Exhibit 10.1
SUBSCRIPTION AGREEMENT
IN
NU-MED PLUS, INC.
The Company reserves the right to reject orders for the purchase of Securities in whole or in part, and if a subscription is rejected the subscriber’s funds will be returned without interest the next business day after rejection. There is no amount required for an initial closing, and all proceeds will be available for immediate use by the Company.
When the context in which words are used in this Subscription Agreement (“Agreement”) indicates that such is the intent, singular words shall include the plural, and vice versa, and masculine words shall include the feminine and neuter genders, and vice versa. Any reference to a person shall include an individual, trust, estate, or any incorporated or unincorporated organization, including general or limited partnerships, limited liability companies, corporations, joint ventures and cooperatives, and all heirs, executors, administrators, legal representatives, successors and assigns of such person where permitted or required by the context. Captions are inserted for convenience only, are not a part of this Agreement, and shall not be used in the interpretation of this Agreement.
(2) a non-“U.S. person” as such term is defined under Regulation S as promulgated by the Securities and Exchange Commission (“SEC”) under authority of the Securities Act, and has completed the Regulation S Investor Eligibility Representations beginning on page 18 of this Agreement (the “Regulation S Investor Eligibility Representations”, and together with the Accredited Investor Eligibility Representations, as applicable, the “Eligibility Representations”);
(1) There are substantial restrictions on the transferability of the Securities; the Securities will not be, and investors in the Company have no right to require that the Securities be registered under the Securities Act, except as set forth below in Section G; there may not be any public market for the Securities; Subscriber may not be able to use the provisions of Rule 144 of the Securities Act with respect to the resale of the Securities; and accordingly, Subscriber may have to hold the Securities indefinitely and it may not be possible for Subscriber to liquidate Subscriber’s investment in the Company. Subscriber agrees that the Securities shall not be sold, transferred, pledged or hypothecated unless such sale is exempt from registration under the Securities Act. Subscriber also acknowledges that Subscriber shall be responsible for compliance with all conditions on transfer imposed by any blue sky or securities law administrator and for any expenses incurred by the Company for legal or accounting services in connection with reviewing a proposed transfer;
(2) No federal or state agency has made any finding or determination as to the fairness of the Offering of the Securities for investment or any recommendation or endorsement of the Securities;
(3) The Securities have not been approved or registered under any Blue Sky law or with any State Securities Division, in reliance on exemptions from registration therefrom, and as such, there may be restrictions on the sale or transfer of such Securities under State law; and
(4) The purchase of Securities under this Subscription Agreement is expressly conditioned upon the exemption from qualification of the offer and sale of the Securities from applicable Federal, state and provincial securities laws. The Company shall not be required to qualify this transaction under the securities laws of any jurisdiction and, should qualification be necessary, the Company shall be released from any and all obligations to maintain its offer, and may rescind any sale contracted, in the jurisdiction; provided, however, that upon any such rescission, the Company shall promptly return to Subscriber all funds received by the Company from the Subscriber prior to such rescission.
(a) The Subscriber has read and reviewed the Amended and Restated Certificate of Designation of Series A Preferred Stock Setting Forth the Powers, Preferences, Rights, Qualifications and Restrictions of such Series of Preferred Stock, setting forth the rights and preferences of the Series A Preferred Stock, as filed by the Company with the Division of Corporations and Commercial Code of the State of Utah1;
(b) If Subscriber is not a non-“U.S. Person”, Subscriber is in receipt of and has carefully and thoroughly read and reviewed and understands the Information for Residents of Certain States, attached as Exhibit 1 hereto;
(c) The Subscription hereunder is irrevocable by Subscriber, except as required by law, Subscriber is not entitled to cancel, terminate or revoke this Agreement or any agreements of Subscriber hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of Subscriber and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If Subscriber is more than one person, the obligations of Subscriber 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 or her heirs, executors, administrators, successors, legal representatives and permitted assigns.
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1 https://www.sec.gov/Archives/edgar/data/1543637/000157587226000494/numd003_ex3-3.htm
(d) No federal or state agency has made any findings or determination as to the fairness of the terms of this Offering for investment purposes; or any recommendations or endorsements of the Securities. The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(a)(2) of the Securities Act and the provisions of Rule 506(b) of Regulation D and/or Regulation S thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the Subscriber herein.
