Exhibit 8.1
GUARDIAN BIOTECHNOLOGIES INC.
SUBSCRIPTION AGREEMENT
SUBSCRIPTION AGREEMENT made as of this ______ day of _________, 200_, between
GUARDIAN BIOTECHNOLOGIES INC., a Canada corporation (the "Company"), and the
undersigned subscriber (the "Subscriber").
RECITAL
The Company desires to obtain financing by selling _________ shares of common
stock (the "Shares") on the terms described in the current Prospectus for
Guardian Biotechnologies Inc., as supplemented or amended from time to time. The
Subscriber desires to purchase that number of Shares set forth on the signature
page hereof.
NOW THEREFORE, for and in consideration of the promises and the mutual
covenants hereinafter set forth, the parties hereto do hereby agree as follows,
including the Recital:
1. SUBSCRIPTION FOR SHARES AND REPRESENTATIONS BY THE SUBSCRIBER
1.1 Subject to the terms and conditions hereinafter set forth and described
in the current Prospectus for Guardian Biotechnologies Inc., the Subscriber
subscribes for and agrees to purchase the number of Shares for the purchase
price set forth upon the signature page hereof, and the Company agrees to sell
such Shares to the Subscriber at a purchase price equal to such amount.
1.2 The Subscriber recognizes that the purchase of Shares involves a high
degree of risk and is suitable only for persons of adequate financial means who
have no need for liquidity in this investment in that (i) he/she may not be able
to liquidate his or her investment in the event of an emergency; (ii)
transferability is extremely limited; and (iii) he/she could sustain a complete
loss of his or her entire investment.
1.3 The Subscriber represents that (i) he/she is competent to understand and
does understand the nature of the investment; and (ii) he/she is able to bear
the economic risk of this investment.
1.4 Please check the appropriate space:
____ The Subscriber represents that he/she is an "accredited investor". The
definition of an "accredited investor" includes the following:
(a) a Canadian financial institution, or an authorized foreign bank listed in
Schedule III of the Bank Act (Canada),
(b) the Business Development Bank of Canada incorporated under the Business
Development Bank of Canada Act (Canada),
(c) an association under the Cooperative Credit Associations Act (Canada)
located in Canada,
(d) a subsidiary of any person or company referred to in paragraphs (a) to (c),
if the person or company owns all of the voting securities of the subsidiary,
except the voting securities required by law to be owned by directors of that
subsidiary,
(e) a person or company registered under the securities legislation, or under
the securities legislation of another jurisdiction of Canada, as an adviser or
dealer, other than a limited market dealer registered under the Securities Act
(Ontario),
(f) an individual registered or formerly registered under the securities
legislation, or under the securities legislation of another jurisdiction of
Canada, as a representative of a person or company referred to in paragraph (e),
(g) the government of Canada or a province, or any crown corporation or agency
of the government of Canada or a province,
(h) a municipality, public board or commission in Canada,
(i) any national, federal, state, provincial, territorial or municipal
government of or in any foreign jurisdiction, or any agency of that government,
(j) a pension fund that is regulated by either the Office of the Superintendent
of Financial Institutions (Canada) or a provincial pension commission or similar
regulatory authority,
(k) a registered charity under the Income Tax Act (Canada),
(l) an individual who, either alone or jointly with a spouse, beneficially owns,
directly or indirectly, financial assets having an aggregate realizable value
that before taxes, but net of any related liabilities, exceeds $1,000,000,
(m) an individual whose net income before taxes exceeded $200,000 in each of the
two most recent years or whose net income before taxes combined with that of a
spouse exceeded $300,000 in each of the two most recent years and who, in either
case, reasonably expects to exceed that net income level in the current year,
(n) a corporation, limited partnership, limited liability partnership, trust or
estate, other than a mutual fund or non-redeemable investment fund, that had net
assets of at least $5,000,000 as shown on its most recently prepared financial
statements,
(o) a mutual fund or non-redeemable investment fund that, in the local
jurisdiction, distributes its securities only to persons or companies that are
accredited investors,
(p) a mutual fund or non-redeemable investment fund that, in the local
jurisdiction, distributes its securities under a prospectus for which the
regulator has issued a receipt,
(q) an entity organized in a foreign jurisdiction that is analogous to any of
the entities referred to in paragraphs (a) through (e) and paragraph (j) in form
and function, or
(r) a person or company in respect of which all of the owners of interests,
direct or indirect, legal or beneficial, are persons or companies that are
accredited investors;
____ Family, friends and business associates to the Company.
____ The Subscriber represents that he/she is not a resident of Canada or
the United States.
1.5 The Subscriber acknowledges that he/she has significant prior investment
experience, including investment in non-listed and non-registered securities and
that he/she recognizes the highly speculative nature of this investment.
