Purchaser of this Subscription Agreement ("SUBSCRIPTION
AGREEMENT") will constitute an offer by the Purchaser to the Company to
subscribe for the Common Shares. The Company's acceptance of such offer, as
evidenced by the signature of its authorized officer below, will constitute an
agreement between the Purchaser and the Company for the Purchaser to purchase
from the Company, and for the Company to issue and sell to the Purchaser, the
Common Shares upon the terms and conditions contained herein.
In connection with such subscription. Purchaser hereby agrees, represents and
warrants as follows:
1. Agreement to Purchase; Calculation of Number of Common Shares.
---------------------------------------------------------------------
Purchaser hereby subscribes for and purchases that number of Common Shares
set forth on the signature page hereto, at the times set forth therein, pursuant
to the terms of this Subscription Agreement.
Simultaneously with the execution of this Subscription Agreement, the
Purchaser shall pay to the Company the Purchase Price for the number of Common
Shares subscribed for by check payable to "FAR Group Inc." which shall be
applied to payment for the Common Shares subscribed for herein.
The Company may accept or reject any subscription in whole or in part or
may elect to allot to any prospective investor less than the number of Common
Shares applied for by such investor.
2. Delivery of Common Shares.
----------------------------
Subject to such earlier or later date as may be agreed to between the
Company and the Purchaser, payment for the Purchase Price must be made to the
Company no later than July 31, 2002.
Upon receipt of such payment, the Company shall deliver to the Purchaser a
certificate (or certificates, if requested in writing by Purchaser) representing
the number of Common Shares purchased, registered in the name of the Purchaser.
The Company and the Purchaser also hereby agree to execute and deliver at
Closing such other documents as may be necessary or appropriate.
3. Information Concerning the Company.
-------------------------------------
Purchaser acknowledges that he, she or it has received all such information
as Purchaser deems necessary and appropriate to enable him, her or it to
evaluate the financial risk inherent
in making an investment in the Common Shares including but not limited to the
Company's Confidential Offering Memorandum, and the documents and materials
included therewith ("DISCLOSURE DOCUMENTS"). Purchaser further acknowledges that
Purchaser has received satisfactory and complete information concerning the
business and financial condition of the Company in response to all inquiries in
respect thereof.
5. Economic Risk and Suitability.
--------------------------------
Purchaser represents and warrants as follows:
(a) Purchaser realizes that Purchaser's purchase of the Common Shares
involves a high degree of risk and will be a speculative investment,
and that he, she or it is able, without impairing Purchaser's
financial condition, to hold the Common Shares for an indefinite
period of time.
(b) Purchaser recognizes that there is no assurance of future profitable
operations and that investment in the Company involves substantial
risks, and that the Purchaser has taken full cognizance of and
understands all of the risks factors related to the purchase of the
Common Shares.
(c) Purchaser has carefully considered and has, to the extent Purchaser
believes such discussion necessary, discussed with Purchaser's
professional legal, tax and financial advisors the suitability of an
investment in the Company for the particular tax and financial
situation of Purchaser and that Purchaser and/or Purchaser's advisors
have determined that the Common Shares are a suitable investment for
Purchaser.
(d) The financial condition and investment of Purchaser are such that he,
she or it is in a financial position to hold the Common Shares for an
indefinite period of time and to bear the economic risk of, and
withstand a complete loss of, the Purchase Price.
(e) Purchaser alone, or with the assistance of professional advisors, has
such knowledge and experience in financial and business matters that
the undersigned is capable of evaluating the merits and risks of
Purchaser's purchase of the Common Shares or has a pre-existing
personal or business relationship with the Company or any of its
officers, directors, or controlling persons of a duration and nature
that enables the undersigned to be aware of the character, business
acumen and general business and financial circumstances of the Company
or such other person.
(f) Purchaser has carefully read the Disclosure Documents and the Company
has made available to Purchaser or Purchaser's advisors all
information and documents requested by Purchaser relating to
investment in the Common Shares, and has provided answers to
Purchaser's satisfaction to all of Purchaser's questions concerning
the Company and the Offering.
