SUBSCRIPTION AGREEMENT
Houston American Energy Corp.
000 Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Re: Offering of Shares of Houston American Energy Corp.
Gentlemen:
1. Subscription. The undersigned hereby applies to purchase the number
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of shares of the common stock of Houston American Energy Corp., a Delaware
corporation (the "Company"), par value of $0.001 per share (the "Shares")
indicated below in accordance with the terms of this Subscription Agreement and
the private placement of the Shares (the "Offering"). The undersigned has
received copies of all information desired by him with respect to the Offering.
The Shares are being offered by the Company.
Subject to the terms and conditions of this Subscription Agreement, the
undersigned hereby irrevocably offers to purchase ________ Shares, at a purchase
price of $____ per Share, and therefore tenders to the Company a check payable
to "Houston American Energy Corp." in the amount of $___________ for such
Shares. It is understood that the cash contribution tendered is irrevocable by
the undersigned, may be deposited for collection, and will be immediately
available for use by the Company.
2. Representations and Warranties of the Investor. The undersigned
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investor represents and warrants as follows:
(a) The undersigned has received information, and has carefully
reviewed such information and has relied on the disclosures contained therein,
information otherwise provided to him in writing by the Company, or information
from books and records of the Company. The undersigned understands that all
documents, records and books pertaining to this investment have been made
available for inspection by him, his attorney and/or his accountant and/or his
"Purchaser Representative" as defined in Regulation D promulgated under the
Securities Act of 1933, as amended (the "Securities Act"), and that the books
and records of the Company will be available, upon reasonable notice, for
inspection by investors during reasonable business hours at the Company's
principal place of business. The undersigned and/or his advisers have had a
reasonable opportunity to ask questions of and receive answers from the Company,
or a person or persons acting on its behalf, concerning the Offering of the
Shares, and all such questions have been answered to the full satisfaction of
the undersigned. No oral representations have been made and, to the extent oral
information has been furnished to the undersigned or his advisers in connection
with the Offering of the Shares, such information was consistent with all
written information furnished.
(b) The undersigned (i) has adequate means of providing for his
current needs and possible personal contingencies, (ii) has no need for
liquidity in this investment, (iii) is able to bear the economic risks of an
investment in the Shares for an indefinite period, and (iv) at the present time,
could afford a complete loss of a portion of such investment.
(c) The undersigned recognizes that the Company has a limited
financial and operating history and no history of profitable operations, and
that the Shares as an investment involve special risks, including those
disclosed to the undersigned by the Company.
(d) The undersigned understands that the Shares have not been nor
will be registered under the Securities Act or the securities laws of any state,
in reliance upon an exemption therefrom for non-public offerings. The
undersigned understands that the Shares must be held indefinitely unless they
are subsequently registered, or an exemption from such registration is
available. The undersigned further understands that the Company is under no
obligation to register the Shares on his behalf or to assist him in complying
with any exemption from registration.
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(e) The Shares are being purchased solely for his own account for
investment and not for the account of any other person and not for distribution,
assignment, or resale to others and no other person has a direct or indirect
beneficial interest in the Shares. The undersigned or his advisers have such
knowledge and experience in financial, tax, and business matters to enable him
to utilize the information made available to him in connection with the Offering
of the Shares to evaluate the merits and risks of the prospective investment and
to make an informed investment decision with respect thereto.
(f) The undersigned, if a corporation, partnership, trust, or
other entity, is authorized and otherwise duly qualified to purchase and hold
the Shares.
(g) All information which the undersigned has provided to the
Company concerning himself, his financial position, and his knowledge of
financial and business matters, or, in the case of a corporation, partnership,
trust or other entity, the knowledge of financial and business matters of the
person making the investment decision on behalf of such entity, is correct and
complete as of the date set forth at the end hereof, and if there should be any
adverse change in such information prior to his subscription being accepted, he
will immediately provide the Company with such information.
(h) The undersigned understands and agrees that the following
restrictions and limitations are applicable to his purchase and his resales,
hypothecations or other transfers of the Shares pursuant to Regulation D under
the Securities Act:
(i) The undersigned agrees that the Shares shall not be sold,
pledged, hypothecated or otherwise transferred unless the Shares are registered
under the Securities Act, and the securities laws of any state or are exempt
therefrom;
(ii) A legend in substantially the following form has been or
will be placed on any certificate(s) or other document(s) evidencing the Shares:
THE SECURITIES REPRESENTED BY THIS INSTRUMENT OR DOCUMENT HAVE BEEN
ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAW OF ANY
STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD,
PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT UPON DELIVERY TO
THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO
THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE
COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION
OF THE SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAW OF ANY
STATE, OR ANY RULE OR REGULATION PROMULGATED THEREUNDER.
(iii) Stop transfer instructions to the transfer agent of the
Shares have been or will be placed with respect to the Shares so as to restrict
the resale, pledge, hypothecation or other transfer thereof, subject to the
further items hereof, including the provisions of the legend set forth in
subparagraph (ii) above; and
(iv) The legend and stop transfer instructions described in
subparagraphs (ii) and (iii) above will be placed with respect to any new
certificate(s) or other document(s) issued upon presentment by the undersigned
of certificate(s) or other document(s) for transfer.
