EXHIBIT 99.1
STRATEGY INTERNATIONAL INSURANCE GROUP, INC.
STRATEGY REAL ESTATE INVESTMENTS LTD.
SUBSCRIPTION AGREEMENT
To: Strategy International Insurance Group, Inc.
Strategy Real Estate Investments Ltd.
200 Yorkland Boulevard
Suite 200
Toronto, Canada M2J5C1
Ladies and Gentlemen:
The undersigned subscriber (the "Subscriber") hereby agrees as follows:
1. Subscription for Unit. The Subscriber hereby irrevocably subscribes
for and purchases the number of Units (each, a "Unit") set forth below, each
comprised of (i) one share of Series A Insured Redeemable Preferred Stock (the
"Series A Preferred") of Strategy Real Estate Investments Ltd., a corporation
organized under the laws of the Province of Ontario, Canada (the "Company"),
(ii) one share of Series B Preferred Stock (the "Series B Preferred") of the
Company and (iii) a warrant (the "Warrant") to purchase shares of common stock
of Strategy International Insurance Group, Inc. ("Parent").
2. Payment of Purchase Price. In consideration for the Units purchased
by the Subscriber, the Subscriber hereby pays in full the purchase price set
forth on the signature page hereof by wire transfer of immediately available
funds to the account listed below.
Chase Manhattan Bank
1211 Avenue of the Americas, New York, New York 10036
ABA No.: 021000021
For credit to the account of: Jenkens & Gilchrist Parker Chapin LLP
Trust Account
Account No.: 323231195
Reference # 66541-00001
3. Representations and Warranties of the Subscriber. To induce the
Company to enter into this Subscription Agreement, the Subscriber hereby
represents, warrants and covenants to the Company as follows:
(a) The Subscriber is acquiring the Units for investment
purposes only and not for the account of any other person or entity.
The Subscriber is not acquiring the Units with a view to resell,
distribute, subdivide or otherwise transfer the Units to any other
person or entity in violation of the Securities Act of 1933, as amended
(the "Securities Act") or the securities laws of any U.S. state or
Canada.
(b) The Subscriber understands that: (i) the Units, the Series
A Preferred, the Series B Preferred and the Warrants have not been
registered under the Securities Act, or the securities laws of any U.S.
state or non-U.S. jurisdiction; (ii) the Units are being offered as a
private placement only to certain qualified investors pursuant to the
exemption from registration provided by Section 4(2) of the Securities
Act and/or Regulation D promulgated thereunder; (iii) the Units, the
Series A Preferred, the Series B Preferred and the Warrants may not be
resold or transferred except as permitted by the Securities Act and any
applicable U.S. state or non-U.S. securities laws, pursuant to
registration or exemption therefrom; (iv) resales or transfers of the
Units, the Series A Preferred and the Series B Preferred will be
significantly restricted by the Articles of Incorporation of the
Company; and (v) there will be no public market for the Units, the
Series A Preferred and the Series B Preferred and there is no
obligation on the part of any person or entity to register the Units,
the Series A Preferred and the Series B Preferred under the Securities
Act or the laws of any U.S. state or non-U.S. jurisdiction.
(c) If the Subscriber is an individual, the Subscriber has the
legal capacity and authority to execute, deliver and perform the
Subscriber's obligations under this Subscription Agreement. If the
Subscriber is a corporation, partnership, trust or other entity, (i) it
has the requisite power and authority to
execute and deliver this Subscription Agreement, (ii) the person
executing this Subscription Agreement on behalf of the subscribing
entity has the full power and authority to execute and deliver this
Subscription Agreement on behalf of the subscribing entity, (iii) it is
duly formed and organized, validly existing, and (if applicable) in
good standing under the laws of its jurisdiction of formation and (iv)
the execution, delivery and performance of this Subscription Agreement
will not (A) conflict with, or result in any violation of or default
under, any provision of any charter, by-laws, trust agreement,
partnership agreement or other governing instrument applicable to the
Subscriber, any agreement or other instrument to which the Subscriber
or its properties is a party, or any judgment, decree, statute, order,
rule or regulation or (B) require any notice to, or filing with, or
authorization, consent or approval of, any public body or authority
applicable to the Subscriber or the Subscriber's business or
properties. This Subscription Agreement is the valid and binding
obligation of the Subscriber, enforceable against the Subscriber in
accordance with its terms.
(d) The Subscriber has received and carefully read the
Confidential Private Placement Memorandum for the Offering of Units, as
amended or supplemented through the closing date of the Subscriber's
subscription for Units (the "Memorandum") and this Subscription
Agreement. If the Subscriber is an individual, the Subscriber has
carefully read the privacy policy attached hereto as Annex C. The
Subscriber has been furnished all other materials relating to the
Company and the Offering, if any, which have been requested.
Furthermore, the Subscriber has been afforded an opportunity to ask
questions of, and receive answers from, the Company in connection with
the Offering. The Subscriber hereby agrees not to distribute or
reproduce this Subscription Agreement or the Memorandum, including any
exhibits or schedules thereto, without the prior written consent of the
Company.
(e) The Subscriber confirms that the Units, the Series A
Preferred, the Series B Preferred and the Warrants were not offered to
the Subscriber by any means of general solicitation or general
advertising. The Subscriber: (i) has obtained, in the judgment of the
Subscriber, sufficient information to evaluate the merits and risks of
an investment in the Company and Parent and (ii) has sufficient
knowledge and experience in financial and business matters to evaluate
the merits and risks associated with such investment and to make an
informed investment decision with respect thereto. The Subscriber has
not relied and will not rely upon any offering material or literature
other than the Memorandum, or upon any information given to the
Subscriber by persons other than the Company and its officers.
(f) The Subscriber acknowledges that the Company is a start-up
venture with no operating history. No assurances have been given to the
Subscriber with respect to the performance of the Company or its
investments.
(g) The Subscriber has relied on its own examination of the
Company, Parent and the terms of the Offering, including the merits and
risks involved, and has reviewed the merits and risks of the purchase
of Units with tax, legal and investment counsel to the extent deemed
advisable by the Subscriber. The Subscriber understands that neither
the U.S. Securities and Exchange Commission (the "Commission") nor any
other federal, state or non-U.S. agency has recommended, approved or
endorsed the purchase of the Units as an investment or passed on the
accuracy or adequacy of the information set forth in the Memorandum or
any other documents used in connection with the Offering.