(e) No person or entity acting on behalf, or under the authority, of Subscriber is or will be entitled to any broker’s, finder’s or similar fee or commission in connection with this subscription.
(f) IN MAKING AN INVESTMENT DECISION, SUBSCRIBER MUST RELY ON ITS OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
(g) THIS SUBSCRIPTION DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS NOT PERMITTED UNDER APPLICABLE LAW OR TO ANY FIRM OR INDIVIDUAL THAT DOES NOT POSSESS THE QUALIFICATIONS PRESCRIBED IN THIS SUBSCRIPTION.
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2 These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs.
3 A “senior foreign political figure” is defined as a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. In addition, a “senior foreign political figure” includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure.
4 “Immediate family” of a senior foreign political figure typically includes the figure’s parents, siblings, spouse, children and in-laws.
5 A “close associate” of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the senior foreign political figure.
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (I) THEY SHALL HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES ACT, OR (II) THE CORPORATION SHALL HAVE BEEN FURNISHED WITH AN OPINION OF COUNSEL, SATISFACTORY TO COUNSEL FOR THE CORPORATION, THAT REGISTRATION IS NOT REQUIRED UNDER ANY SUCH ACTS.”
i) The Company covenants and agrees that if, at any time prior to the Registration Rights Expiration Date (defined below), it proposes to file a registration statement with respect to any class of equity or equity-related securities (other than in connection with an offering to the Company’s employees (Form S-8) or in connection with an acquisition, merger or similar transaction (Form S-4)) under the Securities Act in a secondary registration on behalf of holders of such securities (and not in a primary registration for the Company’s own account), and the registration form to be used may be used for the issuance or resale of the shares of Company common stock issuable upon conversion of the Shares (the “Registrable Securities”), the Company will give prompt written notice to Subscriber of its intention to file such registration statement and will offer to include in such registration statement such number of Registrable Securities with respect to which the Company has received written requests for inclusion therein within three (3) business days after the giving of notice by the Company (the “Piggyback Registration Rights”). Notwithstanding the obligations set forth above, if any Securities and Exchange Commission guidance sets forth a limitation on the number of securities permitted to be registered on a particular registration statement as a secondary offering, the number of Registrable Securities to be registered on such registration statement will be reduced pro rata between the Subscriber and other parties whose securities are included in such registration statement. The “Registration Rights Expiration Date” shall be two years from the date of this Agreement.
ii) As a condition to including such Registrable Securities in such registration statement, as applicable, Subscriber shall enter into a confirmation/acknowledgment agreement with the Company, confirming his, her or its beneficial ownership of Company securities, the owners of any entities holding Company securities which he, she or it beneficially owns, the plan of distribution of the registration statement, and such other matters as the Company or its legal counsel may reasonably request.
iii) Subscriber agrees to sell all Registrable Securities registered under any registration statement and sold in connection therewith, in compliance with the plan of distribution set forth in such registration statement and any and all applicable prospectus delivery requirements, and to immediately cease and refrain from selling Registrable Securities, upon written notice from the Company, that any registration statement registering the resale of the Registrable Securities is not effective, contains any misstatements or omissions, that the prospectus included in such registration statement no longer complies with the requirements of Section 10 of the Securities Act, or that the prospectus or registration statement can no longer be relied upon for any reason, until such time as Subscriber is notified by the Company that such registration statement is effective or such prospectus is compliant with Section 10 of the Securities Act, or otherwise.
[Remainder of page left intentionally blank. Signature pages follow.]
“SUBSCRIBER INFORMATION”
Must be Completed by All Subscribers
I. Name of Subscriber: ______________________
II. Subscribed for _______________ shares of Series A Preferred Stock at $2.6280 per share of Series A Preferred Stock
III. Check enclosed in the amount of $____________ or
Wire Transfer Sent in the Amount of $________________.
