Exhibit 99.1
SUBSCRIPTION AGREEMENT
ENERGY RIVER CORPORATION
X.X. XXX 00000
XXXXXXXXXX, XX 00000
Energy River Corporation, a Nevada Corporation ("ENERGY") is issuing units
consisting of common stock (the "UNITS").
1. SUBSCRIPTION. Subject to the terms and conditions hereof the undersigned
hereby irrevocably tenders this Subscription Agreement for Fifty Million
(42,000,000) Units, together with the payment in cash or by check of Twenty-Five
Thousand Dollars ($25,000). Tender of the above-mentioned funds, this Agreement
and other subscription documents (the Subscription Documents") shall be made by
delivery of them to ENERGY. The check should be made payable to REGENCY GROUP,
LTD.
2. RECEIPT OF MEMORANDUM. The undersigned acknowledges there is no
Memorandum with this agreement.
3. RIGHT OF COMPANY TO REJECT SUBSCRIPTION. The undersigned acknowledges
that Regency shall have the absolute right to accept or reject this
subscription.
4. REPRESENTATIONS AND WARRANTIES. The undersigned hereby makes the
following representations and warranties to ENERGY.
(A) (i) I have adequate means of providing for my current needs and
possible personal contingencies, and I have no need for liquidity with regard to
my investment in the Units; and (ii) I have a net worth sufficient to bear the
risk of losing my entire investment in the Units; and (iii) I have, alone or
together with my Purchaser Representative (as hereinafter defined), such
knowledge and experience in financial and business matters that I am capable of
evaluating the relative risks and merits of this investment; and (iv) I do not
have an overall commitment to non-readily marketable investments which is
disproportionate to my net worth and the investment subscribed for herein will
not cause such overall commitment to become excessive; and (v) I am an
ACCREDITED INVESTOR. (Please indicate by placing an "X" in the spaces provided
below which category applies)
____ (a) A director of executive officer of the issuer;
____ (b) A natural person whose individual net worth, or joint net
worth, with that person's spouse, at the time of his purchase
exceeds $ 1,000,000;
____ (c) A natural person who had an individual income in excess of
$ 200,000 in each of the two most recent years or joint income
with that person's spouse in excess of $ 300,000 in each of
those years, and who reasonably expects in excess of that
level in the current year;
____ (d) A bank as defined in Section 3(a)(2) of the Securities Act
of 1933, or savings and loan association or other institution
specified in Section 3(a)(5)(A) of the Act whether acting in
its' individual or fiduciary capacity; and broker or dealer
registered pursuant to Section 15 of the Securities Exchange
Act of 1934; an insurance company as defined in Section 2(13)
of the Securities Act of 1933; and investment Company
registered under the Investment Partnership Act of 1940; or a
business development company as defined in Section 2(a)(48) of
that Act; a small business investment Company licensed by the
U.S. Small Business Adminis- tration Act of 1958; an employee
benefit plan within the meaning of Title 1 of the Employee
Retirement Income Security Act of 1974, if the investment
decision is made by a plan fiduciary, as defined in Section
3(21) of such Act, which is a savings and loan association, 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;
____ (e) A private business development company as defined in
Section 202(a)(22) of the Investment Advisors Act of 1940;
____ (f) An organization described in Section 501(c)(3) of the
Internal Revenue Code, corporation, Massachusetts or similar
business trust, or partnership, not formed for the specific
purpose of acquiring the securities offered with total assets
in excess of $ 5,000,000;
____ (g) A trust, with total assets in excess of $ 5,000,000, no
formed for the specific purpose of acquiring the securities
offered, whose purchase is directed by a sophisticated person
as described in Section 230.506(b)(2)(iii); or
____ (h) An entity in which all of the equity owners are accredited
investors.
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(B) The address set forth below is my true and correct residence, and
I have no present intention of becoming a resident of any other state or
jurisdiction.
(C) I acknowledge that if a "Purchaser Representative" (which shall
have the same meaning as defined in Rule 501 of Regulation D promulgated
pursuant to the Securities Act of 1933) has been utilized by me: (i) I have
completed and executed the Purchaser Representative Form contained in the
Purchaser Questionnaire; (ii) I have been advised by my Purchaser Representative
as to the merits and risks of the investment and the suitability of the
investment for me; and (iii) my Purchase Representative has confirmed to me in
writing any past, present or future material relationship, actual or
contemplated, between the Purchaser Representative and ENERGY or any Affiliate
(as defined in Rule 405 promulgated pursuant to the Securities Act of 1933)
thereof.
(D) I have received and read, or reviewed with my Purchaser
Representative, if any, and am familiar with this Subscription Agreement, and I
confirm that all documents, records and books pertaining to ENERGY and requested
by me or my Purchaser Representative have been made available to me and/or to my
Purchaser Representative.
(E) The undersigned and/or my Purchaser Representative have had an
opportunity to ask questions of and receive answers from ENERGY, or a person or
persons acting on its' behalf, concerning the terms and conditions of this
investment.
(F) I understand that the Units and the common stock of ENERGY have
not been registered under the Securities Act of 1933 or any state securities
acts, in reliance on one or more exemptions from registration under the
Securities Act of 1933 or under such state acts, and I further understand that I
am purchasing the Units without being furnished any offering literature.
(G) The Units for which I hereby subscribe are being acquired solely
for my own account, for investment, and are not being purchased with a view to
or for the resale, distribution, subdivision or fractionalization thereof; I
have no present plans to enter into any such contract, undertaking, agreement or
arrangement. In order to induce ENERGY to issue and sell the Units subscribed
for hereby to me, it is agreed that ENERGY will have no obligation to recognize
the ownership, beneficial or otherwise, of such Units by anyone but me.