(h) The Subscriber understands that the purchase of the Units
represents a highly speculative investment, which involves a high
degree of risk of loss. Due to the privately-held nature of the
Company, and the restrictions on any sale or transfer of the Units
described above, the Subscriber cannot expect to be able to liquidate
any investment in the Company in the case of an emergency, or perhaps
at all. In addition, the Subscriber represents that there are other
important risk factors included in the Memorandum, which the Subscriber
has reviewed and accepted in connection with the investment hereunder.
The Subscriber has adequate means to provide for the Subscriber's
current cash needs and possible contingencies, and its financial
condition is such that it can afford to bear all risks, including those
described in the Memorandum, associated with a purchase of Units. The
Subscriber has the financial capacity to hold the Units purchased
hereby for an indefinite period of time.
(i) The Subscriber received the Memorandum and first learned
of the Company and Parent in the country and state or province listed
as the address of the Subscriber set forth on the Subscriber's
signature page hereto. If the address is within the United States, the
Subscriber intends that, in addition to U.S. federal securities laws,
the state securities laws of the state listed as the address of that
Subscriber alone, to
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the extent applicable, shall govern this transaction. The Subscriber is
not an individual who resides in, nor an entity formed under the laws
of, Canada, and no offer to purchase the Units, the Series A Preferred,
the Series B Preferred and the Warrants was made to the Subscriber,
directly or indirectly, in Canada.
(j) If the Subscriber is (i) an "employee benefit plan" within
the meaning of Section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA") or (ii) an individual retirement
account as described in Section 408(a) of the Internal Revenue Code
("IRC"), governmental benefit plan or other "benefit plan investor"
within the meaning of U.S. Department of Labor Regulation
2510.3-101(f)(2), or if any part of the funds used by the Subscriber to
acquire Units constitutes assets of an "employee benefit plan" within
the meaning of Section 3(3) of ERISA or of an IRC, or assets allocated
to any account in which any such employee benefit plan or IRA (or its
related trust) has any interest, the acquisition of Units has been duly
authorized in accordance with the governing documents of the relevant
plan or account and such acquisition and the subsequent holding of the
Units do not and will not constitute a "prohibited transaction" within
the meaning of Section 406 of ERISA or Section 4975 of the IRC that is
not subject to an exemption therefrom contained in ERISA, or in the
rules and regulations adopted by the U.S. Department of Labor
thereunder, or in an individual or class exemption therefrom.
(k) Neither the Subscriber, nor any person having a direct or
indirect beneficial interest in the Units to be acquired under this
Subscription Agreement, appears on the Specially Designated Nationals
and Blocked Person List of the Office of Foreign Assets Control in the
United States Department of the Treasury. The Subscriber does not know
or have any reason to suspect that (i) monies used to fund the
Subscriber's investment in Units have been or will be derived from or
related to any illegal activities or (ii) the proceeds from the
Subscriber's investment in units will be used to finance any illegal
activities.
(l) The statements in the Subscriber's Subscriber
Questionnaire attached as Annex A are true, complete and correct as of
the date hereof.
4. Representations and Warranties of the Company. To induce the
Subscriber to invest in the Company the Company hereby represents, warrants and
covenants as follows:
(a) Organization, Good Standing and Power. The Company is a
corporation duly incorporated, validly existing and in good standing
under the laws of the Province of Ontario, Canada. The Company does not
have any subsidiaries. The Company is duly qualified as a foreign
corporation to do business and is in good standing in every
jurisdiction in which the nature of the business conducted or property
owned by it makes such qualification necessary.
(b) Authorization; Enforcement. The Company has the requisite
corporate power and authority to enter into and perform this
Subscription Agreement and to issue and sell the Units in accordance
with the terms hereof. The execution, delivery and performance of this
Subscription Agreement by the Company and the consummation by it of the
transactions contemplated hereby have been duly and validly authorized
by all necessary corporate action, and no further consent or
authorization of the Company or its Board of Directors or stockholders
is required. This Subscription Agreement has been duly executed and
delivered by the Company. This Subscription Agreement constitutes a
valid and binding obligation of the Company enforceable against the
Company in accordance with its terms, except as such enforceability may
be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation, conservatorship, receivership or similar laws
relating to, or affecting generally the enforcement of, creditor's
rights and remedies or by other equitable principles of general
application.
(c) Capitalization. The authorized capital stock of the
Company and the shares thereof currently issued and outstanding as of
September 20, 2004 is: 100 shares of common stock, all of which are
issued and outstanding; 5,000 shares of Series A Preferred Stock, none
of which are issued and outstanding; and 5,000 shares of Series B
Preferred Stock, none of which are issued and outstanding. All of the
outstanding shares of the Company's Series A Preferred and Series B
Preferred have been duly and validly authorized. Except as set forth in
this Subscription Agreement, no shareholders of the Company are
entitled to preemptive rights or registration rights and there are no
outstanding options, warrants, scrip, rights to subscribe to, call or
commitments of any character whatsoever relating to, or securities or
rights convertible into, any shares of capital stock of the Company.
Furthermore, there are no contracts, commitments, understandings, or
arrangements by which the Company is or may become bound to issue
additional shares
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of the capital stock of the Company or options, securities or rights
convertible into shares of capital stock of the Company. The Company is
not a party to any agreement granting registration or anti-dilution
rights to any person with respect to any of its equity or debt
securities. Other than as set forth in the Company's Amended Articles
of Incorporation, the Company is not a party to, and it has no
knowledge of, any agreement restricting the voting or transfer of any
shares of the capital stock of the Company. The offer and sale of all
capital stock, convertible securities, rights, warrants, or options of
the Company issued prior to the closing complied with all applicable
Canadian and United States federal and state or provincial securities
laws, and no stockholder has a right of rescission or claim for damages
with respect thereto. The Company has furnished or made available to
the Subscriber true and correct copies of the Company's Articles of
Incorporation as in effect on the date hereof (the "Articles"), and the
Company's By-laws as in effect on the date hereof (the "By-laws").
(d) Issuance of Series A Preferred, Series B Preferred and
Warrants. The shares of Series A Preferred, Series B Preferred and the
Warrants to be issued at the closing have been duly authorized by all
necessary corporate action and, when paid for or issued in accordance
with the terms hereof, shall be validly issued and outstanding, fully
paid and nonassessable.
