THE SECURITIES DESCRIBED IN THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY
STATE, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, RULE
144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION
OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE
REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM
REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS AVAILABLE.
SUBSCRIPTION AGREEMENT
This Subscription Agreement is made by and between Entellium Investments
Ltd., a British Virgin Islands Company (the "Company") and Asia Properties,
Inc., a Nevada corporation (the "Investor").
The parties hereto agree as follows:
Article 1
The Securities
Section 1.01. The Securities. The securities offered hereby shall consist
of two million (2,000,000) Ordinary Shares (the "Shares") of the Company at a
purchase price of $0.01 per share. Company and the Investor both acknowledge
and agree that the purchase price for the Shares will be paid (i) US $15,000
paid in September 2002, (ii) US $2,500 paid to Speechforms, Inc., on behalf of
the Company, in September 2002, and (iii) US $2,500 to be paid by Investor to
the Company in accordance with a Note dated as of the date hereof.
Section 1.02. Legends; Registration Under the Securities Act of 1933. The
Shares have not been registered under the Securities Act of 1933, as amended
(the "Act"). The certificate representing the Shares shall bear the following
legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF
ANY STATE, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, RULE
144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION
OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE
REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM
REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS AVAILABLE.
This offering is not a public offering and is intended to be made pursuant
to Section 4(2) of the Act and Regulation D as promulgated by the Securities and
Exchange Commission ("SEC") under the Act. This offering is also intended to be
exempt from the registration requirements of various state securities laws. A
substantial number of state securities commissions and securities industry
associations have established investor suitability standards for marketing
private offerings of securities within their respective jurisdictions. Some have
also established minimum dollar levels for purchases in their states.
Section 1.03. Expenses. Irrespective of whether the Closing is effected, the
Company shall pay all costs and expenses that it incurs with respect to the
negotiation, execution, delivery, and performance of this Agreement and the
transactions contemplated hereby, including without limitation, the cost of any
required filings under the Act, the Exchange Act or any "blue sky" laws, rules
and regulations.
Article II
Representations and Warranties
Section 2.01. Investor Representations and Warranties. The Investor
hereby makes each and every one of the following representations and warranties:
(a) Investor has the full right, power and authority to enter into this
Agreement and to carry out and consummate the transactions contemplated herein.
This Agreement constitutes the legal, valid and binding obligation of the
Investor.
(b) Investor is an "Accredited Investor" as that term is defined in Section
501(a) of Regulation D promulgated under the Securities Act of 1933, as amended
(the "Act").
(c) The Investor meets one or more of the following requirements:
PLEASE CHECK AS MANY BOXES THAT APPLY:
He or she is a natural person whose individual net worth, or joint net
worth with such investor's spouse, exceeds $1,000,000 and either he or she is
able to bear the economic risk of investment in the proposed investments or the
proposed investments will not exceed 10% of his or her net worth or joint net
worth with such investor's spouse;
He or she is a natural person who had individual income in excess of
$200,000 in each of the two most recent years, or joint income with such
investor's spouse in excess of $300,000 in each of those years and reasonably
expects to reach the same income level in the current year, and either such
investor is able to bear the economic risk of investment in the proposed
investments or the proposed investments will not exceed 10% of his or her net
worth or joint net worth with such investor's spouse;
It is an organization described in 501(c)(3) of the Internal Revenue
Code of 1986 as amended, (i.e., tax exempt entities), corporation, Massachusetts
or similar business trust, or partnership, not formed for the specific purpose
of acquiring the proposed investments, with total assets in excess of
$5,000,000;
It is a trust, with total assets in excess of $5,000,000, not formed
for the specific purpose of acquiring the proposed investments, whose purchases
are directed by a sophisticated person as described under the first alternative
above;
It is a bank as defined in 3(a)(2) of the Securities Act of 1933, or
a savings and loan association or other institution as defined in 3(a)(5)(A) of
the Securities Act of 1933 whether acting in its individual or fiduciary
capacity;
It is a broker registered pursuant to 15 of the Securities Exchange
Act of 1934;
It is an insurance company as defined in 2(13) of the Securities Act
of 1933;
It is an investment company registered under the Investment Company
Act of 1940 or a business development company as defined in 2(a)(48) of that
Act;
It is a Small Business Investment Company licensed by the U.S. Small
Business Administration under 301 (c) or (d) of the Small Business Investment
Act of 1958;
It is a private business development company as defined in 202(a)(22)
of the Investment Advisers Act of 1940;
It is an employee benefit plan within the meaning of Title I of the
Employee Retirement Income Security Act of 1974, if the investment decision is
made by a plan fiduciary, as defined in 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 as described above;
He or she is a director or executive officer of the Company;
It is an entity in which all the equity owners are Accredited
Investors since they are all described above.