IV. Social Security or Taxpayer I.D. Number:_____________________________
V. Business Address (including zip code): ______________________________________
VI. Residence Address (including zip code) [if individual] _________________________
VII. Phone Number: ___________________________________________________________
VIII. Email Address:___________________________________________________
IX. All communications to be sent to:
X. Subscriber’s principal residence or place of business (please check as appropriate) is its:
¨ Business; or
¨ Residence Address
XI. Name Securities should be registered in:______________________________________
If different than subscriber name please advise of the reason for such difference:
____________________________________________________________________
XII. Address for registration of Securities:___________________________________________________________
XIII. Type of Subscriber:
Please indicate on the following pages the form in which you will hold title to your interest in the securities. PLEASE CONSIDER CAREFULLY. ONCE YOUR SUBSCRIPTION IS ACCEPTED, A CHANGE IN THE FORM OF TITLE CONSTITUTES A TRANSFER OF THE INTEREST IN THE SECURITIES AND MAY THEREFORE BE RESTRICTED BY THE TERMS OF THIS SUBSCRIPTION, THE SECURITIES AND MAY RESULT IN ADDITIONAL COSTS TO YOU. Subscribers should seek the advice of their attorneys in deciding in which of the forms they should take ownership of the interest in the securities, because different forms of ownership can have varying gift tax, estate tax, income tax, and other consequences, depending on the state of the investor’s domicile and his or her particular personal circumstances.
Please select one of the following forms of ownership (note this must match the signature page of this Subscription Agreement, below):
¨ | INDIVIDUAL OWNERSHIP (one signature required) |
¨ | JOINT TENANTS WITH RIGHT OF SURVIVORSHIP AND NOT AS TENANTS IN COMMON (both or all parties must sign) |
¨ | COMMUNITY PROPERTY (one signature required if interest held in one name, i.e., managing spouse; two signatures required if interest held in both names) |
¨ | TENANTS IN COMMON (both or all parties must sign) |
¨ | GENERAL PARTNERSHIP (fill out all documents in the name of the PARTNERSHIP, by a PARTNER authorized to sign) |
¨ | LIMITED PARTNERSHIP (fill out all documents in the name of the LIMITED PARTNERSHIP, by a GENERAL PARTNER authorized to sign) |
¨ | LIMITED LIABILITY COMPANY (fill out all documents in the name of the LIMITED LIABILITY COMPANY, by a member authorized to sign) |
¨ | CORPORATION (fill out all documents in the name of the CORPORATION, by the President or other officer authorized to sign) |
¨ | TRUST (fill out all documents in the name of the TRUST, by the Trustee) |
PLEASE ALSO COMPLETE PAGES 18 THROUGH 20, OR 21 THROUGH 22,
AND PAGES 23 TO 26, AS APPLICABLE,
WHICH ARE A REQUIRED PART OF THIS AGREEMENT.
FOR ACCREDITED INVESTORS ONLY:6
ACCREDITED INVESTOR
ELIGIBILITY REPRESENTATIONS OF SUBSCRIBER
(Please check the applicable subparagraphs)
The Subscriber hereby represents and warrants that the information set forth on this Accredited Investor Eligibility Representations of Subscriber is true and correct as of the date hereof. This information is incorporated into and forms a part of the Subscription Agreement, and the Subscriber acknowledges that the Company is relying upon the accuracy of the representations set forth herein.
A. ACCREDITED INVESTOR STATUS
¨ The Subscriber is/are an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), and has marked and initialed the appropriate box on the following pages indicating the provisions under which I/we qualify as an “accredited investor.”
*** AND ***
B. AFFILIATE STATUS
(Please check the applicable box)
¨ The Subscriber is an “affiliate” (as defined in Rule 144 under the Securities Act) of Nu-Med Plus, Inc.
¨ The Subscriber is not an affiliate of Nu-Med Plus, Inc.
C. CONFIRMATION OF ACCREDITED INVESTOR STATUS
Rule 501(a) of the Securities Act, in relevant part, states that an “accredited investor” shall mean any person who comes within any of the below listed categories, or who the issuer reasonably believes comes within any of the below listed categories, at the time of the sale of the securities to that person. Subscriber has indicated, by marking and initialing the appropriate box below, the provision(s) below which apply to Subscriber and under which Subscriber accordingly qualifies as an “accredited investor.”
Entities Must Check One of the Below
¨ 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;
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6 Non-U.S. persons should complete the Regulation S Investor Eligibility Representations which begin on page 18.