(e) No Conflicts. The execution, delivery and performance of
this Subscription Agreement by the Company and the consummation by the
Company of the transactions contemplated herein and the issuance of the
shares of Series A Preferred and Series B Preferred as contemplated
hereby do not and will not (i) violate or conflict with any provision
of the Company's Articles or By-laws, (ii) conflict with, or constitute
a default (or an event which with notice or lapse of time or both would
become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, any agreement, mortgage,
deed of trust, indenture, note, bond, license, lease agreement,
instrument or obligation to which the Company is a party or by which it
or its properties or assets are bound, (iii) create or impose a lien,
mortgage, security interest, charge or encumbrance of any nature on any
property of the Company under any agreement or any commitment to which
the Company is a party or by which the Company is bound or by which any
of its respective properties or assets are bound, or (iv) result in a
violation of any federal, state, province, local or foreign statute,
rule, regulation, order, judgment or decree (including federal, state
and province securities laws and regulations) applicable to the Company
or by which any property or asset of the Company are bound or affected.
The Company is not required under federal, state, province or local
law, rule or regulation to obtain any consent, authorization or order
of, or make any filing or registration with, any court or governmental
agency in order for it to execute, deliver or perform any of its
obligations under this Subscription Agreement, or issue and sell the
shares of Series A Preferred and Series B Preferred in accordance with
the terms hereof (other than any filings which may be required to be
made by the Company with the Commission or state securities
administrators subsequent to the closing and any registration statement
which may be filed pursuant hereto); provided that, for purposes of the
representation made in this sentence, the Company is assuming and
relying upon the accuracy of the relevant representations and
agreements of the Subscriber herein.
(f) Financial Statements. The Company is not a reporting
company subject to the U.S. securities laws, nor are its securities
registered with the U.S. Securities and Exchange Commission. The
Company was formed on August 23, 2004. It has made available to the
Subscriber true and complete copies of its unaudited balance sheet.
(g) Actions Pending. There is no action, suit, claim,
investigation, arbitration, alternate dispute resolution proceeding or
any other proceeding pending or, to the knowledge of the Company,
threatened against the Company which questions the validity of this
Subscription Agreement or the transactions contemplated hereby or any
action taken or to be taken pursuant hereto. There is no action, suit,
claim, investigation, arbitration, alternate dispute resolution
proceeding or any other proceeding pending or, to the knowledge of the
Company, threatened, against or involving the Company or any of its
respective properties or assets. There are no outstanding orders,
judgments, injunctions, awards or decrees of any court, arbitrator or
governmental or regulatory body against the Company or any officers or
directors of the Company in their capacities as such.
(h) Compliance with Law. The business of the Company has been
and is presently being conducted in accordance with all applicable
Canadian and U.S. federal, state and local governmental laws, rules,
regulations and ordinances. The Company has all franchises, permits,
licenses, consents and other
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governmental or regulatory authorizations and approvals necessary for
the conduct of its business as now being conducted by it.
(i) Disclosure. Neither this Subscription Agreement nor any
other documents, certificates or instruments furnished to the
Subscriber by or on behalf of the Company in connection with the
transactions contemplated by this Subscription Agreement contain any
untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements made herein or therein, in
the light of the circumstances under which they were made herein or
therein, not misleading.
(j) Securities Act of 1933. Based in part upon the
representations herein of the Subscriber, the Company has complied and
will comply with all applicable U.S. federal and state securities laws
in connection with the offer, issuance and sale of the Units hereunder.
Neither the Company nor anyone acting on its behalf, directly or
indirectly, has or will sell, offer to sell or solicit offers to buy
any of the Units or similar securities to, or solicit offers with
respect thereto from, or enter into any preliminary conversations or
negotiations relating thereto with, any person, or has taken or will
take any action so as to bring the issuance and sale of any of the
Units under the registration provisions of the Securities Act and
applicable state securities laws, and neither the Company nor any of
its affiliates, nor any person acting on its or their behalf, has
engaged in any form of general solicitation or general advertising
(within the meaning of Regulation D under the Securities Act) in
connection with the offer or sale of any of the Units.
(k) Governmental Approvals. Except for the filing of any
notice prior or subsequent to the closing date that may be required
under applicable state and/or federal securities laws (which if
required, shall be filed on a timely basis), including the filing of a
Form D, no authorization, consent, approval, license, exemption of,
filing or registration with any court or governmental department,
commission, board, bureau, agency or instrumentality, domestic or
foreign, is or will be necessary for, or in connection with, the
execution or delivery of the Units, or for the performance by the
Company of its obligations under this Subscription Agreement.
(l) Independent Nature of Subscribers. The Company
acknowledges that the obligations of the Subscriber under this
Subscription Agreement are several and not joint with the obligations
of any other Subscriber, and no Subscriber shall be responsible in any
way for the performance of the obligations of any other Subscriber
under this Subscription Agreement. The Company acknowledges that the
decision of the Subscriber to purchase Securities pursuant to this
Agreement has been made by the Subscriber independently of any other
purchase and independently of any information, materials, statements or
opinions as to the business, affairs, operations, assets, properties,
liabilities, results of operations, condition (financial or otherwise)
or prospects of the Company which may have made or given by any other
Subscriber or by any agent or employee of any other Subscriber, and no
Subscriber or any of its agents or employees shall have any liability
to any Subscriber (or any other person) relating to or arising from any
such information, materials, statements or opinions. The Company
acknowledges that nothing contained herein, and no action taken by any
Subscriber pursuant hereto, shall be deemed to constitute the
Subscriber as a partnership, an association, a joint venture or any
other kind of entity, or create a presumption that the Subscribers are
in any way acting in concert or as a group with respect to such
obligations or the transactions contemplated by this Subscription
Agreement. The Company acknowledges that for reasons of administrative
convenience only, this Subscription Agreement has been prepared by
counsel for one of the Subscribers and such counsel does not represent
all of the Subscribers but only such Subscriber and the other
Subscribers have retained their own individual counsel with respect to
the transactions contemplated hereby. The Company acknowledges that it
has elected to provide all Subscribers with the same terms of the
Subscription Agreement for the convenience of the Company and not
because it was required or requested to do so by the Subscribers. The
Company acknowledges that such procedure, with respect to this
Subscription Agreement, in no way creates a presumption that the
Subscribers are in any way acting in concert or as a group with respect
to this Subscription Agreement or the transactions contemplated hereby.