(d) Investor has reviewed this Subscription Agreement hereto.
(e) Investor has the financial ability to bear the economic risk of
Investor's investment, can afford to sustain a complete loss of such investment,
has adequate means of providing for Investor's current needs and personal
contingencies and has no need for liquidity in Investor's Investment in the
Company.
(f) Investor will acquire the Shares for Investor's own account for
investment and not with a view to the sale or distribution thereof or the
granting of any participation therein, and Investor has no present intention of
distributing or selling to others any of such interest or granting any
participation therein, other than pursuant to an effective registration
statement under the Act.
(g) Investor has been given the opportunity to ask questions of and to
receive answers from persons acting on the Company's behalf concerning the terms
and conditions of this transaction and also has been given the opportunity to
obtain any additional information which the Company possesses or can acquire
without unreasonable effort or expense. As a result, the Investor is cognizant
of the financial condition, capitalization, use of proceeds from this bridge
financing and the operations and financial condition of the Company, has
available full information concerning its affairs and has been able to evaluate
the merits and risks of the investment in the Shares.
(h) The Investor understands and agrees that the Shares have not been
registered under the Securities Act of 1933, as amended (the "Act") or any state
or foreign securities laws and are restricted securities within the meaning of
Rule 144 of the General Rules and Regulations under the Act and under applicable
state statutes.
Article III
Notices
Section 3.01. Notices. All notices provided for in this Agreement shall
be in writing signed by the party giving such notice, and delivered personally
or sent by overnight courier or messenger or sent by registered or certified
mail (air mail if overseas), return receipt requested, or by telex, facsimile
transmission, telegram or similar means of communication. Notices shall be
deemed to have been received on the date of personal delivery, telex, facsimile
transmission, telegram or similar means of communication, or if sent by
overnight courier or messenger, shall be deemed to have been received on the
next delivery day after deposit with the courier or messenger, or if sent by
certified or registered mail, return receipt requested, shall be deemed to have
been received on the third business day after the date of mailing. Notices
shall be sent to the addresses set forth below:
If to the Company:
Entellium Investments Ltd.
No., 45 Block A, 3rd Floor
Medan Setia 1, Plaza Damansara, Bukit Damansara
50490 Kuala Lumpur, Malaysia
If to the Investor:
114 West Magnolia Street
#400-114
Bellingham, WA 98225
USA
Article IV
Miscellaneous
Section 4.01.
(a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA APPLICABLE TO CONTRACTS MADE
AND TO BE PERFORMED ENTIRELY THEREIN, WITHOUT GIVING EFFECT TO THE RULES OF
CONFLICTS OF LAW.
(b) This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns.
(c) This Agreement represents the entire agreement between the parties
relating to the subject matter hereof, superseding any and all prior to
contemporaneous oral and prior written agreements and understandings. This
Agreement may not be modified or amended nor may any right be waived except by a
writing signed by the party against whom the modification or waiver is sought to
be enforced.
(c) The captions and headings contained herein are solely for
convenience of reference and do not constitute a part of this Agreement.
(d) Each of the Exhibits attached hereto is hereby incorporated herein
as if each of such Exhibits were fully set forth herein in its entirety. Each
of such Exhibits is hereby expressly made a part of this Agreement.
(e) The terms of the offering and of Shares may only be amended or
modified by the agreement of Investor.
(f) This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
[Signature Follows on Next Page]
IN WITNESS WHEREOF, intending to be legally bound, the parties hereto have
executed this Agreement as of the 1st day of August, 2002.
ENTELLIUM INVESTMENTS LTD.
Name:
Title:
ASIA PROPERTIES, INC.
Name:
Title: