EXHIBIT 4.2
FORM OF SUBSCRIPTION AGREEMENT
TITANIUM GROUP LTD.
SUBSCRIPTION AGREEMENT
Agreement, made as of this _____ day of ______________, 2005, by and between
TITANIUM GROUP LTD., an international business company pursuant to the
International Business Companies Act of the British Virgin Islands (the
"Company"), and _______________________________ ("Subscriber").
In consideration of the mutual promises and covenants herein contained, the
parties hereto agree as follows:
ARTICLE I
SUBSCRIPTION
1.01 SUBSCRIPTION OFFER. Subject to the terms and conditions hereof and to
acceptance by the Company, Subscriber hereby irrevocably offers to
purchase ______________ Units at a purchase price of $0.20 (U.S.) per
Unit for a total of $___________________ (U.S.). The purchase price is
payable in full by check, money order, or wire transfer to the Company.
Each Unit consists of one share of the Company's common stock and one
warrant to purchase one share of the Company's common stock at a price
of $0.50 per share through June 30, 2008. The Units, the common stock
and warrants comprising the Units and the shares of common stock which
may be acquired upon exercise of the warrants are collectively referred
to herein as the "Securities." The shares of common stock and warrants
which are being offered as part of the Units will be immediately
detachable.
1.02 RESTRICTIONS ON SECURITIES.
(a) The Securities have not been registered under the Securities
Act of 1933 (the "Act") or any applicable state securities
laws.
(b) The Securities are "restricted securities" as that term is
defined in Rule 144 under the Act.
(c) All certificates evidencing the Securities shall bear a
restrictive legend in substantially the language set forth
below:
The securities represented by this Certificate have
not been registered under the Securities Act of 1933
(the "Act"), and are "restricted securities" as that
term is defined in Rule 144 under the Act. The
securities may not be offered for sale, sold, or
otherwise transferred except pursuant to an
effective registration statement under the Act, or
pursuant to an exemption from registration the
availability of which is to be established to the
satisfaction of the Company.
(d) The Company shall, from time to time, make stop transfer
notations in the Company's records to ensure compliance in
connection with any proposed transfer of the Securities, with
the Act, and all applicable state securities laws.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
2.01 STATUS OF SUBSCRIBER. Subscriber, if an individual, is at least 21
years of age. If an association, each individual member of the
association is at least 21 years of age.
2.02 ACCESS TO INFORMATION. By virtue of Subscriber's review of the
Confidential Private Placement Memorandum dated June 22, 2005 (the
"Memorandum"), by reason of Subscriber's preexisting business or
personal relationship with the Company or with the officers and
directors of the Company, and/or by reason of the business or financial
experience of Subscriber or his professional advisors who are
unaffiliated with and who are not compensated by the Company, or any
affiliate thereof, Subscriber has the capacity to protect his own
interests in connection with the offer and sale of the Securities.
Subscriber has had access to all material and relevant information
necessary to enable Subscriber to make an informed investment decision.
All data
Titanium Group Ltd. Subscription Agreement - Page 1
requested by Subscriber from the Company or its representatives
concerning the business and financial condition of the Company and the
terms and conditions of the offering has been furnished to Subscriber's
satisfaction. Subscriber has had the opportunity to ask questions of
and receive answers from the Company concerning the terms and
conditions of this offering, and to obtain from the Company any
additional information which the Company possesses or can acquire
without unreasonable effort or expense that is necessary to verify the
accuracy of the information he has received.
2.03 UNDERSTANDING OF INVESTMENT RISKS. Subscriber understands that there is
no market for the Company's common stock. Subscriber also understands
that there is no assurance that a market for the common stock will be
established, and that realization of the objectives of the Company is
subject to significant economic and business risks.
2.04 RESIDENCE OF SUBSCRIBER. The residence of Subscriber set forth below is
the true and correct residence of Subscriber and Subscriber has no
present intention of becoming a resident or domiciliary of any other
state, country, or jurisdiction.
2.05 UNDERSTANDING OF NATURE OF SECURITIES. Subscriber understands that:
(a) the Securities have not been registered under the Act and/or
any state securities laws and must be held indefinitely unless
they are subsequently registered under the Act and/or
applicable state securities laws, or exemptions from such
registration are available;
(b) the Securities are "restricted securities" as that term is
defined in Rule 144 under the Act;
(c) the Securities cannot be sold or transferred for value without
registration under the Act and applicable state laws or
exemption therefrom;
(d) the certificates evidencing the Securities shall include
provisions substantially in the form of the legend set forth
in Section 1.02(c) hereof, which Subscriber has read and
understands;
(e) only the Company can register the Securities under the Act and
applicable state securities laws;
(f) there are stringent conditions for Subscriber's obtaining an
exemption for the resale of the Securities under the Act and
any applicable state securities laws; and
(h) the Company may, from time to time, make stop transfer
notations in the Company's records to insure compliance with
the Act and any applicable state securities laws.
2.06 INVESTMENT INTENT. Subscriber represents and warrants that:
(a) Subscriber is acquiring the Securities for the Subscriber's
own account and not for or on behalf of any other person;
(b) Subscriber is acquiring the Securities for investment and not
for distribution or with the intent to divide Subscriber's
participation with others or of reselling or otherwise
distributing the Securities; and
(c) Subscriber will not sell the Securities without registration
under the Act and any applicable state securities laws or
exemption therefrom.
2.07 FURTHER ASSURANCES. Subscriber will execute and deliver to the Company
any document, or do any other act or thing, which the Company may
reasonably request in connection with the acquisition of the
Securities.
