SUBSCRIPTION AGREEMENT (for completion by non-United States residents) NATURE’S CALL BRANDS INC. Oak Brooks, Illinois 60523 Tel: (630) 574-0226
(for
completion by non-United States residents)
NATURE’S
CALL BRANDS INC.
0000
Xxxxxxxxxxx Xx., Xxx 000X
Xxx
Xxxxxx, Xxxxxxxx 00000
Tel:
(000) 000-0000
1.
Subscription. The undersigned
(the "Purchaser") hereby irrevocably subscribes for and agrees to purchase the
number of shares of common stock in the capital of Nature’s Call Brands Inc.
(the “Company”), a Nevada company, disclosed on page 5 of this Agreement at a
price of US$0.010 per
share for the aggregate price disclosed on page 5 of this Agreement (U.S.
dollars) (the "Funds"). Together with this Subscription Agreement,
the Purchaser is delivering to the Company the full amount of the purchase price
for the Shares in respect of which it is subscribing.
2.
Terms. The
Company is offering a minimum of 3,000,000 and up to a maximum of 30,000,000
shares of common stock (the “Offering”). Funds from this Offering will be placed
in a separate, non-interest bearing bank account. This account is not an escrow,
trust or similar account. The Company will hold the Funds in this account until
the Company receives a minimum of $30,000, at which time the Funds will be
appropriated by transferring to the Company’s current bank account. Any Funds
received by the Company thereafter will be immediately available for the Company
use.
If the
Company does not receive the minimum amount of $30,000 within 180 days of the
effective date of the Company Prospectus, or within an additional 90 days, if
the Company extends the offering period, all Funds will be promptly returned to
the Purchasers acquiring shares in this Offering without a deduction of any
kind. During the 180 day period and possible additional 90 day period, no funds
will be returned to the Purchasers acquiring shares in this Offering. The
Purchasers acquiring shares in this Offering will only receive a refund of
the Funds if the Company does not raise a minimum of $30,000 within
the 180 day period referred to above, which could be expanded by an additional
90 days at the Company’s discretion for a total of 270 days.
Officers,
Directors, affiliates or anyone involved in marketing of the Company shares will
not be allowed to purchase shares in the Offering. The Purchaser will not
have the right to withdraw the subscription funds advanced to the Company during
the Offering period of up to 270 days. The Purchaser will only have the right to
have the funds returned if the Company does not raise the minimum amount of the
Offering, or if there is a material change in the terms of the Offering. The
following are material changes that would entitle the Purchaser to a refund of
the Funds:
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a
change in the offering price;
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a
change in the minimum sales
requirement;
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a
change in the amount of proceeds necessary to release the funds held in
the separate bank account;
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a
change to allow sales to affiliates in order to meet the minimum sales
requirement; and
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an
extension of the offering period beyond 270
days.
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If any of
the above material changes occur, a new offering may be made by means of a
post-effective amendment.
2.
Representation and Warranties
of the Purchaser: In order to induce the Company to accept
this subscription, the Purchaser hereby represents and warrants to, and
covenants with, the Company as follows:
A. The
Purchaser is purchasing the Shares for the Purchaser’s own account (not as a
nominee or agent) for investment purposes and not with a view towards resale or
distribution of any part thereof. The Purchaser has no present
arrangement or intention to sell or distribute the Shares, or to grant
participation in the Shares. The Purchaser does not have any
contract, undertaking, agreement or arrangement with any person to sell,
transfer or grant participation to such person, or to any third person, with
respect to any of the Shares sold hereby;
B.
The
Purchaser has had the opportunity to review the Company’s Prospectus dated ___,
____________, 20___ as filed with the U.S. Securities and Exchange Commission,
and asked and received answers to any and all questions the Purchaser had with
respect to the Company, its Business Plan, Management and current financial
condition. The Purchaser acknowledges that the Company is newly
organized, have limited operating history, will likely require additional
capital to complete its business plan and that there is no assurance that the
Company can obtain additional capital or successfully complete its Business
Plan;
C.
The Purchaser is an accredited investor and
has such knowledge and expertise in financial and business matters that the
Purchaser is capable of evaluating the merits and risks involved in an
investment in the Shares and acknowledges that an investment in the Shares
entails a number of very significant risks and the Purchaser is able to
withstand the total loss of its investment. The Purchaser
acknowledges that the Company has recommended that each Purchaser obtain
independent legal and financial advice prior to subscribing, including but not
limited to advice as to the legality of any resale of the Shares, as well as the
suitability of the investment for the Purchaser;
D.
Except as
set forth in this Agreement, no representations or warranties have been made to
the Purchaser by the Company or any agent, employee or affiliate of the Company
and in entering into this transaction the Purchaser is not relying upon any
information, other than that contained in the Company’s Prospectus filed with
the Securities and Exchange Commission on _____, ____________, 20___ and this
Agreement and the result of independent investigation by the
Purchaser;
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E.
The Purchaser has full power and authority to execute and
deliver this Agreement and to perform its obligations hereunder, and this
Agreement is a legally binding obligation of the Purchaser enforceable against
the Purchaser in accordance with its terms;
F.
