The following additional attachments are attached to this Disclosure
Statement:
Attachment Description
No. 1 Subscription Agreement
SUBSCRIPTION AGREEMENT
Scientific Technologies, Inc.
(Company has since changed its name to Northstar Electronics, Inc.)
See Exhibits
SUBSCRIPTION AGREEMENT made as of this 25 day of June, 1999 between
Scientific Technologies, Inc., a Delaware corporation with an office
at 0000-000 Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
("the Company") and the undersigned ("the Subscriber").
WHEREAS:
A. The company desires to issue a maximum of 1,000,000 shares of common
stock of the Company at a price of $1.00 US per share ("the Offering")
pursuant to Regulation
S of the United States Securities Act of 1933 ("the Act").
B. The Subscriber desires to acquire the number of shares of the
Offering set forth on the
signature page here of ("the Shares") on the terms and subject to the
conditions of this
Subscription Agreement.
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants hereinafter set forth, the parties hereto do hereby agree as
follows:
1. SUBSCRIPTION FOR SHARES
1.1 Subject to the terms and conditions hereinafter set forth, the
Subscriber hereby subscribes for and agrees to purchase from the
Company such number of Shares as is set forth upon the signature
page hereof at a price equal to $1.00US per share. Upon execution,
the subscription by the Subscriber will be irrevocable.
1.2 The purchase price is payable by the Subscriber contemporaneously
with the execution and delivery of this Subscription Agreement.
1.3. Upon execution by the Company, the Company agrees to sell such
Shares to the Subscriber for said purchase price subject to the Company's
right to sell to the Subscriber such lesser number of Shares as it may,
in its sole discretion, deem necessary or desirable.
1.4 Any acceptance by the Company by the Subscriber is conditional upon
compliance with all securities laws and other applicable laws of the
jurisdiction in which the Subscribers resident. Each Subscriber will
deliver to the Company all other documentation, agreements,
representations and requisite government forms required by the
lawyers for the Company as required to comply with all securities
laws and other applicable laws of the jurisdiction of the subscriber.
The Company will not grant any registration or other qualification
rights to any Subscriber, other than the agreement of the Company to
register the shares with the United States Securities and Exchange
Commission ("the SEC") as set forth in Section 2 of this Agreement.
2. REGISTRATION STATEMENT
2.1 The company agrees that within a reasonable time of execution of
this Agreement by the Company that the Company will prepare and file a
registration statement with the SEC pursuant to the Act on a Form SB-1,
or other appropriate registration statement, as required to qualify the
resale of shares in the United States (the 'Registration Statement.')
The Company will use its best efforts to ensure effectiveness of the
Registration Statement within a reasonable period of time following
filing of the Registration Statement.
3. REGULATION S AGREEMENTS OF THE SUBSCRIBER
3.1 The Subscriber agrees only to resell the shares only in accordance
with the provisions of Regulation S of the act pursuant to registration
under the Act, or pursuant to an available exemption from registration
pursuant to the Act.
3.2 The Subscriber agrees not to engage in heading transactions with
regards to the shares unless in compliance with the Act.
3.3 The Subscriber acknowledges and agrees that all certificates
representing the Shares will be endorsed with the following legend in
accordance with Regulation S of the Act:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933(THE"ACT"), AND HAVE
BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED
UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE
OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE
WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE
REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT."
3.4 The Subscriber and the Company agree that the Company will refuse
to register any transfer of the Shares not made in accordance with the
provisions of regulation S of the Act, pursuant to registration under
the Act, or pursuant to an available exemption from registration.
4. REPRESENTATIONS AND WARRANTIES BY THE SUBSCRIBER
4.1 The Subscriber represents and warrants the Company and acknowledges
that the company is relying upon the Subscriber's representations and
warranties in agreeing to sell the Shares to the Subscriber.
