Exhibit 1.1
ASPEN RACING STABLES, INC.
SUBSCRIPTION AGREEMENT
The undersigned hereby subscribed for ____________ shares or common stock $0.001
par value per share (the "Shares"), of ASPEN RACING STABLES, INC., a Nevada
corporation (the "Company"), at a purchase price of $0.30 per share, for a total
subscription of $_______.
1. To induce the Company to accept this subscription, the undersigned agrees
to provide such information and to execute and delivery such document as
may be necessary to comply with any and all laws and ordinances to which
the Company is subject.
FOR NON-U.S. INVESTORS:
2. By checking this box, I represent that I am not a citizen of the United
States, a "Resident Alien" of the United States, or otherwise a "U.S.
Person" (FOR INDIVIDUAL INVESTORS ONLY) |_|
3. We represent that NONE of the Shares we are acquiring are being acquired by
a "U.S. Person" or by a person or entity that is owned, directly or
indirectly, in whole or in part, by a U.S. Person (except to the extent
that the indirect ownership by a U.S. Person would not result in the
acquiring entity being classified as a U.S. Person under applicable
provisions of Regulation S under the Securities Act of 1933, as amended).
(FOR CORPORATIONS, PARTNERSHIPS, ESTATES, TRUSTS AND OTHER ENTITIES ONLY)
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4. We represent that we are not acquiring any of the Shares for the benefit
of, or with an intent or under any obligation (including any option or
other right) to resell such Shares to, any U.S. Person or any entity that
is owned, directly or indirectly, in whole or in part, by any U.S. Person
(except to the extent that the indirect ownership by a U.S. Person would
not result in the acquiring entity being classified as a U.S. Person under
applicable provisions of Regulation S under the Securities Act of 1933, as
amended). We represent that we were not solicited for the purchase of
Shares while we were in the United States. If we were solicited while in
the United States, we are either (x) fiduciaries acting with discretion for
persons who are not U.S. Persons or (y) agents acting without discretion
for such persons who are also "accredited investors" under Regulation D of
the U.S. Securities and Exchange Commission (the "Commission"). We
represent that we qualify as each of the following: (a) an "accredited
investor" within the meaning of Regulation D promulgated by the U.S.
Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Securities Act") and --- (b) a "qualified
purchaser" within the meaning of Section 2(a)(51) of the Investment Company
Act of 1940, as amended.
5. We represent that we are fully informed as to the legal and tax
requirements within our own country or countries regarding a purchase of
Shares.
6. We represent that we or our beneficial owner is not a person, government,
country or entity: (i) that is listed in the Annex to, or is otherwise
subject to the provisions of, United States Executive Order 13224, as
issued on September 24, 2001 ("EO 13224") (which list is published at
http://www.treasury.gov/terrorism.html); (ii) whose name appears on the
most current U.S. Office of Foreign Assets Control ("OFAC") list of
"Specifically Designated Nationals and Blocked Persons" (which list is
published on the OFAC website, http://www.treas.gov/ofac); (iii) who
commits, threatens to commit or supports "terrorism", as that term is
defined in EO 13224; or (iv) who is otherwise affiliated with any person,
government, country or entity listed above. Any funds used by us to invest
in the Fund were not, directly or indirectly, derived from activities that
may contravene U.S. federal and/or state laws and regulations, including
anti-money laundering laws, or that may contravene the anti-money
laundering laws of any other jurisdiction.
7. We agree not to transfer any Shares except with the prior consent of the
Company. We also agree to notify the Company if we change our citizenship
or residence, and we understand that our Shares may be redeemed if we are
no longer eligible investors in the Company in order to avoid adverse tax
or regulatory consequences to the Company or its other shareholders.