¨ Any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934;
¨ Any insurance company as defined in section 2(a)(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 plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000;
¨ 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 adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;
¨ Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;
¨ Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, partnership, or limited liability company, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;
¨ 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 Rule 506(b)(2)(ii) of the Securities Act.
¨ Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940: (i) with assets under management in excess of $5,000,000, (ii) that is not formed for the specific purpose of acquiring the securities offered, and (iii) whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment;
¨ Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940, of a family office meeting the requirements of a “family office” as discussed above and whose prospective investment in the issuer is directed by such family office pursuant to subparagraph (iii) of the above “family office” paragraph; or
¨ Any entity in which all of the equity owners are accredited investors meeting one or more of the above and below tests.
Individuals Must Check At Least One of the Below
¨ Any director, executive officer, or general partner of Nu-Med Plus, Inc., or any director, executive officer, or general partner of a general partner of Nu-Med Plus, Inc.
¨ Any natural person whose individual net worth, or joint net worth with that person’s spouse or spousal equivalent, at the time of his or her purchase exceeds $1,000,000. For purposes of calculating a natural person’s net worth: (a) the person’s primary residence must not be included as an asset; (b) indebtedness secured by the person’s primary residence up to the estimated fair market value of the primary residence must not be included as a liability (except that if the amount of such indebtedness outstanding at the time of calculation exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess must be included as a liability); and (c) indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the residence must be included as a liability;
¨ Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the SEC has designated as qualifying an individual for accredited investor status (currently including Series 7, 65, or 82 licenses); or
¨ Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse or spousal equivalent in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year.
[Please Also Complete and Execute Pages 23 to 26, as Applicable]
FOR NON-“U.S. PERSONS” ONLY:
REGULATION S INVESTOR
ELIGIBILITY REPRESENTATIONS OF SUBSCRIBER
The Subscriber hereby represents and warrants that the information set forth on this Regulation S Investor Eligibility Representations of Subscriber is true and correct as of the date hereof. This information is incorporated into and forms a part of the Subscription Agreement, and the Subscriber acknowledges that the Company is relying upon the accuracy of the representations set forth herein.
Please check each representation below, acknowledging that it is correct:
¨ | Non-U.S. Person. The Subscriber represents and warrants that the Subscriber is not a “U.S. person” as defined in Rule 902(k)7 of Regulation S (“Regulation S”) under the Securities Act, and is located outside the United States. |
¨ | Offshore Transaction. The Subscriber represents and warrants that at the time the buy order for the Securities was originated, the Subscriber (and any person acting on his, her or its behalf) was outside the United States (as such term is defined in Rule 902(l) of Regulation S) and has not received the offer or any offering materials while in the United States. |
¨ | Acquisition for Own Account. The Subscriber represents and warrants that the Subscriber is acquiring the Securities for its own account, for investment purposes only, and not with a view to, or for resale in connection with, any distribution thereof, and not for the account or benefit of any U.S. person. |
¨ | No Pre-Arranged Transactions. The Subscriber represents and warrants that the Subscriber has not entered into any pre-arranged purchase, sale, or other transaction of the Securities with any person located in the United States, and the transaction is not part of any scheme or arrangement to evade the registration requirements of the Securities Act. |
¨ | Compliance with Regulation S. The Subscriber represents and warrants that the Subscriber will not, during the applicable “distribution compliance period” as defined in Rule 902(f) of Regulation S (or such shorter period as may be permitted), offer, sell, pledge or otherwise transfer the Securities in the United States or to, or for the account or benefit of, a U.S. person, nor will the Subscriber engage in any hedging or short-selling transaction with respect to the Securities. The Subscriber will not engage in any action that would violate Regulation S, including, without limitation, offering, selling, pledging, or otherwise transferring the Securities in the United States or to a U.S. person prior to the expiration of the applicable distribution compliance period under Regulation S, and will comply with all applicable foreign securities laws. |
¨ | No Directed Selling Efforts. The Subscriber represents and warrants that the Subscriber has not participated in, and will not participate in, any directed selling efforts in the United States with respect to the Securities. |
¨ | Foreign Legal Requirements. The Subscriber represents and warrants that the Subscriber has satisfied all laws of its jurisdiction applicable to the purchase, holding, or transfer of the Securities, including any governmental or tax approvals required. |
[Please Also Complete and Execute Pages 20 to 23, as Applicable]
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7 https://www.ecfr.gov/current/title-17/chapter-II/part-230/section-230.902
EXECUTION
By signing below, the Subscriber hereby represents, warrants, and acknowledges that it has carefully read and fully understands the terms and conditions of this Subscription Agreement, including all exhibits, schedules, and related documents; that it has had a full and adequate opportunity to discuss the subscription and the Agreement with its legal, tax, financial, and other professional advisors; and that it is entering into this Agreement voluntarily and without reliance on any representations or warranties other than those expressly set forth herein.