This subscription for the Shares has not been induced by any
representations or warranties by any person whatsoever with regard to the future
value of the Company's securities;
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G.
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The
Purchaser agrees not to engage in hedging transactions with regard to the
Shares unless in compliance with the
Act;
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3.
Representations of the
Company: The Company represents and warrants to the Purchaser
that:
A. The
Company is duly incorporated under the laws of the State of Nevada and is in
good standing in accordance with all applicable federal and state
laws;
B. The
execution, delivery and performance of this Agreement by the Company and the
performance of its obligations hereunder do not and will not constitute a breach
or violation of any of the terms and provisions of, or constitute a default
under or conflict with or violate any provisions of (i) the Company’s Articles
of Incorporation or By-laws, (ii) any indenture, mortgage, deed of trust,
agreement or any instrument to which the Company is a party or by which it or
any of its property is bound, (iii) any applicable statute or regulation, or
(iv) any judgment, decree or order of any court or government body having
jurisdiction over the Company or any of its property;
C. The
execution, delivery and performance of this Agreement and the consummation of
the issuance of the Shares and the transactions contemplated by this Agreement
are within the Company’s corporate powers and have been duly authorized by all
necessary corporate and stockholder action on behalf of the
Company;
D. There
is no action, suit or proceeding before or by any court or governmental agency
or body, domestic or foreign, now pending or, to the knowledge of the Company,
threatened against or affecting the Company or any of its properties, which
might result in any material adverse change in the condition (financial or
otherwise) or in the earnings, business affairs or business prospects of the
Company, or which might materially and adversely affect the properties or assets
thereof;
E. The
Company is not in default in the performance or observance of any material
obligation agreement, covenant or condition contained in any material indenture,
mortgage, deed of trust or other material instrument or agreement to which it is
a party or by which it or its property may be bound; and neither the execution,
nor the delivery by the Company, nor the performance by the Company of its
obligations under this Agreement will conflict with or result in the breach or
violation of any of the terms or provisions of, or constitute a default or
result in the creation or imposition of a lien or charge on any assets or
properties of the Company under any material deed of trust or other material
agreement or instrument to which the Company is party or by which it is bound or
any statute or the Articles of Incorporation or By-laws of the Company, or any
decree, judgment, order, ruling or regulation of any court or government agency
or body having jurisdiction over the Company or its properties;
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F. There
is no fact known to the Company (other than general economic conditions known to
the public generally) that has not been disclosed in writing to the Purchaser
that (i) could reasonably be expected to have a material adverse effect on the
condition (financial or otherwise) or on the earnings, business affairs,
business prospects, properties or assets of the Company, or (ii) could
reasonably be expected to materially and adversely affect the ability of the
Company to perform its obligations pursuant to this Agreement.
4. Non-Binding
Until Accepted: The Purchaser understands that this subscription is not
binding upon the Company until the Company accepts it, which acceptance is at
the sole discretion of the Company and is to be evidenced by the Company’s
execution of this Agreement where indicated. The funds
advanced by the Purchaser cannot be used by the Company until the Company has
accepted the subscription, executed this Agreement and the minimum amount of
$30,000 will be raised from all purchasers collectively within 270 days of the
effective date of the Company’s
Prospectus.
5. Non-Assignability: Neither
this Agreement nor any of the rights of the Purchaser hereunder may be
transferred or assigned by the Purchaser.
6. Modification/Entire Agreement:
This Agreement (i) may only be modified by a written instruction executed
by the Purchaser and the Company; (ii) sets forth the entire agreement of the
Purchaser and the Company with respect to the subject matter hereof; and (iii)
shall enure to the heirs, legal representatives, successors and permitted
assigns.
7. Governing Law: This
Agreement will be construed and enforced in accordance with and governed by the
laws of the State of Nevada.
8. Notices: All
Notices or other communication hereunder shall be in writing and shall be deemed
to have been duly given if delivered personally (including courier service) or
mailed by certified or registered mail, return receipt requested, postage
prepaid.
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IN WITNESS WHEREOF the
Purchaser has executed this Securities Subscription Agreement on the date set
forth below.
The
Subscriber hereby offers to subscribe for ________ Shares on the terms and
conditions of this Agreement and agrees to pay the Funds and delivers herewith a
certified check, money order or bank draft in the sum of $ ____________(U.S.)
made payable to the Company.
DATED: _________________________
(sign
below if Subscriber is an individual)
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SIGNED,
SEALED AND DELIVERED
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by
the Subscriber in the presence of:
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Signature
of the Subscriber
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Name of Subscriber
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Residential
Address of Subscriber
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(sign
below if Subscriber is a corporation)
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EXECUTED
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in
the presence of:
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per:
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Authorized
Signatory
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Witness
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Acceptance by the
Company
This
Agreement is accepted by the Company as of the ____ day of _________,
____.
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NATURE’S
CALL BRANDS INC.
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per:
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Authorized
Signatory
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