(g) Purchaser has relied solely upon the Disclosure Documents, advice of his or
her representatives, if any, and independent investigations made by the
Purchaser and/or his or her purchaser representatives, if any, in making the
decision to purchase the Common Shares subscribed for herein and acknowledges
that no representations or agreements other than those set forth in the
Disclosure Documents have been made to the Purchaser in respect thereto.
(h) All information which the Purchaser has provided concerning Purchaser
himself, herself or itself is correct and complete as of the date set
forth below, and if there should be any material change in such
information prior to the acceptance of this
subscription for the Common Shares, he, she or it will immediately
provide such information to the Company.
(i) Purchaser confirms that Purchaser has received no general solicitation
or general advertisement and has attended no seminar or meeting (whose
attendees have been invited by any general solicitation or general
advertisement) and has received no advertisement in any newspaper,
magazine, or similar media, broadcast on television or radio regarding
the offering of the Common Shares.
(j) Purchaser is at least 21 years of age and resides at the address
indicated below.
(k) Purchaser hereby represents and warrants that (i) it is acquiring the
Common Shares for investment for Purchaser's own account, and not as a
nominee or agent and not with a view to the resale or distribution of
all or any part of the Common Shares, and Purchaser has no present
intention of selling, granting any participation in or otherwise
distributing any of the Common Shares within the meaning of the
Securities Act of 1933, as amended and (ii) Purchaser does not have
any contracts, understandings, agreements or arrangements with any
person and/or entity to sell, transfer or grant participations to such
person and/or entity, with respect to any of the Common Shares.
6. Restricted Securities.
----------------------
Purchaser acknowledges that the Company has hereby disclosed to Purchaser
in writing:
(a) The Common Shares have not been registered under the Securities Act of
1933, as amended (the "1933 Act"), or the securities laws of any state
of the United States, and such securities are "restricted securities"
that must be held indefinitely unless a transfer of them is
subsequently registered under the 1933 Act, or such securities are
sold pursuant to Regulation S under the 1933 Act or pursuant to an
exemption from registration under the 1933 Act;
(b) The Company will make a notation in its records of the above-described
restrictions on transfer and of the legend described below; and
(c) The Common Shares have not been registered or qualified under the
securities law of my state of residence and are being offered under an
exemption from registration or qualification under the securities laws
of Washington State; and that the offer, sale and issuance of the
Common Shares have not been registered or qualified under any other
state securities laws and if offered in other states, may only be
issued and sold pursuant to applicable exemptions in such states.
7. Legend.
------
Purchaser agrees that all of the certificates representing the Common
Shares shall have endorsed thereon a legend in substantially the following form:
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED,
OR ANY APPLICABLE STATE SECURITIES LAW, AND NO INTEREST THEREIN MAY BE
SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED
OR DISPOSED OF UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT
UNDER SUCH ACT AND APPLICABLE UNITED STATES STATE SECURITIES LAWS
COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, OR (B) THIS
CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF
THESE SECURITIES (CONCURRED IN BY LEGAL COUNSEL FOR THIS CORPORATION)
STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THIS
CORPORATION OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT
FROM REGISTRATION.
8. Further Limitations on Disposition.
-------------------------------------
Without in any way limiting its representations set forth above, Purchaser
further agrees that it shall in no event make any disposition of all or any
portion of the Common Shares unless:
(a) There is then in effect a registration statement under the 1933
Act covering such proposed disposition and such disposition is made in
accordance with said registration statement;
(b) (i) Purchaser shall have notified the Company of the proposed
disposition and shall have furnished the Company with a reasonably
detailed statement of the circumstances surrounding the proposed
disposition; (ii) Purchaser shall have furnished the Company with an
opinion of his or her counsel to the effect that such disposition will
not require registration under the 1933 Act; and (iii) such opinion
shall be in form and substance reasonably acceptable to counsel for
the Company and the Company shall have advised Purchaser of such
acceptance; or
(c) Purchaser will not transfer any of the Common Shares unless such
transfer is exempt from registration under the 1933 Act and such State
Acts and securities laws of other applicable jurisdictions, and, if
requested by the Company, Purchaser has furnished an opinion of
counsel satisfactory to the Company that such transfer is so exempt.
