Exhibit 10.1
Form of
Subscription Agreement
SUBSCRIPTION AGREEMENT
Potential investors are encouraged to ask questions and obtain additional
information from the officers and directors of the Company concerning the Units,
the operations of the Company, and any other relevant matters (including, but
not limited to, additional information to explain, or verify the accuracy of the
information set forth herein). The Company may be contacted through Manu Forti
Group, Inc., with an address for notice and delivery at 0000 Xxxxxxx Xxxx Xxxxx
000-000 Xxx Xxxxx, XX 00000.
[Subscribers please note that to fulfill this subscription properly you must (a)
read this document carefully and acquire your independent legal and investment
advice as this document constitutes a binding legal document upon your tendering
the same to the Company or its agents, (b) fill in the amount of securities
subscribed for in the section "Securities Requested for Purchase by the
Subscriber" on page 2 hereof, (c) check of the exemption below in the section
"Eligibility Declaration by the Subscriber" (page 2 and following) which applies
to you as either a US or Canadian subscriber, (d) complete the signature and
information page at the end of this agreement, and (e) deliver this subscription
agreement and payment, in accordance with the section "Method of Subscription",
to the Issuer or its designated agent and if subscribing pursuant to an ofering
memorandum also include a signed `risk acknowledgement' document]
COMPANY OFFERING
Manu Forti Group, Inc. a Nevada Company (the "Company") is offering, on a
private placement basis, units (the "Units" or also the "Securities"), whereby
each Unit consists of one common share (the "Share" or "Shares" as the context
requires or also the "Securities") and one non-transferable share purchase
warrant (the "Warrant" or "Warrants" as the context requires) of its own issue,
to eligible investors (such an investor who subscribes to this issue by this
document is hereafter called the "Subscriber") at a price of $0.90 US per Unit.
The Company offers, and the Subscriber accepts, the Units on the terms and
conditions hereafter set forth.
Upon its acceptance of this Subscription Agreement from Subscriber, the
Company will deliver a signed Registration Rights Agreement to the Subscriber
("Attachment B" to this Private Placement Memorandum).
With each Unit subscribed, the Subscriber shall receive one Share and
shall also receive a Warrant having the following characteristics:
(a) one Warrant permits the purchase of another Share at a price of
$1.50 US until twelve months from the date of issue;
1
(b) the Warrants shall be altered for each alteration of capital of the
Company, or its successor, as to number and price in accordance with
industry practice; and
(c) the Warrants are non-transferable and the Warrants and any resultant
shares are subject to such restrictions as law requires.
IF (i) THE COMPANY'S STOCK CLOSES ABOVE THE EXERCISE PRICE OF THE "A" WARRANTS,
THAT IS, $1.50 PER SHARE, FOR 10 CONSECUTIVE TRADING DAYS WITHIN SEVEN MONTHS
FROM THE CLOSING AND (ii) THE VOLUME TARGETS AS SET FORTH IN SECTION 4(c) OF THE
REGISTRATION RIGHTS AGREEMENT ARE MET WITHIN SEVEN MONTHS FROM THE CLOSING; THEN
THE COMPANY AND ITS BOARD OF DIRECTORS HAS AGREED NOT TO ISSUE ANY SHARES AT A
PRICE LESS THAN $0.90 PER SHARE FOR A PERIOD OF ONE YEAR FROM THE CLOSING.
THE COMPANY'S BOARD OF DIRECTORS HAVE APPROVED A 1.3 FOR 1 SHARE ROLL FORWARD OF
ITS COMMON STOCK ON AUGUST 28, 2005 FOR SHAREHOLDERS OF RECORD AS OF AUGUST 28,
2005. CONSEQUENTLY, PURCHASERS OF STOCK IN THIS PRIVATE PLACEMENT MEMORANDUM
WILL NOT PARTICIPATE IN THE FORWARD STOCK SPLIT ("ROLL FORWARD") AND WILL
CONSEQUENTLY EXPERIENCEC ADDITIONAL DILUTION IMMMEDIATELY.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK
2
SECURITIES REQUESTED FOR PURCHASE BY THE SUBSCRIBER
Based upon the hereafter terms, conditions, representations, warranties,
and covenants given by each party to the other, the Subscriber hereby subscribes
for and agrees to purchase
________________________________________ Units of the Company for an aggregate
consideration of $________________________________________ US (the "Subscription
Price") and for which payment is hereby delivered to the Company. The Company,
upon acceptance by the board of all or part of this subscription, agrees to
issue the accepted number of Securities, fully paid and non-assessable, as
consideration for the Subscriber's subscription, and to refund any excess
subscription monies of the Subscription Price of any non-accepted portion.