Please execute this Subscription Agreement by completing the appropriate section below.
1. If the subscriber is an INDIVIDUAL, complete the following:
_____________________________________________
Signature of Subscriber
_____________________________________________
Name (please type or print)
_____________________________________________
Signature of Spouse or Co-Owner if funds are
to be invested as joint tenants by the entirety
or community property.
_____________________________________________
Name (please type or print)
2. If the subscriber is a CORPORATION, complete the following:
The Subscriber hereby represents, warrants and covenants that the Subscriber has been duly authorized by all requisite action on the part of the corporation listed below (“Corporation”) to acquire the Securities and, further, that the Corporation has all requisite authority to acquire such Securities. The officer signing below represents and warrants that each of the above representations or agreements or understandings set forth herein applies to that Corporation and that he has authority under the articles of incorporation, bylaws, and resolutions of the board of directors of such Corporation to execute this Subscription Agreement. Such officer encloses a true copy of the articles of incorporation, the bylaws and, as necessary, the resolutions of the board of directors authorizing a purchase of the investment herein, in each case as amended to date.
| __________________________________________ Name of Corporation (please type or print)
By: ______________________________________
Printed Name: ______________________________
Title: ____________________________________ |
3. If the subscriber is a PARTNERSHIP, complete the following:
The Subscriber hereby represents, warrants and covenants that the Subscriber is a general partner of the partnership named below (“Partnership”), and has been duly authorized by the Partnership to acquire the Securities and that he has all requisite authority to acquire such Securities for the Partnership.
The Subscriber represents and warrants that each of the above representations or agreements or understandings set forth herein applies to that Partnership and he is authorized by such Partnership to execute this Subscription Agreement. Such partner encloses a true copy of the partnership agreement of said Partnership, as amended to date, together with a current and complete list of all partners thereof.
| __________________________________________ Name of Partnership (please type or print)
By: ______________________________________
Printed Name: ______________________________
Title: ____________________________________ |
4. If the subscriber is a TRUST, complete the following:
The Subscriber hereby represents, warrants and covenants that he is duly authorized by the terms of the trust instrument (“Trust Instrument”) for the (“Trust”) set forth below to acquire the Securities and the Subscriber, as trustee, has all requisite authority to acquire such Securities for the Trust.
The Subscriber, as trustee, executing this Subscription Agreement on behalf of the Trust, represents and warrants that each of the above representations or agreements or understandings set forth herein applies to that Trust and he is authorized by such Trust to execute this Subscription Agreement. Such trustee encloses a true copy of the Trust Instrument of said Trust as amended to date.
| __________________________________________ Name of Trust (Please type or print)
By:_______________________________________
Printed Name:______________________________
Title:______________________________________ |
5. If the subscriber is a LIMITED LIABILITY COMPANY, complete the following:
The Subscriber hereby represents, warrants and covenants that the Subscriber has been duly authorized by all requisite action on the part of the Limited Liability Company listed below (“Company”) to acquire the Securities and, further, that the Company has all requisite authority to acquire such Securities.
The officer signing below represents and warrants that each of the above representations or agreements or understandings set forth herein applies to that Company and that he has authority under the articles of organization, company agreement, and resolutions of the managers and/or members, as applicable, of such Company to execute this Subscription Agreement. Such officer encloses a true copy of the articles of organization, the operating agreement and, as necessary, the resolutions of the managers and/or members authorizing a purchase of the investment herein, in each case as amended to date.
| ____________________________________ Name of Company (please type or print)
By: ________________________________
Printed Name: ________________________
Title:_______________________________
|
COMPANY ACCEPTANCE
ACCEPTED BY THE COMPANY this the ______ day of _________________, 2026.