(A) The Subscriber is not a "U.S. Person" as defined by Regulation S of
the Act and is not acquiring the Shares for the account or benefit of a
U.S. person. A U.S. Person is defined by Regulation S of the Act to be
any person who is:
(i) any natural person resident in the United States;
(ii) any partnership or corporation organized or incorporated under the
laws of the United States;
(iii) any estate of which any executor or administrator is a U.S. person;
(iv) any trust of which any trustee is a U.S. person;
(v) any agency or branch of a foreign entity located in the United States;
(vi) any non-discretionary account or similar account (other than an estate
or trust) held by a dealer or other fiduciary organized, incorporate, or
(if an individual) resident in the United States; and
(vii) any partnership or corporation if:
1. Organized or incorporated under the laws of any foreign jurisdiction; and
2. Formed by a U.S. person principally for the purpose of investing in
securities not registered under the Act, unless it is organized or
incorporated, and owned, by accredited investors {as defined in Section
230.501(a) of the Act} who are not natural persons, estates or trusts.
(B) The Subscriber recognizes that the purchase of Shares involves a high
degree of risk in that the Company has only recently commenced its proposed
business and may require sub- stantial funds in addition to the proceeds of
this private placement;
(C) an investment in the Company is highly speculative and only investors
who can afford the loss of their investment should consider investing in
the Company and the Shares;
(D) the Subscriber has been delivered the Company's disclosure statement and
its unaudited financial statements for the period ending December 31, 1998
and has had full opportunity to review the disclosure document and financial
statements with the Subscriber's legal and financial advisors prior to
execution of this Subscription Agreement;
(E) the Subscriber has such knowledge and experience in finance, securities,
investments, including investment in non-listed and non-registered securities,
and other business matters so as to be able to protect its interests in
connection with this transaction.
(F) the Subscriber acknowledges that a limited market for the Shares
presently exists and accordingly the Subscriber may not be able to liquidate
its investment.
(G) the Subscriber hereby acknowledges that this offering of Shares has not
been reviewed by the SEC and the Shares are being issued by the Company
pursuant to an exemption from
registration provided by Regulation S pursuant to the Act.
(H) the Subscriber is acquiring the Shares as principal for the Subscribers
own benefit;
(I) the Subscriber is not aware of any advertisement of the Shares;
(J) Subscriber is acquiring the Shares subscribed to hereunder as an
investment for Subscriber's own account, not as a nominee or agent, and
not with a view towards
the resale or distribution of any part thereof, and Subscriber has no present
intention of selling, granting any participation in, or otherwise distributing
the same;
(K) Subscriber 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;
(L) Subscriber has full power and authority to enter into this Agreement
which constitutes a valid and legally binding obligation, enforceable in
accordance with its terms;
(M) Subscriber can bear the economic risk of this investment, and was not
organized for the purpose of acquiring the Shares;
(N) The Subscriber has satisfied himself or herself as to the full
observance of the laws of his or her jurisdiction in connection with
any invitation to subscribe for the Shares and/or any use of this Agreement,
including (i) the legal requirements within his/her 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.
5. REPRESENTATIONS BY THE COMPANY
5.1 The Company represents and warrants to the Subscriber that:
(A) The Company is a corporation duly organized, existing and in good
standing under the laws of the State of Delaware and has the corporate
power to conduct the business which it conducts and proposes to conduct.
(B) Upon issue, the Shares will be duly and validly issued, fully-paid and
non-assessable common shares in the Capital of the Company.
6. TERMS OF SUBSCRIPTION
6.1 Pending acceptance of this subscription by the Company, all funds paid
hereunder shall be deposited by the Company and immediately available to the
Company for the purposes set forth in the disclosure statement. In the
event subscription is not accepted, the subscription funds, will constitute
a non-interest bearing demand loan of the Subscriber to the Company.
6.2 The Subscriber hereby authorizes and directs the Company to deliver the
Securities to be issued to such Subscriber pursuant to this Subscription
Agreement to the Subscriber's address indicated herein.