The Subscriber understands and acknowledges that the Company is a
reporting and publicly trading company listed on the NASD Over-the-Counter
Bulletin Board and the Subscriber acknowledges that no party independent of the
Company has made or will make any opinion or representations on the merits or
risks of an investment in the Securities. The Subscriber acknowledges hereby
being advised and is encouraged to seek independent investment advice.
The Subscriber warrants that the Subscriber has truthfully and fully
disclosed the Subscriber's information in this subscription document and has
read and concurs in all the statements of this subscription, upon which the
Company relies (to its possible damage if the Subscriber declares falsely), has
disclosed the Subscriber's proper jurisdiction and has declared whether the
Subscriber is or is not, directly or indirectly, a US subject and has considered
carefully and answered truthfully (and has sought appropriate counsel and
advice) as to the exemptions which apply to the Subscriber and has fully
considered the economic reasonableness of an investment by the Subscriber in the
Company in the circumstances of the Subscriber.
ELIGIBILITY DECLARATION BY THE SUBSCRIBER
As confirmation that the Subscriber is eligible to purchase the Securities
as an exempt purchase the Subscriber warrants that it complies with one of the
following exemptions, which has been checked of and upon which the Company
relies.
BRITISH COLUMBIA AND ALBERTA SUBSCRIBERS
The Subscriber declares that the Subscriber is not a United States subject
and if the Subscriber is a resident of British Columbia or Alberta the
Subscriber fulfills one of the following criteria (PLEASE CHECK OFF APPROPRIATE
CATEGORY) and which category is warranted by the Subscriber:
( ) The Subscriber is subscribing for an amount which has an aggregate
acquisition cost of not less than a prescribed amount (being CAD$97,000)
and the purchaser is not a corporation, syndicate, partnership or other
form of incorporated or unincorporated entity or organization created
solely to permit the purchase of the Securities (or other similar
purchases) by a group of individuals whose individual share of the
aggregate acquisition cost of such Units is not less than CAD$97,000.
3
( ) The Subscriber is purchasing the Securities as principal and fulfils one
of the following categories:
(a) a director, senior officer or control person of the issuer, or of an
affiliate of the issuer,
(b) a spouse, parent, grandparent, brother, sister or child of a
director, senior officer or control person of the issuer, or of an
affiliate of the issuer,
(c) a close personal friend of a director, senior officer or control
person of the issuer, or of an affiliate of the issuer,
(d) a close business associate of a director, senior officer or control
person of the issuer, or of an affiliate of the issuer, or
(e) a person or company that is wholly owned by any combination of
persons or companies described in paragraphs (a) to (d).
[Section 3.1 of Multilateral Instrument 45-103]
( ) The Subscriber is an accredited investor and therefore is an exempt
purchaser by virtue of the Subscriber's wealth. For an individual an
`accredited investor' is a person who alone or with spouse has, directly
or indirectly, financial assets (cash and securities)exceeding $1,000,000,
net of related liabilities, or whose net income before taxes exceeded
$200,000 in the two most recent years (or $300,000 with spouse) and
reasonably expects to exceed that level in the current year.
The Subscriber represents and warrants that he has declared that the
Subscriber is not a person subject to United States jurisdiction by checking off
one of the foregoing categories of exemption and such declaration warrants
without equivocation that the Subscriber is not a US investor, directly or
indirectly, and the Subscriber is not subscribing as an agent or nominee or
trustee or in any other capacity, partly or wholly or directly or indirectly,
for a US person subject to US law.
UNITED STATES SUBSCRIBERS
If the Subscriber is a US citizen (or otherwise subject to US
jurisdiction) the Subscriber hereby so declares and further declares that the
Subscriber is an "Accredited Investor" as that term is defined in Regulation D
promulgated under the relevant Securities Act (the "Act") of the United States,
by virtue of the Subscriber's qualification under one or more of the following
categories (PLEASE CHECK OFF APPROPRIATE CATEGORY):
4
( ) The Subscriber is a natural person whose individual net worth, or joint
net worth with that person's spouse exceeds $1,000,000, not including the
Subscriber's principal residence.