Purchaser understands and agrees that (i) the certificates evidencing
the Common Shares will bear appropriate legends indicating such
transfer restrictions placed upon the Common Shares, (ii) the Company
shall have no obligation to honor transfers of any of the Common
Shares in violation of such transfer restrictions, and (iii) the
Company shall be entitled to instruct any transfer agent or agents for
the securities of the Company to refuse to honor such transfers.
9. Other Acknowledgements and Representations by the Purchaser.
-----------------------------------------------------------------
Purchaser hereby represents and warrants to the Company as follows:
(a) Purchaser has full power and authority to enter into this Agreement
and is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation, and
has all requisite power and authority to carry on its business as now
conducted. All action on the part of Purchaser necessary for the
authorization, execution and delivery of this Agreement, the
performance of all obligations of each of the Parties hereunder has
been taken, and each of the Parties has all requisite power and
authority to enter into this Agreement;
(b) the Purchaser is a Utah corporation whose common stock is registered
under the Securities and Exchange Act of 1934, as amended and whose
common stock is quoted for trading on the NASD Over the Counter
bulletin board;
(c) the Purchaser, through its subsidiary corporation, is in the business
of marketing, distributing and selling products in the health and
wellness industry, including a line of vitamins and food supplements
(the "Products");
(d) the Purchaser intends to enter into a marketing partnership with the
Company to market its Products;
(e) the Purchaser has the business and industry expertise to analyze and
evaluate the financial risk and business plan of the Company;
(f) Purchaser understands and acknowledges that any projections, financial
forecasts which have been provided by the Company to Purchaser may
likely prove to be incorrect in view of the early stage of the
Company's development; and no assurance has been given to me that
actual results will correspond in any meaningful way with the results
contemplated by the various projections, financial forecasts or
predictions;
(g) the Purchaser acknowledges that it is aware that Xxxxx Xxxxxxx, the
Company's founder, sold, effective July 19, 2002, 9.6 million shares
of common stock in the Company to various individuals at a price of
$0.01 per share;
(h) the execution and delivery of this Agreement by Purchaser does not,
and the performance of this Agreement by Purchaser will not, require
any consent, approval, authorization or other action by, or filing
with or notification to, any governmental or regulatory authority. The
execution, delivery and performance of this Agreement by Purchaser
does not (i) conflict with or violate the charter or by-laws or other
governing documents of Purchaser, or (ii) conflict with or violate any
law, rule, regulation, order, writ, judgment, injunction, decree,
determination, contract or award applicable to Purchaser; and
(i) the Purchaser has sought and received independent legal advice in
connection with this Agreement, the Offering and the purchase of
common shares as contemplated herein.
10. Understandings.
--------------
Purchaser understands, acknowledges and agrees with the Company as follows:
(a) Except as set forth in paragraph 1 above, the Purchaser hereby
acknowledges and agrees that the subscription hereunder is irrevocable
by the undersigned, that, except as required by law, the undersigned
is not entitled to cancel, terminate or revoke this Subscription
Agreement or any agreements of the undersigned hereunder and that this
Subscription Agreement and such other agreements shall survive the
death or disability of the undersigned and shall be binding upon and
inure to the benefit of the parties and their heirs, executors,
administrators, successors, legal representatives and permitted
assigns. If the undersigned is more than one person, the obligations
of the undersigned hereunder shall be joint and several and the
agreements, representations, warranties and acknowledgments herein
contained shall be deemed to be made by and be binding upon each such
person and his/her heirs, executors, administrators, successors, legal
representatives and permitted assigns.
(b) No federal, provincial, or state agency has made any finding or
determination as to the accuracy or adequacy of the Disclosure
Documents or as to the fairness of the terms of this offering for
investment nor any recommendation or endorsement of the Common Shares.
(c) The representations, warranties and agreements of the undersigned
contained herein and in any other writing delivered in connection with
the transactions contemplated hereby shall be true and correct in all
respects on and as of the date of the sale of the Common Shares as if
made on and as of such date and shall survive the execution and
delivery of this Subscription Agreement and the purchase of the Common
Shares.