Nu-Med Plus, Inc.
By: _____________________________________________________
Name: _______________________________
Title: _______________________________
EXHIBIT 1
Each prospective purchaser should read the legend and/or state disclosure listed below applicable to the state in which he resides. The state disclosures and/or legends listed below do not in any way constitute or imply that offers or sales may be made in such states. Offers and/or sales may only be made in those states approved by the Company. If any prospective purchaser resides in a state not included below, such prospective investor should request the state legend applicable to such purchaser’s state prior to making an investment in the Company.
California Residents:
The sale of the securities which are the subject of this offering has not been qualified with Commissioner of Corporations of the State of California and the issuance of such securities or payment or receipt of any part of the consideration therefore prior to such qualifications is unlawful, unless the sale of securities is exempted from qualification by the California Corporations Code. The rights of all parties to this offering are expressly condition upon such qualifications being obtained, unless the sale is so exempt. Accordingly, distribution of this document and offers and sales of the securities referred to herein are strictly limited to persons who the Company determines to have met certain financial and other requirements. This document does not constitute an offer to sell or the solicitation of an offer to buy with respect to any other person. In order to rely on the foregoing exemptions, the Company will rely in turn on certain representations and warranties made to the Company by the investors in this offering.
Connecticut Residents:
These securities offered herein have not been registered under section 36-485 of the Connecticut Uniform Securities Act (the “Act”) and, therefore, cannot be resold unless they are registered under the Act or unless an exemption from registration is available.
Florida Residents:
These securities have not been registered under the Florida Securities and Investor Protection Act in reliance upon exemption provisions contained therein. Section 517.061(11)(a)(5) of the Florida Securities and Investor Protection Act (the “Florida Act”) provides when sales are made to five or more purchasers in this state that any purchaser of securities in Florida which are exempted from registration under Section 517.061(11) of the Florida Act may withdraw his subscription agreement and receive a full refund of all monies paid, within three days after the later of (i) the date he tenders consideration for such securities and (ii) the date this statutory right of rescission is communicated to him (which shall be established conclusively by the Company’s provision of this “Information for Residents of Certain States”). Any Florida resident who purchases securities is entitled to exercise the foregoing statutory rescission right by telephone, telegram, or letter notice to the Company. Any telegram or letter should be sent or postmarked prior to the end of the third business day. A letter should be mailed by certified mail, return receipt requested, to ensure its receipt and to evidence the time of mailing. Any oral requests should be confirmed in writing.
THE AVAILABILITY OF THE PRIVILEGE TO VOID SALES PURSUANT TO SECTION 517.061 OF THE FLORIDA ACT IS HEREBY COMMUNICATED TO EACH FLORIDA INVESTOR.
Georgia Residents:
The securities sold in the state of Georgia have been issued or sold in reliance on paragraph (I3) of Code section 10-5-9 of the Georgia Securities Act of 1973, and may not be sold or transferred except in a transaction which is exempt under such Act or pursuant to an effective registration under such Act.
Illinois Residents:
These securities have not been approved or disapproved by the Secretary of State of Illinois, nor has the Secretary of State of Illinois nor the State of Illinois passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
Indiana Residents:
These securities have not been registered under Section 3 of the Indiana Securities Act and therefore, cannot be resold or transferred unless they are so registered or unless an exemption from registration is available.
Maryland Residents:
The Securities which are the subject of this subscription agreement have not been registered under the Maryland Securities Act in reliance upon the exemption in section 11-602(9) of such act. Unless these Securities are registered, they may not be re-offered for sale or resold in the State of Maryland, except as security, or in a transaction exempt under such Act.
Michigan Residents:
These securities have not been registered under Section 451.701 of the Michigan Uniform Securities Act (the Act) and may be transferred or resold by residents of Michigan only if registered pursuant to the provisions of the Act, or if an exemption from registration is available. The investment is suitable if it does not exceed 10% of the investor’s net worth.
Minnesota Residents:
The securities represented by this subscription agreement have not been registered under Chapter 80A of the Minnesota Securities Laws and may not be sold, transferred or otherwise disposed of except pursuant to registration or an exemption therefrom.