( ) The Subscriber is 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 has a
reasonable expectation of reaching the same income level in the current
year.
( ) The Subscriber is a corporation, organization described in section
501(c)(3) of the United States Internal Revenue Code, Massachusetts or
similar business trust, or partnership, not formed for the specific
purpose of acquiring the Securities, with total assets in excess of
$5,000,000.
( ) The Subscriber is a trust, with total assets in excess of $5,000,000, not
formed for the specific purpose of acquiring the Securities, whose
purchase is directed by a sophisticated person.
( ) The Subscriber is a director or executive officer of the Corporation.
( ) The Subscriber is a private business development company as defined in
section 202(a)(22) of the Investment Advisers Act of 1940.
( ) The Subscriber is a bank as defined in section 3(a)(2) of the Act, or a
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; a 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 Act; an 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; a 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; a 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; an 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, 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.
( ) The Subscriber is an entity in which all of the equity owners are
accredited investors under one or more of the categories set forth above.
5
REGULATION S APPLICATION
As the Company is a US company whose securities are subject to US law, the
Subscriber hereby agrees, represents and warrants to the Company as
follows:
(i) Subscriber (i) is not a U.S. Person (as defined in Rule 902 of
Regulation S ("Regulation S") under the United States Securities Act of 1933
(the "1933 Act")), which definition includes, but is not limited to, any natural
person resident in the United States, any corporation or partnership
incorporated or organized under the laws of the United States, or any estate or
trust of which any executor, administrator or trustee is a U.S. Person); (ii) is
not purchasing any of the Securities for the account or benefit of any U.S.
Person or for offering, resale or delivery for the account or benefit of any
U.S. Person or for the account of any person in any jurisdiction other than the
jurisdiction set out in the name and address of Subscriber below; and (iii) was
not offered any Securities in the United States and was outside the United
States at the time of execution and delivery of this Subscription Agreement.
(ii) Subscriber acknowledges that the Securities have not been
registered under the 1933 Act and the Company has agreed to register the
securities purchased under this offering with the Securities and Exchange
Commission by filing a registration statement under the 1933 Act within 60 days
of the closing of this offering. The Subscriber agrees to resell the Securities
only in accordance with the provisions of Regulation S and any other applicable
securities laws, pursuant to a registration under the 1933 Act, or pursuant to
an available exemption from such registration, and that hedging transactions
involving the Securities may not be conducted unless in compliance with the 1933
Act. The Subscriber understands that any certificate representing the Securities
will bear a legend setting forth the foregoing restrictions. The Subscriber
understands that the Securities are restricted securities within the meaning of
Rule 144 promulgated under the 1933 Act; that the exemption from registration
under Rule 144 will not be available in any event for at least one year from the
date of purchase and payment of the Securities by the Subscriber, and other
terms and conditions of Rule 144 are complied with; and that any sale of the
Securities may be made by the Investor only in limited amounts in accordance
with such terms and conditions. In addition, any Subscriber who is a British
Columbia or Alberta resident will be subject to British Columbia and Alberta
resale restrictions which will be set out in the legend stamped on the
certificate representing the Securities.
(iii) No U.S. Person, either directly or indirectly, has any
beneficial interest in any of the Securities acquired by Subscriber hereunder,
nor does Subscriber have any agreement or understanding (written or oral) with
any U.S. Person respecting:
(a) the transfer or any assignment of any rights or interest
in any of the Securities;
(b) the division of profits, losses, fees, commissions or
any financial stake in connection with this
subscription; or
(c) the voting of the Securities.
6
(iv) the Subscriber understands that each person exercising any
Warrant comprising a part of the Securities will be required to give to the
Company at the time of exercise written certification that such person is not a
U.S. person and that the Warrant is not being exercised on behalf of a U.S.
person.
RESTRICTED SECURITIES AND RESTRICTED DISPOSITION
The Subscriber represents and warrants that the Subscriber was not
specifically formed and has not acted to acquire any of the Securities
subscribed for in this Agreement in violation of the provisions of
Regulation S or Rule 144 under the securities laws of the United States or
in violation of any of the exemptions provided by the securities laws of
Alberta or British Columbia. The Subscriber acknowledges that the
Securities will be restricted as to disposition as set forth below and
agrees to abide by such restrictions.