(m) No Integrated Offering. Neither the Company, nor any of
its affiliates, nor any person acting on its or their behalf, has
directly or indirectly made any offers or sales of any security or
solicited any offers to buy any security under circumstances that would
cause the offering of the Units pursuant to this Subscription Agreement
to be integrated with prior offerings by the Company for purposes of
the Securities Act which would prevent the Company from selling the
Units pursuant to Rule 506 under the Securities Act, or any applicable
exchange-related stockholder approval provisions, nor will the Company
or any of its affiliates or subsidiaries take any action or steps that
would cause the offering of the Units to be integrated
5
with other offerings. The Company does not have any registration
statement pending before the Commission or currently under the
Commission's review.
5. Representations and Warranties of Parent. To induce Subscriber to
invest in Parent and the Company Parent hereby represents, warrants and
covenants as follows:
(a) Organization, Existence, Standing and Ownership of Parent.
Parent is a corporation duly organized, validly existing, and in good
standing under the laws of the State of Texas. Parent is qualified to
do business in any jurisdiction in which it conducts its business.
Parent has the corporate power and corporate authority to own or lease
the assets owned or leased by it.
(b) Capitalization. The capitalization of Parent is as
described in Parent's most recent periodic report filed with the
Commission. Parent has not issued any capital stock since such filing
other than pursuant to the exercise of employee stock options under
Parent's stock option plans, the issuance of shares of common stock to
employees pursuant to Parent's employee stock purchase plan and
pursuant to the conversion or exercise of outstanding equity equivalent
securities (including any equity, debt or other instrument that is at
any time over the life thereof convertible into or exchangeable for
common stock) (collectively, "Common Stock Equivalents"). The issuance
of the common stock upon exercise of the Warrants will not obligate
Parent to issue shares of common stock or other securities to any
person (other than the Subscribers) and will not result in a right of
any holder of Parent securities to adjust the exercise, conversion,
exchange or reset price under such securities. All of the outstanding
shares of capital stock of Parent are validly issued, fully paid and
nonassessable, have been issued in compliance with all federal and
state securities laws or pursuant to an exception therefrom, and none
of such outstanding shares was issued in violation of any preemptive
rights or similar rights to subscribe for or purchase securities.
Except as disclosed in the SEC Reports (as defined below), there are no
stockholders agreements, voting agreements or other similar agreements
with respect to Parent's capital stock to which Parent is a party or,
to the knowledge of Parent, between or among any of Parent's
stockholders.
(c) SEC Reports; Financial Statements. Parent has filed all
reports required to be filed by it under the Securities Act and the
Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for
the two years preceding the date hereof (or such shorter period as
Parent was required by law to file such material) (the foregoing
materials, including the exhibits thereto, being collectively referred
to herein as the "SEC Reports") on a timely basis or has received a
valid extension of such time of filing and has filed any such SEC
Reports prior to the expiration of any such extension. As of their
respective dates, the SEC Reports complied in all material respects
with the requirements of the Securities Act and the Exchange Act and
the rules and regulations of the Commission promulgated thereunder, and
none of the SEC Reports, when filed, contained any untrue statement of
a material fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading.
The financial statements of Parent included in the SEC Reports comply
in all material respects with applicable accounting requirements and
the rules and regulations of the Commission with respect thereto as in
effect at the time of filing. Such financial statements have been
prepared in accordance with United States generally accepted accounting
principles applied on a consistent basis during the periods involved
("GAAP"), except as may be otherwise specified in such financial
statements or the notes thereto and except that unaudited financial
statements may not contain all footnotes required by GAAP, and fairly
present in all material respects the financial position of Parent and
its consolidated subsidiaries as of and for the dates thereof and the
results of operations and cash flows for the periods then ended,
subject, in the case of unaudited statements, to normal, immaterial,
year-end audit adjustments. Except as set forth in the SEC Reports as a
reserve for bad debt or uncollected accounts, all of Parent's
receivables are expected to be collectible in the ordinary course of
business and the inventories shown on the latest balance sheet are
expected to be liquidated at their carried values in the ordinary
course of business.
(d) Authorization. Parent has full corporate power and
authority to enter into this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this
Agreement and other agreements contemplated hereby, the performance by
Parent of its obligations hereunder and thereunder and the consummation
of the transactions contemplated hereby and thereby have been duly
authorized by all requisite corporate action, including all necessary
action to be taken by Parent's Board and the holders of Parent's common
stock. No further action or approval by Parent's Board or holders of
6
Parent's common stock is required in order to authorize or approve the
this Agreement or to constitute this Agreement as binding and
enforceable obligations of Parent.
(e) Enforceability. This Agreement has been duly executed and
delivered by Parent. This Agreement constitutes the legal, valid and
binding obligations of Parent, enforceable against Parent in accordance
with its terms, except as such enforceability may be limited by
applicable laws relating to or affecting creditors' rights generally
and except as such enforceability is subject to general principles of
equity (regardless of whether enforceability is considered in a
proceeding in equity or at law).
(f) No Conflicts. The execution, delivery and performance of
the Agreement by Parent and the consummation by Parent of the
transactions contemplated hereby do not and will not: (i) conflict with
or violate any provision of Parent's certificate or articles of
incorporation, bylaws or other organizational or charter documents, or
(ii) conflict with, or constitute a default (or an event that with
notice or lapse of time or both would become a default) under, result
in the creation of any lien upon any of the properties or assets of
Parent, or give to others any rights of termination, amendment,
acceleration or cancellation (with or without notice, lapse of time or
both) of, any agreement, credit facility, debt or other instrument
(evidencing Issuer debt or otherwise) or other understanding to which
Parent is a party or by which any property or asset of Parent is bound
or affected, or (iii) conflict with or result in a violation of any
law, rule, regulation, order, judgment, injunction, decree or other
restriction of any court or governmental authority to which Parent is
subject (including federal and state securities laws and regulations),
or by which any property or asset of Parent is bound or affected;
except in the case of each of clauses (ii) and (iii), such as could not
have or reasonably be expected to result in a material adverse effect.
(g) Material Changes. Since the date of the latest audited
financial statements included within the SEC Reports, except as
specifically disclosed in the SEC Reports, (i) there has been no event,
occurrence or development that has had or that could reasonably be
expected to result in a material adverse effect, (ii) Parent has not
incurred any liabilities (contingent or otherwise) other than (A) trade
payables and accrued expenses incurred in the ordinary course of
business consistent with past practice and (B) liabilities not required
to be reflected in Parent's financial statements pursuant to GAAP or
required to be disclosed in filings made with the Commission, (iii)
Parent has not altered its method of accounting, (iv) Parent has not
declared or made any dividend or distribution of cash or other property
to its stockholders or purchased, redeemed or made any agreements to
purchase or redeem any shares of its capital stock and (v) Parent has
not issued any equity securities to any officer, director or affiliate,
except pursuant to existing Parent's stock option plans. Parent does
not have pending before the Commission any request for confidential
treatment of information.