(H) I have received, completed and returned the Purchaser
Questionnaire relating to my general ability to bear the risk of an investment
in the ENERGY Units and my suitability as an investor, and I hereby affirm the
correctness of my answers in such Questionnaire.
(I) The person, if any, executing the Purchaser Representative
Questionnaire, a copy of which has been received by me, is acting and is hereby
designated to act as my Purchaser Representative in connection with the offer or
sale of the Units to me. This designation was made with the knowledge of the
representations and disclosures made in such Purchaser Representative
Questionnaire and materials.
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(J) I acknowledge and am aware of the following:
(i) That the Units are speculative investments that involve a
high degree of risk of loss by me of my entire investment.
(ii) There are substantial restrictions on the transferability of
the Units, will not be, and investors have no right to require
that the Units and common stock be registered under the
Securities Act of 1933; there will be no public market for the
Units; I will not be able to avail myself of the provisions of
Rule 144 adopted by the Securities and Exchange Commission under
the Securities Act of 1933 until I have held the common stock for
at least one year and that it may not be possible for me to
liquidate my investment.
(K) I am a resident of the State of Arizona.
The foregoing representations and warranties are true and accurate as
of the date hereof and shall be true and accurate as of the date of delivery of
the funds to ENERGY and shall survive such delivery. If in any respect such
representations and warranties shall not be true and accurate prior to delivery
of the funds, I shall give written notice of such fact to ENERGY and to my
Purchaser Representative, if any, specifying which representations and
warranties are not true and accurate and the reasons therefore.
(L) The undersigned has had an opportunity to ask questions of and
receive satisfactory answers from ENERGY, or any person or persons acting on
behalf of ENERGY, concerning the terms and conditions of this investment, and
all such questions have been answered to the full satisfaction of the
undersigned.
(M) The undersigned has received no representations or warranties
other than any from ENERGY or its' employees or agents, and in making his
investment decision, he, or she is relying solely on the information from
investigations made by him, or her, or (if acceptable) his, or her, Purchaser
Representative.
5. INDEMNIFICATION. I acknowledge that I understand the meaning and legal
consequences of the representations and warranties contained in Section 4
hereof, and I hereby agree to indemnify and hold harmless ENERGY and its'
employees, officers, and directors, from and against any and all loss, damage or
liability due to or arising out of a breach of any representation or warranty
made by me in this investment.
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6. TITLE. I desire to take title to my Units as follows:
____ (a) Individually, as a single person;
____ (b) Husband and Wife, as community property;
____ (c) Joint Tenants;
____ (d) Tenants in Common;
____ (e) Separate property;
____ (f) As custodian of, under the Uniform Gifts to Minors Act;
_X_ (g) Other, e.g. corporate, company, custodian, trustee, etc.
*** Indicate an exact name and present address on Subscription
Page (last page) ***
7. NO WAIVER. Notwithstanding any of the representations, warranties,
acknowledgments or agreements made herein by the undersigned, the undersigned
does not hereby or in any other manner waive any rights granted to him under the
federal state securities laws.
8. TRANSFERABILITY. The undersigned shall not transfer or assign this
agreement or any of his, or her, interests herein, and shall not assign or
transfer the Units.
9. REVOCATION. The undersigned shall not cancel, terminate or revoke this
Agreement or any agreement of the undersigned made hereunder. This agreement
shall survive the death or disability of the undersigned except as provided
below.
10. MISCELLANEOUS.
(A) All notices or other communications given or made hereunder shall
be in writing and shall be delivered or mailed by registered or certified mail,
return receipt requested, postage prepaid, to the undersigned at the address set
forth below and to ENERGY.
(B) Notwithstanding the place where this Agreement is executed by any
of the parties hereto, the parties expressly agree that all of the terms and
provisions hereof shall be construed in accordance with and governed by the laws
of the State of Nevada.
(C) This agreement constitutes the entire agreement between the
parties hereto with respect to the subject matter hereof, and may be amended
only by a writing executed by all parties hereto.
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SUBSCRIPTION PAGE
ENERGY RIVER CORPORATION
The undersigned agrees to purchase Units of Investment consisting of one
(1) shares of the common restricted 144 shares of Energy River Corporation,
(also known as Regency Group Ltd.). If the subscription, stated below, is
accepted by ENERGY the undersigned hereby executes and agrees to all the terms
of the offering and hereby agrees to fill out the Subscription Agreement as
attached.
MAKE ALL CHECKS PAYABLE TO: "REGENCY GROUP, LTD."
DELIVER TO: 0000 X. Xxx Xxxxxxx Xxxxx, Xxxxxxxxxx, XX 00000
Purchaser: Corporate Communications Network, Inc. Subscription: 42,000,000 Units
/s/ Xxxxxx Xxxx
(Signature or Title, if any) Tax Year Ends: 2003
Date: February 20, 2003 Tax ID or SSN #: 00-0000000
Mailing Address: Residence Address:
0000 X. 0xx Xxx., Xxxxx #0 0000 X. 0xx Xxx., Xxxxx #0
Xxxxxxxxxx, XX 00000 Xxxxxxxxxx, XX 00000
Telephone Number: 000 000-0000 Telephone Number: 000 000-0000
Accepted this 20 day of February, 2003
ENERGY RIVER CORPORATION.
BY: /s/ Xxxxx Xxxxx
THE UNITS SUBSCRIBED FOR HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION AND MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR
AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH A REGISTRATION IS NOT
REQUIRED.
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Memorandum # Prospective Investor
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