Whether the Subscriber has purchased subject to Rule 144 or Reg. S or
pursuant to any exemptions under the securities laws of British Columbia or
Alberta the Subscriber represents and warrants that the Subscriber understands
that:
(a) neither the sale of the Securities which the Subscriber is
acquiring nor the Securities themselves has been registered under any state
securities laws and the Securities must be held indefinitely unless subsequently
registered or an exemption from such registration is available; and
(b) the share certificate representing the Securities will be
stamped with the following legends (or substantially equivalent language)
restricting transfer:
"The securities represented by this certificate have not been
registered under the Securities Act of 1933 or the laws of any state
and have been issued pursuant to an exemption from registration
pertaining to such securities and pursuant to a representation by
the security holder named hereon that said securities have been
acquired for purposes of investment and not for purposes of
distribution. These securities may not be offered, sold,
transferred, pledged or hypothecated in the absence of registration,
or the availability of an exemption from such registration.
Furthermore, no offer, sale, transfer, pledge or hypothecation is to
take place without the prior written approval of counsel to the
issuer being affixed to this certificate. The stock transfer agent
has been ordered to effectuate transfers of this certificate only in
accordance with the above instructions."
7
METHOD OF SUBSCRIPTION
A subscription shall be made by delivering to the Company or its agent a signed
and fully completed copy of this subscription agreement (with a `risk
acknowledgement declaration' if subscribing pursuant to an offering memorandum)
and the Subscription Price made to the order of the Company or its designated
agent.
The Company shall return to the Subscriber the Subscription Price, or such
amount as has not been accepted, as to such part of the subscription which the
Company has not accepted.
Should the Subscriber's subscription be submitted to the solicitors for the
Issuer and payment delivered to the solicitors in trust then the Subscriber
agrees that the solicitors shall have no accountability to the Subscriber
whatsoever, and acknowledges that the solicitors are merely recipients for the
Issuer and have no solicitor's obligations of any nature to the Subscriber. The
only duty the solicitors shall have is to deliver the subscription agreement and
the subscription monies to the Issuer and the solicitors shall require no
further instruction other than this paragraph from the Subscriber in order to
deliver the same to the Issuer. Under no circumstances shall the Company's
solicitors be considered to be giving legal or other advice or services to the
Subscriber and no communication between the Subscriber and such solicitors shall
be considered advice (at the most only administrative subscription assistance on
behalf of the Company) but the Subscriber shall rely solely and exclusively on
his own judgment and the advice of his own counsel.
ADDITIONAL INVESTMENT SUBSCRIPTION TERMS, CORPORATE DISCLOSURE AND GENERAL
SUBSCRIBER ACKNOWLEDGMENTS AND WARRANTIES
1. Description of the Securities. The Securities are a part of the common shares
of the Company. The Company's authorized capital consists of 75,000,000 common
shares, par value of $0.001 per share, of which 3,087,000 shares were issued and
outstanding as of August 31, 2005, and no authorized preferred shares. Copies of
the Articles of Incorporation of the Company describing the common securities
and the rights of holders and other corporate materials of the Company are
available upon request.
2. Closing of subscription and Use of Funds of the Securities. The Subscriber
understands that the subscription monies shall be advanced to the Issuer to
reserve the Subscriber's subscription and the Issuer may employ such funds for
its business purposes nor shall such funds be considered a loan and shall not
bear interest but shall constitute solely a reservation of subscription and
advance of funds. The Subscriber shall not demand return of its subscription.
The Subscriber acknowledges that the funds to be raised from the Securities are
to be employed for the business of the Company in accordance with management's
determination as to the best use of the same for the Company's business plans.
Notwithstanding any disclosure document provided concurrent with this
subscription the Company reserves the right at any time to alter its business
plans in accordance with management's appreciation of the market for the goods
and services of the Company and the best use of the Company's funds to advance
its business, whether present or future.
