SUBSCRIPTION AGREEMENT Teliphone Corp.
Exhibit
99.1
Teliphone
Corporation, a Nevada corporation with its principal office at ▇▇▇▇
▇▇▇-▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ West, suite 200, Westmount (Montreal), Quebec, Canada
H3A
0A1 (hereinafter the "Company") and the undersigned (hereinafter the
"Subscriber") agree as follows:
WHEREAS:
A.
The
Company desires to issue a maximum of ________ shares of Common Stock of the
Company at a price of US$0.25 per share (hereinafter the "Shares");
and
B.
Subscriber desires to acquire the number of Shares set forth on the signature
page hereof.
NOW,
THEREFORE, for and in consideration of the premises and the mutual covenants
hereinafter set-forth, the parties hereto do hereby agree as
follows:
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 US$0.25 per
share, and the Company agrees to sell such Shares to Subscriber for said
purchase price subject to the Company's right to sell to Subscriber such lesser
number of Shares as it may, in its sole discretion, deem necessary or desirable.
Upon execution, this subscription shall be irrevocable by
Subscriber.
1.2
The
purchase price for the Shares subscribed to hereunder is payable by the
Subscriber contemporaneously with the execution and delivery of this
Subscription Agreement to _______. Payment can be made either by submitting
a
personal check, cashier's check or money order for the full purchase price
of
US$0.25 per Share with the executed Subscription Agreement or by electronic
fund
transfer (bank wire) to a trust account established by the Company's attorneys,
▇▇▇▇▇▇ ▇. Emas, at _______________ where the ABA number is _____________ and
the
Account number is _______________. The Company reserves the right to reject
a
subscription for any reason or to admit an investor who subscribes for less
than
the minimum number of Shares. Payments shall be made payable to " Teliphone
Corp.."
REPRESENTATIONS
AND WARRANTIES BY SUBSCRIBER
2.1
Subscriber hereby severally represents and warrants to the Company the
following:
(A)
Subscriber recognizes that the purchase of Shares subscribed to herein involves
a high degree of risk;
1
(B)
an
investment in the Company is highly speculative and only investors who can
afford the loss of their entire investment should consider investing in the
Company and the Shares;
(C)
Subscriber acknowledges that no market for the Shares presently exists and
none
may develop in the future and accordingly Subscriber may not be able to
liquidate its investment.
REPRESENTATIONS
BY THE COMPANY
3.1
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 Nevada 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.
TERMS
OF SUBSCRIPTION
4.1
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
its general corporate purposes. In the event the subscription is not accepted,
the subscription funds will constitute a non-interest bearing demand loan of
the
Subscriber to the Company.
4.2
Subscriber hereby authorizes and directs the Company to deliver the securities
to be issued to such Subscriber pursuant to this Subscription Agreement to
Subscriber's address indicated herein.
4.3
The
Shares are being offered on a "best efforts" basis as more particularly set
forth in the Memorandum.
MISCELLANEOUS
5.1
Any
notice or other communication given hereunder shall be deemed sufficient if
in
writing and sent by registered or certified mail, return receipt requested,
addressed to the Company, ▇▇▇▇ ▇▇▇-▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ West, suite 200, Westmount
(Montreal), Quebec, Canada H3A 0A1 Attention: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President
and
Chief Executive Officer, and to Subscriber at his address indicated on the
last
page of this Subscription Agreement. Notices shall be deemed to have been given
on the date of mailing, except notices of change of address, which shall be
deemed to have been given when received.
5.2
Notwithstanding the place where this Subscription Agreement may be executed
by
any of the parties hereto, the parties expressly agree that all the terms and
provisions hereof shall be construed in accordance with and governed by the
laws
of the State of Nevada.
5.3
The
parties agree to execute and deliver all such further documents, agreements
and
instruments and take such other and further action as may be necessary or
appropriate to carry out the purposes and intent of this Subscription
Agreement.
ACCREDITED
INVESTOR STATUS
6.1
|_|
By checking this box, Subscriber represents and warrants to the Company that
the
Subscriber is an "Accredited Investor" as such term is defined in Rule 501
of
Regulation D promulgated under the United States Securities Act of 1933, as
amended (the "Act"). The Subscriber acknowledges having reviewed and considered
the definition of "Accredited Investor" attached to this Subscription
Agreement.
IN
WITNESS WHEREOF, this Subscription Agreement is executed as of the ___ day
of
___________ 200__.
|
Number
of Shares Subscribed For:
|
_______________________________
|
|
Signature
of Subscriber:
|
_______________________________
|
|
Name
of Subscriber:
|
_______________________________
|
|
Address
of Subscriber:
|
_______________________________
|
|
Subscriber's
SS#:
|
_______________________________
|
|
ACCEPTED
BY: Teliphone Corp.
|
|
|
Signature
of Authorized Signatory:
|
_______________________________
|
|
Name
of Authorized Signatory:
|
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
|
|
Position
of Authorized Signatory:
|
President
and Chief Executive Officer
|
|
Date
of Acceptance:
|
_______________________________
|
3
Accredited
Investor Definition
The
Subscriber will be an "Accredited Investor" as such term is defined in Rule
501
of Regulation D promulgated under the United States Securities Act of 1933,
as
amended (the "Act") if the Subscriber is any of the following:
(1)
Any
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;
(2)
Any
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 has a reasonable expectation of reaching
the
same income level in the current year;
(3)
Any
director, executive officer of the Company;
(4)
Any
trust with total assets in excess of $5,000,000, not formed for the specific
purpose of acquiring the securities offered, whose purchase is directed by
a
sophisticated person as described in Rule 503(b)(2)(ii);
(5)
Any
private business development company as defined in Section 202(a)(22) of the
Investment Advisers Act of 1940;
(6)
Any
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;
(7)
Any
bank as defined in Section 3(a)(2) of the Act or any savings and loan
association or other institution as defined in Section 3(a)(5)(A) of the Act
whether acting in its individual or fiduciary capacity;
(8)
Any
insurance company as defined in Section 2(13) of the Act;
(9)
Any
investment company registered under the Investment Company Act of 1940 or a
business development company as defined in Section 2(a)(48) of that
Act;
(10)
Any
Small Business Investment Company licensed by the U.S. Small Business
Administration under Section 301(c) or (d) of the Small Business Investment
Act
of 1958;
(11)
Any
plan established and maintained by a state, its political subdivisions, or
any
agency or instrumentality of a state or its political subdivisions, for the
benefit of its employees, if such plan has total assets in excess of
$5,000,000;
(12)
Any
employee benefit plan within the meaning 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 either a bank, savings and loan
association, insurance company, or registered investment adviser, 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; and
(13)
Any
entity in which all of the equity owners are accredited investors.
4