(h) Listing and Maintenance Requirements. Parent's common
stock is registered pursuant to Section 12(g) of the Exchange Act, and
Parent has taken no action designed to, or which to its knowledge is
likely to have the effect of, terminating the registration of the
common stock under the Exchange Act nor has Parent received any
notification that the Commission is contemplating terminating such
registration. Parent has not, in the 12 months preceding the date
hereof, received notice from any trading market on which the common
stock is or has been listed or quoted to the effect that Parent is not
in compliance with the listing or maintenance requirements of such
trading market. Parent is, and has no reason to believe that it will
not in the foreseeable future continue to be, in compliance with all
such listing and maintenance requirements. The issuance and sale of the
common stock upon exercise of the Warrants will not contravene the
rules and regulations of the trading market.
(i) Issuance of Securities. The issuance of the Warrants is
duly authorized and, upon issuance in accordance with the terms hereof,
shall be free from all taxes, liens and charges with respect to the
issue thereof. As of the Closing, a number of shares of common stock
shall have been duly authorized and reserved for issuance which equals
130% of the maximum number of shares of common stock issuable upon
exercise of the Warrants (such shares, the "Warrant Shares") to be
issued at the Closing. Upon issuance in accordance with the Warrants,
the Warrant Shares will be validly issued, fully paid and nonassessable
and free from all taxes, liens and charges with respect to the issue
thereof, with the holders being entitled to all rights accorded to a
holder of common stock. Assuming the accuracy of each of the
representations and warranties of the Buyers contained in Section 3
hereof, the issuance by Parent of the Warrants is exempt from
registration under the 1933 Act.
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(j) No General Solicitation; Placement Agent's Fees. Neither
Parent, nor any of its affiliates, nor any Person acting on its or
their behalf, has engaged in any form of general solicitation or
general advertising (within the meaning of Regulation D) in connection
with the offer or sale of the Warrants. Parent shall be responsible for
the payment of any placement agent's fees, financial advisory fees, or
brokers' commissions (other than for persons engaged by any Subscriber
or its investment advisor) relating to or arising out of the
transactions contemplated hereby. Parent shall pay, and hold each
Subscriber harmless against, any liability, loss or expense (including,
without limitation, attorney's fees and out-of-pocket expenses) arising
in connection with any such claim.
(k) No Integrated Offering. None of Parent, its subsidiaries,
any of their affiliates, and any Person acting on their behalf has,
directly or indirectly, made any offers or sales of any security or
solicited any offers to buy any security, under circumstances that
would require registration of any of the Securities under the 1933 Act
or cause this offering of the Warrants to be integrated with prior
offerings by Parent for purposes of the 1933 Act or any applicable
stockholder approval provisions, including, without limitation, under
the rules and regulations of any exchange or automated quotation system
on which any of the securities of Parent are listed or designated. None
of Parent, its subsidiaries, their affiliates and any Person acting on
their behalf will take any action or steps referred to in the preceding
sentence that would require registration of any of the Warrants under
the 1933 Act or cause the offering of the Warrants to be integrated
with other offerings.
(l) Application of Takeover Protections; Rights Agreement.
Parent and its board of directors have taken all necessary action, if
any, in order to render inapplicable any control share acquisition,
business combination, poison pill (including any distribution under a
rights agreement) or other similar anti-takeover provision under its
Certificate of Incorporation or the laws of the jurisdiction of its
formation which is or could become applicable to any Subscriber as a
result of the transactions contemplated by this Agreement, including,
without limitation, Parent's issuance of the Warrants and any
Subscriber's ownership of the Warrants. Parent has not adopted a
stockholder rights plan or similar arrangement relating to
accumulations of beneficial ownership of common stock or a change in
control of Parent.
(m) No Undisclosed Events, Liabilities, Developments or
Circumstances. No material event, liability, development or
circumstance has occurred or exists, or is contemplated to occur with
respect to Parent or its subsidiaries or their respective business,
properties, prospects, operations or financial condition, that would be
required to be disclosed by Parent under applicable securities laws on
a registration statement on Form SB-2 filed with the SEC relating to an
issuance and sale by Parent of its common stock and which has not been
publicly announced.
(n) Foreign Corrupt Practices. Neither Parent, nor any of its
subsidiaries, nor to Parent's knowledge, any director, officer, agent,
employee or other Person acting on behalf of Parent or any of its
subsidiaries has, in the course of its actions for, or on behalf of,
Parent (i) used any corporate funds for any unlawful contribution,
gift, entertainment or other unlawful expenses relating to political
activity; (ii) made any direct or indirect unlawful payment to any
foreign or domestic government official or employee from corporate
funds; (iii) violated or is in violation of any provision of the U.S.
Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any
unlawful bribe, rebate, payoff, influence payment, kickback or other
unlawful payment to any foreign or domestic government official or
employee.
(o) Sarbanes-Oxley Act. Parent is in compliance with any and
all applicable requirements of the Sarbanes-Oxley Act of 2002 that are
effective as of the date hereof, and any and all applicable rules and
regulations promulgated by the SEC thereunder that are effective as of
the date hereof, except where such noncompliance would not have,
individually or in the aggregate, a material adverse effect.
(p) Internal Accounting Controls. Parent and each of its
subsidiaries maintain a system of internal accounting controls
sufficient to provide reasonable assurance that (i) transactions are
executed in accordance with management's general or specific
authorizations, (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with generally
accepted accounting principles and to maintain asset and liability
accountability, (iii) access to assets or incurrence of liabilities is
permitted only in accordance with management's general or specific
authorization and (iv) the recorded accountability for assets and
liabilities is compared with the existing assets and liabilities at
reasonable intervals and appropriate action is taken with respect to
any difference.