8
3. Securities Issued at Different Prices and Characteristics. The Subscriber
acknowledges that the Company will issue its securities at different prices
which may occur sequentially, from time-to-time, or at the same time. The
Company will also issue offerings which have warrants, or other benefits,
attached and some offerings which do not. Not all subscribers will receive
common shares, or other share classes, of the Company at the same price and such
may be issued at vastly different prices to that of the Subscriber. For example,
the Company has or may issue Securities at nominal prices for developmental
assets (which cannot be valued and so may be assigned a nominal value on the
Company's books) or for services or to attract expertise or management talent or
other circumstances considered advisable by the board of directors. Such
issuance at different prices are made by the board in its judgment as to typical
structuring for a company such as the Company, to incentivise, reward, and to
provide a measure of developmental control, to acquire assets or services which
the board considers necessary or advisable for the Company's development and
success, and other such considerations in the board's judgment. The Subscriber
acknowledges these matters, understands that the Subscriber's investment is not
necessarily the most advantageous investment in the Company, and authorizes the
Board now and hereafter to use its judgment to make such issuances whether such
issuances are at a lesser, equal or greater price than that of the Subscriber
and whether such is prior to, concurrent with, or subsequent to the Subscriber's
investment. The Subscriber acknowledges that the Subscriber has had disclosed to
the Subscriber that the Company has issued securities at different prices and
with different characteristics, the Subscriber has had the opportunity for full
disclosure and questions in respect thereto, and the Subscriber accepts without
equivocation the securities structure and pricing of the Company by subscription
hereto.
4. Subscriber's Acknowledgments. The Subscriber agrees and acknowledges that:
(a) Withdrawal or Revocation. This Subscription Agreement is given for
valuable consideration and shall not be withdrawn or revoked by the
Subscriber once tendered with the Subscription Price;
(b) Agreement to be Bound. The Subscriber hereby specifically agrees to
be bound by the terms of this Subscription Agreement as to all
particulars hereof and hereby reaffirms the acknowledgments,
representations, and powers set forth in this Subscription
Agreement;
(c) Reliance on Subscriber's Representations. The Subscriber understands
that the Company will rely on the acknowledgments, representations,
and covenants of the Subscriber herein in determining whether a sale
of the Securities to the Subscriber is in compliance with applicable
securities laws. The Subscriber warrants that all acknowledgments,
representations and covenants are true and accurate;
(d) Waiver of Preemptive Rights. The Subscriber hereby grants, conveys,
and vests the President of the Company as the Subscriber's power of
attorney solely for the purpose of waiving any prior or preemptive
rights which the Subscriber may have to further issues of equity by
the Company.
9
5. Subscriber's Representations, Warranties, and Understandings. The Subscriber
represents and warrants to the Company and states that:
(a) Principal. The Subscriber is purchasing the Securities as principal
for his own account and not for the benefit of any other person
except as otherwise stated herein, and not with a view to the resale
or distribution of all or any of the Securities;
(b) Decision to Purchase. The decision of the Subscriber to enter into
this agreement and to purchase Securities pursuant hereto has been
based only on the representations of this agreement and any
collateral business plan or offering memorandum provided herewith.
It is not made on other information relating to the Company and not
upon any oral representation as to fact or otherwise made by or on
behalf of the Company or any other person. The Subscriber agrees
that the Company assumes no responsibility or liability of any
nature whatsoever for the accuracy, adequacy or completeness of any
business plan information, which has been created based upon the
Company's management experience. In particular, and without limiting
the generality of the foregoing, the decision to subscribe for
Securities has not been influenced by:
(i) Newspaper, magazine or other media articles or reports related
to the Company or its business; or
(ii) Promotional literature or other materials used by the Company
for sales or marketing purposes; or
(iii) Any representations, oral or otherwise, that the Securities
will be repurchased or have any guaranteed future realizable
value, or that there is any certainty as to the success of the
Company or liquidity or value of the Securities.
(c) Economic Risk. The Subscriber has such knowledge and experience in
financial and business affairs as to be capable of evaluating the
merits and risks of his investment in the Securities, or has sought
and received independent professional advice, and the Subscriber is
able to bear the economic risk of a total loss of the Subscriber's
investment in the Securities;
(d) Speculative Investment. The Subscriber understands that an
investment in the Securities is a speculative investment, that there
is no guarantee of success of Management's plans and that any
offering memorandum or business plan provided to the Subscriber is
made based upon business experience to date and management's
reasonable efforts at disclosure and is subject to error and subject
to be proven wrong by future events and experience. Management's
plans are an effort to apply present knowledge and experience to
project a future course of action which is hoped will result in
financial success employing the Company's assets and with the
present level of management's skills and of those whom the Company
will need to attract (which cannot be assured). Additionally, all
plans are capable of being frustrated by new or unrecognized or
unappreciated present or future circumstances which can typically
not be accurately, or at all, predicted.