Nevada Residents:
These securities have not been approved or disapproved by the Secretary of State of Nevada, nor has the Secretary of State of Nevada nor the State of Nevada passed upon the accuracy or adequacy of the information set forth herein. Any representation to the contrary is a criminal offense.
New Jersey Residents:
These securities have not been approved or disapproved by the Bureau of Securities of the State of New Jersey, nor has the Bureau passed on or endorsed the merits of this Offering. The filing of the written Offering does not constitute approval of the issue or the sale thereof by the Bureau of Securities. Any representation to the contrary is unlawful.
These are speculative securities and involve a high degree of risk. These securities are offered only to bona fide adult residents of the State of New Jersey.
New York Residents:
This document has not been reviewed by the Attorney General of the State of New York prior to its issuance and use. The Attorney General of the State of New York has not passed on or endorsed the merits of this offering. Any representation to the contrary is unlawful. The Company has taken no steps to create an after market for the securities offered herein and has made no arrangements with brokers of others to trade or make a market in the securities. At some time in the future, the Company may attempt to arrange for interested brokers to trade or make a market in the securities and to quote the same in a published quotation medium, however, no such arrangements have been made and there is no assurance that any brokers will ever have such an interest in the securities of the Company or that there will ever be a market therefore.
Oklahoma Residents:
The securities offered herein have not been registered under the Oklahoma Securities Act (the “Oklahoma Act”), and therefore Cannot be resold or transferred by the investor in a transaction Which is exempt under the Oklahoma Act or pursuant to an effective Registration under the Oklahoma Act.
Ohio Residents:
These securities have not been approved or disapproved as an investment for any Ohio resident by the Ohio Division of Securities nor has the Division passed upon the accuracy of the offering.
Pennsylvania Residents:
Residents of the Commonwealth of Pennsylvania can only transfer the Securities offered hereby in accordance with the provisions of section 203(d) of the Pennsylvania Securities Act of 1972 and are subject to the following conditions:
A. Under the provisions of the Pennsylvania Securities Act of 1972, a Pennsylvania resident who accepts an offer to purchase securities exempted from registration by section 203(d)(f)(p) or (r) directly from an issuer or affiliate of an issuer shall have the right to withdraw his acceptance without incurring any liability to the seller, underwriter, if any, or any other person, within two business days from the date of receipt by the issuer of this written binding contract to purchase, or in the case of a transaction where there is no written binding contract to purchase, within two business days after he makes the initial payment for the securities being offered.
B. Pursuant to Section 203.041(c)(1) of the Pennsylvania Blue Sky Regulations (“Regulations”), the purchaser must acknowledge that he or she agrees not to sell the securities purchased herein within 12 months after the date of purchase except in accordance with Section 204.011 of the Regulations. Section 204.011 provides for an automatic waiver of the 12 month holding period under certain conditions including that the securities purchased are subsequently being registered under the Securities Act of 1933 or 1934.
Texas Residents:
The securities offered hereunder have not been registered under applicable Texas securities laws and, therefore, any purchaser thereof must bear the economic risk of the investment for an indefinite period of time because the securities cannot be resold unless they are subsequently registered under such securities laws or an exemption from such registration is available. Further, pursuant to §109.13 under the Texas Securities Act, the Company is required to apprise prospective investors of the following: a legend shall be placed, upon issuance, on certificates representing securities purchased hereunder, and any purchaser hereunder shall be required to sign a written agreement that he will not sell the subject securities without registration under applicable securities laws or exemptions therefrom.
Wisconsin Residents:
The Securities Commission of the State of Wisconsin has not passed upon the merits or qualifications of, or recommended or given approval to, the securities hereby offered, nor has the Securities Commissioner of this state passed upon the adequacy of this subscription agreement. Any representation to the contrary is a criminal offense.
The investor must rely on his own examination of the person or entity creating the securities and the terms of the Offering, including the merits and risks involved in making an investment decision on these securities.
NASAA UNIFORM LEGEND
In making an investment decision investors must rely on their examination of the offering, including the merits and risks involved. These securities have not been recommended by a federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense. These securities are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act of 1933, as amended, and the applicable state securities laws, pursuant to registration or exemption therefrom. Investors should be aware that they will be required to bear the investment risks of this investment for an indefinite period of time.