FOR U.S. INVESTORS ONLY:
The undersigned hereby represents and warrants to and covenants with the Company
and its officers, directors, agents and employees, as follows:
8. The undersigned is an "accredited investor", as defined in Regulation D as
promulgated pursuant to the Security Act of 1933, as amended (the "1933
Act"), and certain state securities laws, and has initialed each of the
following definitions which are applicable to the undersigned. The
undersigned is (initial at least one):
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Initial i. A bank as defined in Section 3(a)(2) of the Act, or any savings
and loan association or other institution as defined in Section
3(a)(5)(A) of the Act whether acting in its individual or
fiduciary capacity; any broker or dealer registered pursuant to
Section 15 of the Securities Exchange Act of 1934; any insurance
company as defined in Section 2(13) of the 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
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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;
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Initial ii. A private business development company as defined in Section
202(a)(22) of the Investment Advisors Act of 1940;
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Initial iii. An organization described in Section 501(c)(3) of the Internal
Revenue Code, corporation, Massachusetts or similar business
trust, or partnership, not formed for the specific purpose of
acquiring the securities offered, with total assets in excess of
$5,000,000;
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Initial iv. A director, executive officer, or general partner of the issuer
of the securities being offered or sold, or any director,
executive officer, or general partner of a general partner of
that issuer;
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Initial v. A natural person whose individual net worth, or joint net worth
with that person's spouse, at the time of his purchase exceeds
$1,000,000;
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Initial vi. A 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 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;
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Initial vii. A trust, with total assets in excess of $5,000,000, not formed
for the specific purpose of acquiring the securities offered,
whose purchase is directed by a sophisticated person as described
in Rule 506(b)(2)(ii); or
- -------
Initial viii. An entity in which all of the equity owners are accredited
investors.
The undersigned acknowledges that the Company may require additional information
concerning the undersigned's suitability regarding an investment in the Shares.
9. The undersigned further represents and warrants to the Company as follows:
(a) All information heretofore provided by the undersigned to the company
in connection with the offering of the Shares is true, complete, and
correct in all respects as of the date hereof;
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(b) No representations or warranties have been made to the undersigned by
the Company or any officer, employee, shareholder, or representative
of the Company, and in entering into this transaction the undersigned
is not relying on any representation or warranty of any person;
(c) The undersigned received or had access to all information that he she,
or it considers necessary or advisable to enable him, her, or it to
make an informed decision concerning the Shares, and the undersigned
has had an opportunity to ask questions of and receive answers from
the Company or its designated representative concerning the terms and
conditions of this investment, and all such questions, if any, have
been answered to the full satisfaction of the undersigned;
(d) The address set forth above in the Qualified Purchaser Questionnaire
is the true and correct residence of the undersigned and he, she, or
it has no present intention to become a resident of any other state or
jurisdiction;
(e) The undersigned (if an individual) has adequate means of providing for
his or her current needs and possible personal contingencies and he or
she has no need for liquidity of his or her investment in the Shares;
10. The undersigned acknowledges that he, she, or it understands the meaning
and legal consequences of the representations and warranties contained in
Paragraphs 2 and 3 above, and that the Company asked its officers,
directors, employees, and agents have relied upon such representations and
warranties, and he, she, or it hereby agrees to indemnify and hold harmless
the Company and its officers, directors, employees, and agents from and
against any and all loss, damage, or liability due to or arising out of a
reach of any representation or warranty of the undersigned contained in
this Subscription Agreement.
11. Notwithstanding any of the representations, warranties, covenants,
acknowledgments, or agreements made herein by the undersigned, the
undersigned does not hereby or in any other manner waive any rights granted
to him, her or it under federal or state securities law.
12. All representations, warranties, covenants, acknowledgements, and
agreements contained in this Subscription Agreement, and the
indemnification contained in Section 4 above, shall survive the acceptance
of this Subscription Agreement by the Company.
13. The undersigned understands that this Subscription Agreement is not binding
until the Company accepts it by executing this Subscription Agreement in
the space provided below. The Company may elect either to accept or reject
this Subscription Agreement in its sole and absolute discretion.
14. The undersigned understands that, prior to acceptance by the Company of
this Subscription Agreement, the undersigned has the right to withdraw and
cancel this Subscription Agreement without penalty or obligation.
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15. This Subscription Agreement is not transferable or assignable by the
undersigned.
16. THIS SUBSCRIPTION AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA, WITHOUT REGARD TO THE
CHOICE OR CONFLICT OF LAWS RULES THEREOF OR OF ANY OTHER STATE.
THE FOREGOING REPRESENTATIONS AND WARRANTIES ARE AND SHALL BE TRUE AND CORRECT
AS OF THE DATE HEREOF AND SHALL SURVIVE THE DELIVERY AND ACCEPTANCE HEREOF TO
THE COMPANY.
IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement
this ___ day of ________________.
SUBSCRIBER:
INDIVIDUALS:
Signature of Subscriber
Printed or Typed Name
*Signature of Spouse
Printed or Typed Name
ALL OTHER ENTITIES:
Name of Entity
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Signature of Authorized Person
Printed or Typed Name
ACCEPTED this ____ day of ______________.
By: _____________
*Signature of spouse required only if subscribe or spouse is currently residing
in one of the following states: Arizona, California, Idaho, Louisiana, Nevada,
New Mexico, Washington, or Wisconsin.