SUBSCRIPTION AGREEMENT
Name of Investor
Xxxxx Xx, Chief Executive Officer
Bio Fil Inc.
000-000-0000
0000 X Xxxxx Xxx
Xxxxxxxxxx, XX 00000
Re: Bio Fil Inc 500,000 Shares of Common Stock (the ?Shares?)
Gentlemen:
1. Subscription. The undersigned hereby tenders this
subscription and applies to purchase the number of Shares in Bio
Fil Inc., a Colorado company (the ?Company?) indicated below,
pursuant to the terms of this Subscription Agreement. The
purchase price of each Share is Ten Dollars ($10.00) payable in
cash in full upon subscription. The undersigned further sets
forth statements upon which you may rely to determine the
suitability of the undersigned to purchase the Shares. The
undersigned understands that the Shares are being offered
pursuant to the Offering Circular filed with the Securities and
Exchange Commission and its exhibits (the ?Offering Circular?).
In connection with this subscription, the undersigned represents
and warrants that the personal, business and financial
information provided to the Company along with this Subscription
Agreement is complete and accurate, and presents a true
statement of the undersigned?s financial condition.
2. Representations and Understandings. The undersigned hereby
makes the following representations, warranties and agreements
and confirms the following understandings:
(i) The undersigned has received a copy of the Offering
Circular, has reviewed it carefully, and has had an opportunity
to question representatives of the Company and obtain such
additional information concerning the Company as the undersigned
requested. All questions of the undersigned have been
satisfactorily answered prior to making this investment.
(ii) The undersigned has sufficient experience in financial and
business matters to be capable of utilizing such information to
evaluate the merits and risks of the undersigned?s investment,
and to make an informed decision relating thereto; or the
undersigned has utilized the services of his, her or its
financial advisor or other investment representative and
together they have sufficient experience in financial and
business matters that they are capable of utilizing such
information to evaluate the merits and risks of the
undersigned?s investment, and to make an informed decision
relating thereto.
(iii) The undersigned has evaluated the risks of this investment
in the Company, including those risks particularly described in
the Offering Circular, and has determined that the investment is
suitable for him, her or it. The undersigned has adequate
financial resources for an investment of this character, and at
this time could bear a complete loss of his investment. The
undersigned understands that any projections or other forward-
looking statements that were made in the Offering Circular are
mere estimates and may not reflect the actual results of the
Company?s operations. The undersigned understands that the Use
of Proceeds made in the Offering Circular are estimates, are not
binding, and are subject to the Company?s discretion, and may
not reflect the actual use of proceeds by the Company of the
funds they receive from this offering and from your investment.
(iv) The undersigned understands that the Shares are not being
registered under the Securities Act of 1933, as amended (the
?1933 Act?) on the ground that the issuance thereof is exempt
under Regulation A of Section 3(b) of the 1933 Act, and that
reliance on such exemption is predicated in part on the truth
and accuracy of the undersigned?s representations and
warranties, and those of the other purchasers of Shares.
(v) The undersigned understands that the Shares are not being
registered under the securities laws of certain states on the
basis that the issuance thereof is exempt as an offer and sale
not involving a registrable public offering in such state, since
the Shares are ?covered securities? under the National
Securities Market Improvement Act of 1996. The undersigned
understands that reliance on such exemptions is predicated in
part on the truth and accuracy of the undersigned?s
representations and warranties and those of other purchasers of
Shares. The undersigned covenants not to sell, transfer or
otherwise dispose of a Share unless such Share has been
registered under the applicable state securities laws, or an
exemption from registration is available.
(vi) The amount of this investment by the undersigned does not
exceed 10% of the greater of the undersigned?s net worth, not
including the value of his/her primary residence, or his/her
annual income in the prior full calendar year, as calculated in
accordance with Rule 501 of Regulation D promulgated under
Section 4(a)(2) of the Securities Act of 1933, as amended,
unless the undersigned is an ?accredited investor,? as that term
is defined in Rule 501 of Regulation D promulgated under Section
4(a)(2) of the Securities Act of 1933, as amended, or is the
beneficiary of a fiduciary account, or, if the fiduciary of the
account or other party is the donor of funds used by the
fiduciary account to make this investment, then such donor, who
meets the requirements of net worth, annual income or criteria
for being an ?accredited investor.?
(vii) The undersigned has no need for any liquidity in his
investment and is able to bear the economic risk of his
investment for an indefinite period of time. The undersigned has
been advised and is aware that: (a) there is no public market
for the Shares and a public market for the Shares may not
develop; (b) it may not be possible to liquidate the investment
readily; and (c) the Shares have not been registered under the
Securities Act of 1933 and applicable state law and an exemption
from registration for resale may not be available.
(viii) All contacts and contracts between the undersigned and
the Company regarding the offer and sale to him of Shares have
been made within the state indicated below his signature on the
signature page of this Subscription Agreement and the
undersigned is a resident of such state.