1.6 The Subscriber hereby represents that he/she has been furnished by the
Company and by his or her representatives during the course of this transaction
with all information regarding the Company which he/she had requested or desired
to know; that all other documents which could be reasonably provided have been
made available for his or her inspection and review; and that he/she has been
afforded the opportunity to ask questions of and receive answers from duly
authorized officers or other representatives of the Company concerning the
Company and the terms and conditions of this offering. The subscriber also
acknowledges that he/she has been directed to the Company's SEC EDGAR site and
has had the filings therein available to him or her prior to entering into this
subscription agreement.
1.7 The Subscriber agrees that the Company may, if it desires, permit the
transfer of the Securities by the Subscriber out of his or her name only when
his or her request for transfer is accompanied by an opinion of counsel
reasonably satisfactory to the Company that the proposed sale, transfer or
disposition does not result in a violation of the Act or any applicable state or
province "blue sky" laws (collectively, "Securities Laws"). The Subscriber
agrees to hold the Company and its directors, officers and controlling persons
and their respective heirs, representatives, successors and assigns harmless and
to indemnify them against all liabilities, costs and expenses incurred by them
as a result of any sale, transfer or other disposition of the Securities by the
undersigned Subscriber in violation of any Securities Laws or any
misrepresentation herein.
1.8 The Subscriber acknowledges and agrees that the Company is relying on
the Subscriber's representations contained in this Agreement in determining
whether to accept this subscription. The Subscriber agrees that the Company
reserves the unrestricted right to reject or limit any subscription and to close
the offer at any time.
1.9 The Subscriber represents and warrants that all representations made by
the Subscriber hereunder are true and correct in all material respects as of the
date of execution hereof, and Subscriber further agrees that until the closing
on the Shares subscribed for he/she shall inform the Company immediately of any
changes in any of the representations provided by the Subscriber hereunder.
2. TERMS OF OFFERING
2.1 The subscription period will begin as of __________, 200_ and will
terminate upon the date decided by the Company in its prospectus (the "Offering
Expiration Date").
2.2 All funds paid hereunder in settlement of the subscription shall be
immediately available to the Company.
2.3 The Subscriber agrees to purchase the number of Shares from the Company
set forth upon the signature page hereof.
2.4 Closings on investor subscriptions shall be held as soon as practicable
following the Company's acceptance hereof.
3. MISCELLANEOUS
3.1 Any notice or other communication given hereunder shall be deemed
sufficient if in writing and sent by registered or certified mail, return
receipt requested, addressed to the Company at IPW, 110 Gymnasium Place,
SASKATOON, SASKATCHEWAN, CANADA S7N 0W9, Attention: President, and to the
Subscriber at his address indicated on the last page of this Agreement. Notices
shall be deemed to have been given on the date of mailing, except notices of
change of address, which shall be deemed to have been given when received.
3.2 This Agreement shall not be changed, modified, or amended except by a
writing signed by the parties to be charged, and this Agreement may not be
discharged except by performance in accordance with its terms or by a writing
signed by the party to be charged. The respective representations, warranties
and covenants of the parties set forth in this Agreement shall survive delivery
of and payment for the Shares contemplated hereunder.
3.3 This Agreement shall be binding upon and inure to the benefit of the
parties hereto and to their respective heirs, legal representatives, successors
and assigns. This Agreement sets forth the entire agreement and understanding
between the parties as to the subject matter hereof and merges and supersedes
all prior discussions, agreements and understandings of any and every nature
among them.
3.4 This Agreement and its validity, construction and performance shall be
governed in all respects by the laws of the Canada, without giving effect to the
choice of law rules thereof.
3.5 This Agreement may be executed in counterparts. Upon the execution and
delivery of this Agreement by the Subscriber, this Agreement shall become a
binding obligation of the Subscriber with respect to the purchase of Shares as
herein provided.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first written above.
GUARDIAN BIOTECHNOLOGIES INC.
Date of Execution
By: _________________________________
Its _________________________________
TO BE COMPLETED BY INDIVIDUAL TO BE COMPLETED BY CORPORATE,
SUBSCRIBERS PARTNERSHIP OR TRUST
SUBSCRIBER
Name of Subscriber(s) Name of Subscriber
[Please print] [Please print]
By:
Signature of Subscriber(s) Authorized Signatory
Address of Subscriber Name and Title of Authorized Signature
[Please print]
Number of Shares Subscribed For at Number of Shares Subscribed For at
$0.10 per Share $0.10 per Share
Total Purchase Price Total Purchase Price
Date of Execution Date of Execution
GUARDIAN BIOTECHNOLOGIES INC. Subscription form