2.08 NON-DISCLOSURE. Subscriber has not distributed any written materials
furnished to Subscriber by the Company to anyone other than
Subscriber's professional advisors.
Titanium Group Ltd. Subscription Agreement - Page 2
2.09 ABILITY TO BEAR ECONOMIC RISK. Subscriber is able to bear the economic
risk of an investment in the Securities and to maintain his investment
in the Securities for an indefinite period of time, and, further, could
bear a total loss of the investment and not change his standard of
living which existed at the time of such investment.
2.10 EVALUATION OF INVESTMENT. Subscriber, or Subscriber together with his
purchaser representative, if any, has such knowledge and experience in
financial and business matters that Subscriber and such representative
are capable of evaluating the merits and risks of an investment in the
Securities and of making an informed investment decision.
2.11 FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY. If
Subscriber is a partnership, corporation, trust, or other entity:
(a) Subscriber represents and warrants that it was not organized
or reorganized for the specific purpose of acquiring the
Securities;
(b) Subscriber has enclosed with this Agreement appropriate
evidence of the authority of the individual executing this
Agreement to act on its behalf (i.e., if a trust, a copy of
the trust agreement; if a corporation, a certified corporate
resolution authorizing the signature and a copy of the
articles of incorporation; or if a partnership, a copy of the
partnership agreement);
(c) the undersigned has the full power and authority to execute
this Subscription Agreement on behalf of such entity and to
make the representations and warranties made herein on its
behalf and this investment in the Company has been
affirmatively authorized by the governing board of such entity
and is not prohibited by the governing documents of the
entity; and
(d) Subscriber has completed the Entity Subscription
Questionnaire, attached hereto as Schedule "B", and represents
and warrants that the information contained therein is true
and correct.
2.12 AFFILIATE RELATIONSHIPS. Subscriber has disclosed below any
relationship (including family and business, such as being an officer,
director, or shareholder of an entity which owns shares of the Company)
between the Subscriber and the Company and its officers, directors and
shareholders. (Check the applicable box).
[ ] Subscriber IS NOT related to an officer, director or shareholder
of the Company.
[ ] Subscriber IS related to an officer, director or shareholder of
the Company.
Please describe any such relationship(s):
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2.14 ACCREDITED INVESTOR. Subscriber has completed the Accredited Investor
Questionnaire, attached hereto as Schedule "C", and represents and
warrants that the information contained therein is true and correct.
2.15 INDEMNIFICATION. Subscriber understands that the Company and its
advisors, including its legal counsel, are relying upon the
representations and warranties of Subscriber contained in this
Agreement. Subscriber agrees to indemnify and hold harmless the
Company, its officers, directors and agents (including the Company's
legal counsel) for any and all damages, liabilities, costs, or expenses
incurred as a result of or arising out of any inaccuracy of any of
Subscriber's representations and warranties contained herein.
Titanium Group Ltd. Subscription Agreement - Page 3
ARTICLE III
REGISTRATION
3.01 The Company has agreed to file with the Securities and Exchange
Commission under the Act, a registration statement covering the resale
of the shares included in the Units after closing of the offering.
3.02 The Subscriber shall furnish to the Company such information and take
such reasonable action as the Company reasonably requests regarding the
Subscriber and the intended method of disposition of the shares as
shall be reasonably required to effect the registration of the shares.
3.03 All expenses, other than underwriting discounts and commissions and
fees for the Subscriber's professional advisors, incurred in connection
with the registration and sale of the shares, shall be borne by the
Company. Underwriting discounts and commissions with respect to the
Subscriber's shares, and the fees and expenses of the Subscriber's
professional advisors, shall be borne by the Subscriber.
ARTICLE IV
MISCELLANEOUS PROVISIONS
4.01 CAPTIONS AND HEADINGS. The Article and Section headings throughout this
Agreement are for convenience of reference only and shall in no way be
deemed to define, limit or add to any provision of this Agreement.
4.02 ENTIRE AGREEMENT; AMENDMENT. This Agreement states the entire agreement
and understanding of the parties and shall supersede all prior
agreements and understandings. No amendment of the Agreement shall be
made without the express written consent of the parties.
4.03 SEVERABILITY. The invalidity or unenforceability of any particular
provision of this Agreement shall not affect any other provision
hereof, which shall be construed in all respects as if such invalid or
unenforceable provision were omitted.
4.04 VENUE; GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Colorado.
4.05 NOTICES. All notices, requests, demands, consents, and other
communications hereunder shall be transmitted in writing and shall be
deemed to have been duly given when hand delivered or sent by certified
mail, postage prepaid, with return receipt requested, addressed to the
parties as follows: to the Company, 10/F, Tianjin Building, 167
Connaught Road West, Hong Kong, and to Subscriber, at the address
indicated below. Any party may change its address for purposes of this
Section by giving notice as provided herein.
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IN WITNESS WHEREOF, the parties have executed this Agreement the day and year
first above written.
"Subscribers"
Name(s) exactly as you wish your interest
in the Company to be registered
(1)
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(please print)
(2)
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(please print)
Title, if Subscriber is not a natural person
(1)
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(2)
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Signatures
(1)
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(Signature)
(2)
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(Signature)
Primary Residence
(1)
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(2)
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Mailing Address (if different from above)
(1)
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(2)
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Contact Telephone Number(s)
(1)
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(2)
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Social Security or Tax Identification
Number
(1)
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(2)
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DISPOSITION OF SUBSCRIPTION AGREEMENT:
The foregoing Subscription Agreement (is___) (is not___) accepted this _____ day
of ______________________, 2005.
TITANIUM GROUP LTD.
BY:
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Authorized Officer
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