(ix) The undersigned has relied solely upon the Offering
Circular and independent investigations made by him or her or
his or her representatives and advisors with respect to the
Shares subscribed for herein, and no oral or written
representations beyond the Offering Circular have been made to
the undersigned or relied upon by the undersigned by the
Company, its representatives or assigns, or any other person or
entity.
(x) The undersigned agrees not to transfer or assign this
subscription or any interest therein.
(xi) The undersigned hereby acknowledges and agrees that, except
as may be specifically provided herein, the undersigned is not
entitled to withdraw, terminate or revoke this subscription.
(xii) If the undersigned is a partnership, corporation, limited
liability company or trust, it has been duly formed, is validly
existing, has full power and authority to make this investment,
and has not been formed for the specific purpose of investing in
the Shares. This Subscription Agreement and all other documents
executed in connection with this subscription for Shares are
valid, binding and enforceable agreements of the undersigned.
(xiii) The undersigned meets any additional suitability
standards and/or financial requirements that may be required in
the jurisdiction in which he or she resides, or is purchasing in
a fiduciary capacity for a person or account meeting such
suitability standards and/or financial requirements, and is not
a minor.
3. Issuer-Directed Offering; No Underwriter. The undersigned
understands that the offering is being conducted by the Company
directly (issuer-directed) and the Company has not engaged a
selling agent such as an underwriter or placement agent.
4. Foreign Investors. If the undersigned is not a United States
person (as defined by Section 7701(a)(30) of the Internal
Revenue Code of 1986, as amended), the undersigned hereby
represents that he or she has satisfied himself or herself as to
the full observance of the laws of its jurisdiction in
connection with any invitation to subscribe for the Shares or
any use of this Subscription Agreement, including (i) the legal
requirements within its jurisdiction for the purchase of the
Shares, (ii) any foreign exchange restrictions applicable to
such purchase, (iii) any governmental or other consents that may
need to be obtained, and (iv) the income tax and other tax
consequences, if any, that may be relevant to the purchase,
holding, redemption, sale, or transfer of the Shares. The
undersigned?s subscription and payment for and continued
beneficial ownership of the Shares will not violate any
applicable securities or other laws of the the undersigned?s
jurisdiction.
5. Valuation. The undersigned acknowledges that the price of the
Shares was set arbitrarily by the Company and no warranties are
made as to value. The undersigned further acknowledges that
future offerings of securities by the Company may be made at
lower valuations, with the result that the undersigned?s
investment will bear a lower valuation.
6. Indemnification. The undersigned xxxxxx agrees to indemnify
and hold harmless the Company and all of its affiliates,
attorneys, accountants, employees, officers, directors, broker,
dealers, placement agents, Shareholders and other agents from
any liability, claims, costs, damages, losses or expenses
incurred or sustained by them as a result of the undersigned?s
representations and warranties herein. The undersigned hereby
further agrees that the provisions of Section 3 of this
Subscription Agreement will survive the sale, transfer or any
attempted sale or transfer of all or any portion of the Shares.
The undersigned hereby grants to the Company the right to setoff
against any amounts payable by the Company to the undersigned,
for whatever reason, of any and all damages, costs and expenses
(including, but not limited to, reasonable attorney?s fees)
which are incurred by the Company or any of its affiliates as a
result of matters for which the Company is indemnified pursuant
to Section 3 of this Subscription Agreement.
7. Taxpayer Identification Number/Backup Withholding
Certification. Unless a subscriber indicates to the contrary on
the Subscription Agreement, he, she or it will certify that his
taxpayer identification number is correct and, if not a
corporation, IRA, Xxxxx, or Qualified Trust (as to which there
would be no withholding), he is not subject to backup
withholding on interest or dividends. If the subscriber does not
provide a taxpayer identification number certified to be correct
or does not make the certification that the subscriber is not
subject to backup withholding, then the subscriber may be
subject to twenty-eight percent (28%) withholding on interest or
dividends paid to the holder of the Shares.
8. Governing Law. This Subscription Agreement will be governed
by and construed in accordance with the laws of the State of
Colorado. The venue for any legal action under this Agreement
will be in the proper forum in the County of Arapahoe, State of
Colorado.
9. Acknowledgement of Risks Factors. The undersigned has
carefully reviewed and thoroughly understands the risks
associated with an investment in the Shares as described in the
Offering Circular. The undersigned acknowledges that this
investment entails significant risks.
The undersigned has (have) executed this Subscription Agreement
on this _______ day of __________________, 20_____, at
___________________________________________.
SUBSCRIBER _____________________________________ .
Signature ___________________________________________________ .
(Print Name of Subscriber) _____________________________________
..
(Street Address) ____________________________________ .
__________________________________________________ .
(City, State and Zip Code)
_____________________________________
(Social Security or Tax Identification Number)
Number of Shares ____________
Dollar Amount of Shares (At $10.00 per Share)
__________________________________ .
SUBSCRIPTION ACCEPTED:
_____________________________________ DATE:
_____________________
Bio Fil Inc.
By: Xxxxx Xx
Chief Executive Officer