8
(q) Disclosure. Parent confirms that neither it nor, to its
knowledge, any Person acting on its behalf has provided any of the
Subscribers or their respective agents or counsel with any information
that constitutes material, nonpublic information. Parent understands
and confirms that each of the Subscribers will rely on the foregoing
representations in effecting transactions in securities of Parent. All
disclosure provided to the Subscribers regarding Parent, its business
and the transactions contemplated hereby furnished by Parent are true
and correct and do not contain any untrue statement of a material fact
or omit to state any material fact necessary in order to make the
statements made therein, in light of the circumstances under which they
were made, not misleading. Each press release issued by Parent during
the twelve (12) months preceding the date of this Agreement did not at
the time of release contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in the light of the
circumstances under which they are made, not misleading. No event or
circumstance has occurred or information exists with respect to Parent
or any subsidiary or either of its or their respective business,
properties, prospects, operations or financial conditions, which, under
applicable law, rule or regulation, requires public disclosure or
announcement by Parent on or before the date hereof but which has not
been so publicly announced or disclosed. Parent acknowledges and agrees
that no Subscriber makes or has made any representations or warranties
with respect to the transactions contemplated hereby other than those
specifically set forth in Section 3.
(r) Form SB-2 Eligibility. Parent is eligible to register the
Warrant Shares for resale by the Subscribers using Form SB-2
promulgated under the 1933 Act.
6. Reliance on Representations and Warranties; Notification;
Indemnification.
(a) The Subscriber understands the meaning of the
representations and warranties contained in this Subscription Agreement
and understands and acknowledges that the Company is relying upon the
representations and warranties contained in this Subscription Agreement
in determining whether the Company is eligible for exemption from the
registration requirements contained in the Securities Act and in the
Investment Company Act and in determining whether to accept the
subscription tendered hereby.
(b) The Subscriber represents and warrants that the
information that the Subscriber has provided to the Company, including
the information contained in this Subscription Agreement and in all tax
certificates delivered to the Company, is true and correct as of the
date hereof and agrees to notify immediately the Company of any changes
to such information.
(c) The Subscriber hereby agrees to (i) indemnify and hold
harmless the Company, the members of the various committees of the
Company and their respective officers, directors and employees (each an
"Indemnified Person") from and against any and all losses, damages,
expenses, liabilities or reasonable attorneys' fees (including
attorneys' fees and expenses incurred in a securities action in which
no judgment in favor of the Subscriber is rendered) due to or arising
out of a breach of any representation or warranty of the Subscriber
contained in this Subscription Agreement provided by the Subscriber in
connection with the Subscriber's investment in the Company and (ii)
periodically reimburse each Indemnified Person for its legal and other
expenses (including the cost of any investigation and preparation)
incurred in connection with such a securities action.
(d) The Company hereby agrees to (i) indemnify and hold
harmless the Subscriber, and its Indemnified Persons from and against
any and all losses, damages, expenses, liabilities or reasonable
attorneys' fees (including attorneys' fees and expenses incurred in a
securities action in which no judgment in favor of the Subscriber is
rendered) due to or arising out of a breach of any representation or
warranty of the Company contained in this Subscription Agreement or any
other document provided by the Company in connection with the
Subscriber's investment in the Company and (ii) periodically reimburse
each Indemnified Person for its legal and other expenses (including the
cost of any investigation and preparation) incurred in connection
therewith.
7. Covenants of the Company. The Company covenants with the Subscriber
(which covenants are for the benefit of the Subscriber and its permitted
assignees) that for as long as any Series A Shares remain outstanding:
9
(a) Securities Compliance. The Company shall notify the
Commission in accordance with its rules and regulations, of the
transactions contemplated by this Subscription Agreement, including
filing a Form D with respect to the Units, as required under Regulation
D, and shall take all other necessary action and proceedings as may be
required and permitted by applicable law, rule and regulation, for the
legal and valid issuance of the Units, to the Subscriber or subsequent
holders.
(b) Compliance with Laws. The Company shall comply with all
applicable laws, rules, regulations and orders.
(c) Keeping of Records and Books of Account. The Company shall
keep adequate records and books of account, in which complete entries
will be made in accordance with Canadian GAAP consistently applied,
reflecting all financial transactions of the Company, and in which, for
each fiscal year, all proper reserves for depreciation, depletion,
obsolescence, amortization, taxes, bad debts and other purposes in
connection with its business shall be made.
(d) Amendments. The Company shall not amend or waive any
provision of the Articles or By-laws of the Company in any way that
would adversely affect the liquidation preferences, dividends rights,
voting rights or redemption rights of the Units.
(e) Other Agreements. The Company shall not enter into any
agreement in which the terms of such agreement would restrict or impair
the Company's right or ability to perform this Subscription Agreement.
(f) Distributions. So long as any Units remain outstanding,
the Company agrees that it shall not (i) declare or pay any dividends
or make any distributions to any holder(s) of common stock or (ii)
purchase or otherwise acquire for value, directly or indirectly, any
common stock or other equity security of the Company.
(g) Status of Dividends. The Company covenants and agrees that
(i) no federal income tax return or claim for refund of federal income
tax or other submission to the Internal Revenue Service will adversely
affect the Units, any other series of its preferred stock, or the
common stock, and any deduction shall not operate to jeopardize the
availability to the Subscriber of the dividends received deduction
provided by Section 243(a)(1) of the IRC or any successor provision,
(ii) in no report to shareholders or to any governmental body having
jurisdiction over the Company or otherwise will it treat the Units
other than as equity capital or the dividends paid on the Series A
Preferred other than as dividends paid on equity capital unless
required to do so by a governmental body having jurisdiction over the
accounts of the Company or by a change in generally accepted accounting
principles required as a result of action by an authoritative
accounting standards setting body, and (iii) it will take no action
which would result in the dividends paid by the Company on the Series A
Preferred out of the Company's current or accumulated earnings and
profits being ineligible for the dividends received deduction provided
by Section 243(a)(1) of the IRC. The preceding sentence shall not be
deemed to prevent the Company from designating the Series A Preferred
as "Redeemable Preferred Stock" in its annual and quarterly financial
statements. In the event that the Subscriber has reasonable cause to
believe that dividends paid by the Company on the Series A Preferred
out of the Company's current or accumulated earnings and profits will
not be treated as eligible for the dividends received deduction
provided by Section 243(a)(1) of the IRC, or any successor provision,
the Company will, at the reasonable request of the Subscribers of 51%
of the outstanding Units, join with the Subscribers in the submission
to the Internal Revenue Service of a request for a ruling that
dividends paid on the Series A Preferred will be so eligible for
federal income tax purposes, at the Subscribers' expense. In addition,
the Company will reasonably cooperate with the Subscribers (at
Subscribers' expense) in any litigation, appeal or other proceeding
challenging or contesting any ruling, technical advice, finding or
determination that earnings and profits are not eligible for the
dividends received deduction provided by Section 243(a)(1) of the IRC,
or any successor provision to the extent that the position to be taken
in any such litigation, appeal, or other proceeding is not contrary to
any provision of the IRC or incurred in connection with any such
submission, litigation, appeal or other proceeding. Notwithstanding the
foregoing, nothing herein contained shall be deemed to preclude the
Company from claiming a deduction with respect to such dividends if (i)
the IRA shall hereafter be amended, or final Treasury regulations
thereunder are issued or modified, to provide that dividends on the
Series A Preferred should not be treated as dividends for federal
income tax purposes or that a deduction with respect to all or a
portion of the dividends on the Units is allowable for federal income
tax purposes, or (ii) in the absence of
10
such an amendment, issuance or modification and after a submission of a
request for ruling or technical advice, the service shall rule or
advise that dividends on the Series A Preferred should not be treated
as dividends for federal income tax purposes. If the Internal Revenue
Service determines that the Units constitute debt, the Company may file
protective claims for refund.