(i) The undersigned understands that neither the Securities and
Exchange Commission nor the securities commission of any state has made any
finding or determination relating to the fairness for public investment in the
Shares and that the Securities and Exchange Commission as well as the securities
commission of any state will not recommend or endorse any offering of
securities.
(j) The undersigned acknowledges and is aware that it never has
been represented, guaranteed, or warranted to him by the Company, its directors,
officers, agents or employees, or any other person, expressly or by implication,
as to any of the following:
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(i) The approximate or exact length of time that he will be
required to remain as an owner of his Shares;
(ii) The percentage of profit and/or amount of or type of
consideration, profit or loss to be realized, if any, as a result of this
investment; or
(iii) That the limited past performance or experience on the
part of the Company, or any future projections will in any way indicate the
predictable results of the ownership of the Shares or of the overall financial
performance of the Company.
(k) The undersigned acknowledges that ____________________________
(complete if applicable) has acted as his "Purchaser Representative" as defined
in Regulation D promulgated under the Securities Act, and (i) that he can bear
the economic risk of this investment; (ii) he has relied upon the advice of such
Purchaser Representative as to the merits of an investment in the Company and
the suitability of such investment for the undersigned; and (iii) such Purchaser
Representative has confirmed to him, in writing, any past, present or future
material relationship, actual or contemplated, between such Purchaser
Representative or its Affiliates and the Company, or its Affiliates.
(l) The undersigned acknowledges that the Company has made
available to him or his Purchaser Representative, if any, or other personal
advisers the opportunity to obtain additional information to verify the accuracy
of the information furnished to him and to evaluate the merits and risks of this
investment.
(m) The undersigned confirms that he has consulted with his
Purchaser Representative, if any, or other personal advisers and that said
Purchaser Representative or other advisers have analyzed the information
furnished to him and the documents relating thereto on his behalf and have
advised him of the business and financial aspects and consequences of and
potential liabilities associated with his investment in the Shares. The
undersigned represents that he has made other risk capital investments or other
investments of a speculative nature, and by reason of his business and financial
experience and of the business and financial experience of those persons he has
retained to advise him with respect to investments of this nature. In reaching
the conclusion that he desires to acquire the Shares, the undersigned has
carefully evaluated his financial resources and investments and acknowledges
that he is able to bear the economic risks of this investment.
(n) The undersigned acknowledges that all information made
available to him and/or his Purchaser Representative, if any, and/or personal
advisers in connection with his investment in the Shares, including the
information furnished to him, is and shall remain confidential in all respects
and may not be reproduced, distributed or used for any other purpose without the
prior written consent of the Company.
(o) Notwithstanding anything herein contained to the contrary, all
representations and warranties of the undersigned herein pertaining to the
Shares apply to any shares of the common stock of the Company, par value $0.001
per share, obtained by the undersigned upon any conversion of the Shares.
(p) The undersigned is an "Accredited Investor" as defined in Rule
501(a) of the Securities Act.
3. Indemnification. The undersigned agrees to indemnify and hold
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harmless the Company and its affiliates from and against all damages, losses,
costs, and expenses (including reasonable attorneys' fees) which they may incur
by reason of the failure of the undersigned to fulfill any of the terms or
conditions of this subscription, or by reason of any breach of the
representations and warranties made by the undersigned herein, or in any
document provided by the undersigned to the Company.
4. Survival. The foregoing representations, warranties and
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undertakings are made with the intent that they may be relied upon in
determining the undersigned's suitability as an investor in the Company and the
undersigned hereby agrees that such representations and warranties shall survive
his purchase of the Shares in the Company. The undersigned hereby acknowledges
and agrees that he is not entitled to cancel, terminate or revoke this
Subscription Agreement, or any agreements hereunder, and that this Subscription
Agreement and such agreements shall survive (a) changes in the transactions,
documents, and instruments previously furnished to the undersigned which are not
materially adverse, and (b) the undersigned's death or disability.
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5. Notices. All notices or other communications given or made
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hereunder shall be in writing and shall be delivered or mailed by registered or
certified mail, return receipt requested, postage prepaid, to the undersigned or
to the Company at the respective addresses set forth herein.
6. Miscellaneous.
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(a) Notwithstanding any of the representations, warranties,
acknowledgments, or agreements made herein by the undersigned, the undersigned
does not thereby or in any other manner waive any rights granted to the
undersigned under federal or state securities laws.
(b) Words of any gender used in this Subscription Agreement shall
be held and construed to include any other gender, and words in the singular
number shall be held to include the plural, and vice versa, unless the context
requires otherwise.
(c) This Subscription Agreement constitutes the entire agreement
among the parties hereto with respect to the subject matter hereof and may be
amended only by a writing executed by all parties.
(d) This Subscription Agreement shall be enforced, governed, and
construed in all respects in accordance with the laws of the State of Texas and
all obligations hereunder shall be deemed performable in Xxxxxx County, Texas.
IN WITNESS WHEREOF, I have executed this Subscription Agreement as of the
____ day of ___________________, 2003.
_________________________________________
(Signature)
_________________________________________
Social Security Number
_________________________________________
(Print or Type Name)
Address:
_________________________________________
_________________________________________
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