(d) Purchaser understands the meaning and legal consequences of the
representations and warranties contained in this Subscription
Agreement, and Purchaser agrees to indemnify and hold harmless the
Company, its officers and directors, and each agent and employee
thereof, from and against any and all loss, damage, liability or
expense (including judgments, fines, amounts paid in settlement,
attorney's fees and other legal costs actually incurred as a result of
any such person or entity being made a party or threatened to be made
a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative, or investigative,
by reason of or arising from any breach of representation or warranty
of mine or any misrepresentation or misstatement of fact or omission
to state or represent facts made by Purchaser to the Company,
including without limitation, the information which I have furnished
in this Subscription Agreement.
(e) The Company is not under an obligation to register any of the Shares
on Purchaser's behalf or to assist Purchaser in complying with any
exemption from registration.
(f) THE COMMON SHARES MAY NOT BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED
OF EXCEPT AS PERMITTED UNDER THE 1933 ACT AND APPLICABLE STATE
SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
PURCHASERS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE
FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
11. Miscellaneous.
-------------
(a) On or after the date of this Agreement, each of the parties shall, at
the request of the other, furnish, execute and deliver such documents
and instruments and take such other action as the requesting party
shall reasonably require as necessary or desirable to carry out the
transactions contemplated herein.
(b) This Agreement, including all matters of construction, validity and
performance, shall be governed by and construed and enforced in
accordance with the laws of the State of Washington, as applied to
contracts made, executed and to be fully performed in such state by
citizens of such state, without regard to its conflict of law rules.
The parties hereto agree that the exclusive jurisdiction and venue for
any action brought between the parties under this Agreement shall be
the state and federal courts sitting in Seattle, Washington and each
of the parties hereby agrees and submits itself to the exclusive
jurisdiction and venue of such courts for such purpose.
(c) This Agreement, the Confidential Offering Memorandum and Exhibits
thereto, and business plan comprises the entire agreement between the
parties. It may be changed only by further written agreement, signed
by both parties. It supersedes and merges within it all prior
agreements or understandings between the parties, whether written or
oral. In interpreting or construing this Agreement, the fact that one
or the other of the parties may have drafted this Agreement or any
provision shall not be given any weight or relevance.
[The remainder of this page has intentionally been left blank]
(d) This Agreement may be executed in counterparts, each of which will be
deemed to be an original and all of which will constitute one
agreement. A facsimile copy is deemed to be effective delivery of this
Agreement.
Date: July 22, 2002.
250,000 $ 250,000.00
------------------------------------------ -----------------------------
Number of Common Shares purchased Aggregate Purchase Price
HEALTH ANTI-AGING LIFESTYLE OPTIONS, INC.
------------------------------------------ -----------------------------
Purchaser (please print)
/S/ XXXXXXX XXXXXXX (XXXXX XXXXX) XXXXXXX XXXXXXX , PRESIDENT
------------------------------------------ -----------------------------
Purchaser Signature (or Authorized (Name and Title)
Signatory)
0000 XXXXXXXX XXXXXX, XXXX XXXXXXXXX
XX XXXXXX X0X 0X0
------------------------------------------
Purchasers Address
(000) 000-0000
------------------------------------------
Telephone Number
ACCEPTANCE
The foregoing Subscription Agreement and the consideration reflected
therein are hereby accepted.
DATE: July 22, 2002.
--
FAR GROUP INC.
By /s/ Xxx Xxxxxx
------------------------------
President and Director
EXHIBIT B
FAR GROUP INC.
ANNUAL REPORT OF FORM 10-KSB FOR THE CALENDAR YEAR ENDED APRIL 30, 2002
QUARTERLY REPORT ON FORM 10-QSB FOR THE QUARTER PERIOD ENDED JANUARY 31, 2002
QUARTERLY REPORT ON FORM 10-QSB FOR THE QUARTER PERIOD ENDED OCTOBER 31, 2001
QUARTERLY REPORT ON FORM 10-QSB FOR THE QUARTER PERIOD ENDED JULY 31, 2001
REGISTRATION STATEMENT ON FORM SB-2 FILED ON JUNE 2, 2000