(h) Use of Proceeds. The proceeds from the sale of the Units
will be used by the Company for certain investment in and funding of
certain residential real estate projects, working capital and general
corporate purposes.
(i) Disposition of Assets. So long as any of the shares of
Series A Preferred and Series B Preferred remain outstanding, the
Company shall not sell, transfer or otherwise dispose of any of its
properties, assets and rights including, without limitation, its
software and intellectual property, to any person except for sales to
customers in the ordinary course.
8. Covenants of Parent. Parent covenants with the Subscriber (which
covenants are for the benefit of the Subscriber and its permitted assignees)
that for as long as any Warrants remain outstanding:
(a) Form D and Blue Sky. Parent agrees to file a Form D with
respect to the Warrants as required under Regulation D and to provide a
copy thereof to each Subscriber promptly after such filing. Parent
shall, on or before the Closing, take such action as Parent shall
reasonably determine is necessary in order to obtain an exemption for
or to qualify the Warrants for sale to the Subscriber at the Closing
pursuant to this Agreement under applicable securities or "Blue Sky"
laws of the states of the United States (or to obtain an exemption from
such qualification), and shall provide evidence of any such action so
taken to the Subscribers on or prior to the Closing Date. Parent shall
make all filings and reports relating to the offer and sale of the
Securities required under applicable securities or "Blue Sky" laws of
the states of the United States following the Closing.
(b) Reporting Status. Until the date on which the Subscribers
shall have sold all the Warrant Shares and none of the Warrants are
outstanding (the "Reporting Period"), Parent shall file all reports
required to be filed with the Commission pursuant to the 1934 Act, and
Parent shall not terminate its status as an issuer required to file
reports under the 1934 Act even if the 1934 Act or the rules and
regulations thereunder would otherwise permit such termination.
(c) Financial Information. Parent agrees to send the following
to each Subscriber during the Reporting Period (i) unless the following
are filed with the SEC through EDGAR and are available to the public
through the EDGAR system, within one (1) Business Day after the filing
thereof with the SEC, a copy of its Annual Reports on Form 10-K, its
Quarterly Reports on Form 10-Q, any Current Reports on Form 8-K and any
registration statements (other than on Form S-8) or amendments filed
pursuant to the 1933 Act, (ii) on the same day as the release thereof,
facsimile copies of all press releases issued by the Company or any of
its Subsidiaries, and (iii) copies of any notices and other information
made available or given to the stockholders of the Company generally,
contemporaneously with the making available or giving thereof to the
stockholders.
(d) Listing. Parent shall promptly secure the listing of all
of the Registrable Securities (as defined in the Registration Rights
Agreement) upon each national securities exchange and automated
quotation system, if any, upon which shares of common stock of Parent
are then listed (subject to official notice of issuance) and shall
maintain, such listing of all Registrable Securities from time to time
issuable under the terms of this Agreement and the Warrant. Parent
shall maintain the common stock's authorization for quotation on the
Over the Counter Bulletin Board Market. Neither Parent nor any of its
subsidiaries shall take any action, which would be reasonably expected
to result in the delisting or suspension of the common stock on the
Over the Counter Bulletin Board Market. Parent shall pay all fees and
expenses in connection with satisfying its obligations under this
Section 8(d).
(e) Disclosure of Transactions and Other Material Information.
On or before 8:30 a.m., New York Time, on the second business day
following the date hereof, Parent shall file a Current Report on Form
8-K describing the terms of the transactions contemplated by this
Agreement in the form required by the Exchange Act, and attaching this
Agreement, the form of Warrant, and the Registration Rights Agreement
as exhibits to such filing (including all attachments, the "8-K
Filing"). From and after the filing
11
of the 8-K Filing with the Commission, no Subscriber shall be in
possession of any material, nonpublic information received from Parent,
any of its subsidiaries or any of its respective officers, directors,
employees or agents, that is not disclosed in the 8-K Filing. Parent
shall not, and shall cause each of its subsidiaries and its and each of
their respective officers, directors, employees and agents, not to,
provide any Subscriber with any material, nonpublic information
regarding Parent or any of its Subsidiaries from and after the filing
of the 8-K Filing with the Commission without the express written
consent of such Subscriber. In the event of a breach of the foregoing
covenant by Parent, any of its subsidiaries, or any of its or their
respective officers, directors, employees and agents, in addition to
any other remedy provided herein or in this Agreement, a Subscriber
shall have the right to make a public disclosure, in the form of a
press release, public advertisement or otherwise, of such material,
nonpublic information without the prior approval by Parent, its
subsidiaries, or any of its or their respective officers, directors,
employees or agents. No Subscriber shall have any liability to Parent,
its subsidiaries, or any of its or their respective officers,
directors, employees, stockholders or agents for any such disclosure.
Subject to the foregoing, neither Parent nor any Subscriber shall issue
any press releases or any other public statements with respect to the
transactions contemplated hereby; provided, however, that Parent shall
be entitled, without the prior approval of any Subscriber, to make any
press release or other public disclosure with respect to such
transactions (i) in substantial conformity with the 8-K Filing and
contemporaneously therewith and (ii) as is required by applicable law
and regulations (provided that in the case of clause (i) each
Subscriber shall be consulted by Parent in connection with any such
press release or other public disclosure prior to its release).
