Exhibit 10.01
SUBSCRIPTION AGREEMENT- REG D
ACCREDITED INVESTORS ONLY
Topaz Resources, Inc.
0000 Xxxxx Xxxxx Xxxxxx Xx.
Xxxxxx, Xx 00000-0000
Gentlemen:
This will acknowledge that effective this date, the Subscriber hereby purchases
a total of __________ shares of Common Stock $.0001 par value (the "Shares") of
Topaz Resources, Inc., a Florida corporation ("Company") at the amount of $0.__
per share for a total of $________. The Shares also shall be referred to
collectively as the "Securities".
Execution of this Agreement shall constitute an offer by the Subscriber to
purchase the number of Shares set forth above on the terms specified herein. If
the Subscriber's offer is accepted, the Company will execute a copy of this
Subscription Agreement ("Agreement") and return this Agreement to the
Subscriber.
THE SECURTIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY
AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE
MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
1. Agreement. The parties acknowledge that the Subscriber has purchased
________ Shares at a price of $0.__ per share for a total amount of
$______________.
2. Representations and Warranties of Subscriber. Subscriber represents and
warrants to the Company as follows:
(a) Subscriber, either alone or with the assistance of his/her purchaser
representative, as that term is defined under Rule 501 (h) of Regulation D under
the Securities Act of 1933 (the "Act"), if any, has had an opportunity to ask
questions of and receive answers from duly designated representatives of the
Company concerning the terms and conditions of the Offering and has been
afforded an opportunity to examine such documents and other information which
Subscriber or his/her representative, if any, has requested for the purpose of
verifying the information about the Company and for the purpose of answering any
question Subscriber or his/her representative, if any, may have concerning the
business and affairs of the Company which documents and information include the
annual and quarterly reports of the Company filed with the U.S. Securities and
Exchange Commission and which are available via the Internet at xxx.xxx.xxx.
(b) Subscriber is familiar with the definition of "accredited investors" as
that term is defined in Rule 501(a) of Regulation D under the Act and Subscriber
is an accredited investor.
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(c) Subscriber and his/her representative, if any, understand that no
person has been authorized to give any information or to make any
representations about the Company which were not contained in the information
furnished pursuant to subparagraph (a) above and that Subscriber has not relied
on any other representations or other information. PURCHASER HAS RELIED SOLELY
UPON THE INFORMATION PROVIDED BY THE COMPANY. Subscriber understands that the
investment in the Company involves certain economic risks, including the loss of
his/her entire investment.
(d) Subscriber understands that the Securities are "restricted securities"
under the Act, have not been registered under the Act, and must be held
indefinitely unless they are subsequently registered under the Act and
applicable state securities laws, or exemptions from such registration are
available.
(e) Subscriber is acquiring the Securities for his/her own account as
principal for investment and not with a view to resale, distribution or
fractionalization in whole or in part, and has no present agreement,
understanding or arrangement to subdivide, sell, assign or otherwise dispose of
all or any part of the Share.
(f) Subscriber is fully aware of the applicable limitations on the resale
of the Securities.
(g) Subscriber understands that any and all certificates representing the
Securities and any and all securities issued in replacement thereof or in
exchange therefor shall bear the following legend, or one substantially similar
thereto, which Subscriber has read and understands:
These securities have not been registered under the Securities Act of 1933
or qualified under any state securities laws. They may not be sold or
transferred in the absence of an effective registration statement under
that Act or qualification under applicable state securities laws without an
opinion of counsel satisfactory to the Company that such registration and
qualification are not required.
(h) In addition, the certificates representing the Securities, and any and
all securities issued in replacement thereof or in exchange therefore, shall
bear such legend as may be required by the securities laws of the state in which
Subscriber resides.
(i) Because of the restriction imposed on resale, Subscriber understands
that the Company shall have the right to note stop-transfer instructions in its
stock transfer records, and Subscriber has been informed of the Company's
intention to do so. Any sales, transfers, or any other dispositions of the
Securities by Subscriber, if any, will be in compliance with the Act.
(j) Subscriber acknowledges that, either directly or with the assistance of
his/her purchaser representative, if any, Subscriber has such knowledge and
experience in financial and business matters as to make an informed investment
decision based upon the information provided by the Company and such additional
information as Subscriber may have requested and received from the Company.
(k) Subscriber can bear the economic risk of loss of its entire investment;
and, if Subscriber is a corporation, partnership or other entity, Subscriber was
not formed for the purpose of purchasing the Shares.
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(l) Subscriber understands that the Company is relying upon the
representations and statements made by Subscriber, in this Agreement. Any
information which Subscriber has heretofore furnished to the Company in this
Agreement or any exhibits thereto, is correct and complete as of the date of
this Agreement and if there should be any material change in such information
prior to Subscriber's admission to the Company as a Shareholder Subscriber will
immediately furnish such revised or corrected information to the Company.
(m) Subscriber's investment in the Company has not been solicited by means
of general solicitation or general advertisement.
(n) If Subscriber is a corporation, partnership, trust or other entity: (i)
it is authorized and qualified to become a Shareholder in, and authorized to
make its capital contribution to, the Company; (ii) the person signing this
Agreement on behalf of such entity has been duly authorized by such entity to do
so; and (iii) the undersigned is a duly organized and validly existing legal
entity under the laws of its state of organization
3. Miscellaneous.
(a) Subscriber understands that this Subscription Agreement is not binding
upon the Company until accepted by an authorized officer of the Company.
(b) Subscriber agrees not to transfer or assign this Agreement, or any of
Subscriber's interest herein, and further agrees that the transfer or assignment
of the Shares acquired pursuant hereto shall be made only in accordance with all
applicable laws.
(c) Subscriber agrees that Subscriber cannot cancel, terminate, or revoke
this Agreement or any agreement of Subscriber made hereunder, and this Agreement
shall survive the death or legal disability of Subscriber and shall be binding
upon Subscriber's heirs, executors, administrators, successors, and assigns.
(d) This Agreement constitutes the entire agreement among the parties
hereto with respect to the subject matter hereof and may be amended only by a
written execution by all parties.
(e) This Agreement shall be enforced, governed and construed in all
respects in accordance with the laws of the State of Nevada.
4. Execution. By executing the applicable section below, we agree to be bound by
all of the terms, provisions, warranties, and conditions contained herein.
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SUBSCRIPTION SIGNATURE PAGE
Number of Shares Purchased:
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Name:
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Address:
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Address for Notices:
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Employer Identification Number:
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Subscriber did not utilize the services of an advisor or Purchaser
Representative in connection with purchase of the Shares. (If using an agent or
a Purchaser Representative, Subscriber has completed, executed and delivered to
the Company a "Purchaser Representative Questionnaire.")
Date: Signature:
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Per:
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Name & Title
This Subscription Agreement Accepted
this ____ day of ______, 2010
TOPAZ RESOURCES, INC.
Per: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: President & CEO
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