(f) Reservation of Shares. Parent shall take all action
necessary to at all times have authorized, and reserved for the purpose
of issuance, 130% of the number of shares of common stock issuable upon
exercise of the Warrants being issued at the Closing.
9. Additional Information, Documents, Tax Forms, Certificates. The
Subscriber agrees that promptly (and in any event within ten calendar days)
after receipt of a request from the Company, the Subscriber shall provide such
additional information and deliver such additional documents as shall be
reasonably necessary to comply with any federal, state, local or non-U.S.
securities, tax or anti-money laundering laws, rules or regulations to which the
Company is subject.
10. Conflicts of Interest. The Subscriber acknowledges and agrees that,
as set forth in the Memorandum, certain legal counsel have represented the
Company in connection with this Offering and that such firms have in the past,
and may from time to time in the future, render services to the Company and its
affiliates. The Subscriber further acknowledges and agrees that such counsel are
not representing the Subscriber or any other prospective purchaser of Units in
connection with this Offering.
11. Survival. The representations, warranties and agreements set forth
in this Subscription Agreement shall survive the Closing for a period of one
year from the Closing.
12. No Assignment. The Subscriber agrees not to transfer or assign any
rights or obligations under this Subscription Agreement to any other person or
entity, and that any such attempted transfer or assignment shall be void.
13. Binding Effect; Beneficiaries. This Subscription Agreement and the
representations and warranties contained herein shall be binding upon, inure to
the benefit of and be enforceable by the parties hereto and their respective
heirs, executors, administrators and other successors, and no other persons or
entities. If there is more than one signatory hereto, the obligations,
representations, warranties, and agreements of the Subscriber are made jointly
and severally.
14. Governing Law; Submission to Jurisdiction; Waiver of Trial by Jury.
(a) This Subscription Agreement is to be construed in
accordance with and governed by the laws of the State of New York,
without giving effect to any choice of law rule that would cause the
application of the laws of any jurisdiction other than the State of New
York to the rights and duties of the parties.
(b) Any controversy, claim or dispute arising out of or
relating to this Subscription Agreement between the parties hereto,
their assignees, their affiliates, their attorneys, or agents, shall be
litigated solely in state or federal court in New York City. Each party
(i) submits to the jurisdiction of any such court, (ii) waives the
defense of an inconvenient forum, (iii) agrees that valid consent to
service may be made by mailing or delivery of such service to the New
York Secretary of State (the "Agent") or to the party at the
12
party's last known address, if personal service delivery can not be
easily effected, and (iv) authorizes and directs the Agent to accept
such service in the event that personal service delivery can not easily
be effected.
(c) EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY
ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM
ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT OR ANY OTHER
MATTER INVOLVING THE PARTIES HERETO.
15. Remedies. The parties hereto agree that in the event of any dispute
between the parties hereto arising out of, relating to or in connection with the
Company or this Subscription Agreement or the Subscriber's investment in the
Company, such dispute shall be resolved exclusively by arbitration to be
conducted in New York, New York, in accordance with the rules of the American
Arbitration Association. Any award rendered as a result of the arbitration shall
be final and binding, and judgment may be entered on it in any court of
competent jurisdiction in the country, state and county of the principal office
of the Company, or, in the case of an award entered against the Subscriber, in
any country, state and county in which any property of the Subscriber is
located, including the country, state and county in which its principal offices
are located.
16. Entire Agreement. This Subscription Agreement and any other
agreements or documents referred to herein or therein constitute the entire
agreement between the parties hereto with respect to the subject matter hereof,
and supersede any prior agreement between the parties hereto with respect to the
subject matter hereof.
17. Severability. Any term or provision of this Subscription Agreement
that is determined by an arbitrator of competent jurisdiction to be invalid or
unenforceable in any jurisdiction shall, solely as to such jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms or provisions of this
Subscription Agreement or affecting the validity or enforceability of any of the
terms or provisions of this Subscription Agreement in any other jurisdiction.
18. Amendments and Waivers. This Subscription Agreement may be amended
and the observance of any provision hereof may be waived (either generally or in
a particular instance and either retroactively or prospectively) only with the
written consent of the Subscriber and the Company.
19. Counterparts. This Subscription Agreement may be executed in
counterparts with the same effect as if the parties executing the counterparts
had all executed one counterpart.
[signature page follows]
13
[SIGNATURE PAGE - Fill Out Completely (except for the box for acceptance
at the bottom)]
IN WITNESS WHEREOF, the undersigned has executed this Subscription
Agreement this ____ day of _________________, ______ [<- Insert date].
Print Name of Subscriber: Signature of Subscriber:
_______________________________ [Sign here ->] __________________________________
Address: If signing on behalf of an entity:
_______________________________ Name of signatory:__________________________
_______________________________ Title of signatory:___________________________
_______________________________ Purchase Price:
Contact Person: _______________ US $___________________________
Tax ID or Type of Ownership (Check one):
Social Security #:______________________ |_| Individual |_| Partnership
Telephone #: ______________________ |_| Joint |_| Limited Liability Company
Fax #: ______________________ |_| Corporation |_| Other: _______________
E-Mail: ______________________ |_| Trust (including an IRA)
If Subscriber is not an individual: If copies of the Company's performance reports and tax returns
Date of Organization: _______________ should be furnished to the Subscriber's accountant or advisor,
Jurisdiction: _______________ specify the name and address of such person:
Tax year end: _______________ Accountant: _________________________________
Advisor: _________________________________
Bank account information to which any cash Brokerage account information to which any in-kind
distributions may be wired or sent: distributions may be credited:
Bank Name: _____________________________ Firm Name: ____________________________
Bank Address: __________________________ Firm Address: ____________________________
Account Name: __________________________ Account Name: ____________________________
Account No.: ___________________________ Account No.: ____________________________
DTC No.: ____________________________
AGREED TO AND ACCEPTED this ____ day of ________, ________
STRATEGY REAL ESTATE INVESTMENTS LTD. Purchase Price:
By: _________________________ US $ ______________________________
Name: __________________ Number of Units Issued:
Title: _________________ Units: _____________________________
AGREED TO AND ACCEPTED this ____ day of ________, ________
STRATEGY INTERNATIONAL INSURANCE GROUP, INC.
By: _________________________
Name: __________________ Number of Warrants Issued:
Title: _________________ _____________________________