10
(e) Status. If the Subscriber has stated that he is not a U.S. person,
as defined under the United States Securities Act of 1933, as
amended (the "U.S. Act"), then he declares unequivocally that he is
not a US person and was not offered the Securities in the United
States (as that term is defined in the U.S. Act), and did not
execute or deliver this Agreement in the United States. If the
Subscriber is a US person then such has been declared in this
document by noting the Subscriber as having a US address below,
completing the declarations at the commencement of this document
(all of which are truly stated), and the Subscriber qualifies as an
eligible investor (by virtue of having the requisite personal wealth
and income and/or qualifying under other appropriate exemption)
under the relevant securities laws;
(f) Address. The Subscriber is resident as set out on the last page of
this Agreement as the "Subscriber's Address" and the address set
forth on the last page of this Agreement is the true and correct
address of the Subscriber;
(g) Risk and Resale Restriction. The Subscriber is aware of the risks
and other characteristics of the Securities and of the fact that the
Subscriber will not be able to resell the Securities except in
accordance with the applicable securities legislation and regulatory
policy;
(h) Receipt of Information. The Subscriber acknowledges that, to his
satisfaction:
(i) He has either had access to or has been furnished with
sufficient information regarding the Company and the terms of
this investment transaction to his satisfaction;
(ii) He has been provided the opportunity to ask questions
concerning this investment transaction and the terms and
conditions thereof and all such questions have been answered
to his satisfaction; and
(iii) He has been given ready access to and an opportunity to review
any information, oral or written, that he has requested, in
particular to any offering memorandum or business plan of the
Company, if available concurrent with or as a part of this
subscription;
(i) No Prospectus filing. The Subscriber acknowledges that this is an
offering made on a private basis without a prospectus and that no
federal, state, provincial or other agency has made any finding or
determination as to the merits of the investment nor made any
recommendation or endorsement of the Securities, and that:
(i) The Subscriber may be or is restricted from using most of the
civil remedies available under the applicable securities act;
and
11
(ii) The Company is relieved from certain obligations that would
otherwise apply under the applicable securities act;
(j) Confidentiality. The Subscriber understands that the Company's
business plan and this Agreement are confidential. The Subscriber
will not and has not distributed such, or divulged the contents
thereof, to anyone other than such legal or financial advisors as
the Subscriber has deemed desirable for purposes of evaluating an
investment in the Securities and the Subscriber has not made any
copies thereof except for his own records;
(k) Age of Majority. The Subscriber, if an individual, has attained the
age of majority and is legally competent to execute this Agreement
and to take all actions required pursuant hereto;
(l) Authorization and Formation of Subscriber. The Subscriber, if a
corporation, partnership, trust or other form of business entity, is
authorized and otherwise duly qualified to purchase and hold the
Securities and such entity has not been formed for the specific
purpose of acquiring Securities in the Offering. If the Subscriber
is one of the aforementioned entities, it hereby agrees that upon
request of the Company it will supply the Company with any
additional written information that may be requested by the Company;
(m) Legal Obligation. This Agreement has been duly and validly
authorized, executed and delivered by and constitutes a legal,
valid, binding and enforceable obligation of the Subscriber;
(n) Compliance With Applicable Laws. The Subscriber knows of no reason
(and is sufficiently knowledgeable to determine the same or has
sought legal advice) why the delivery of this Agreement, the
acceptance of it by the Company and the issuance of the Securities
to the Subscriber will not comply with all applicable laws of the
Subscriber's jurisdiction of residence or domicile, and all other
laws applicable to the Subscriber, and the Subscriber has no reason
to believe that the Subscriber's subscription hereby will cause the
Company to become subject to or required to comply with any
disclosure, prospectus or reporting requirements or to be subject to
any civil or regulatory review or proceeding. The Subscriber will
comply with all applicable securities laws and will assist the
Company in all reasonable manners to comply with all applicable
securities laws; and
(o) Encumbrance or Transfer of Securities. The Subscriber will not sell,
assign, gift, pledge or encumber in any manner whatsoever the
Securities herein subscribed without the prior written consent of
the Company and in accordance with applicable securities laws.
The Subscriber agrees that the above representations and warranties of the
Subscriber will be true and correct as of the execution of and acceptance of
this Agreement and will survive the completion of the issuance of the
Securities. The Subscriber understands that the Company will rely on the
representations and warranties of the Subscriber herein in determining whether a
sale of the Securities to the Subscriber is in compliance with law and the
Subscriber warrants to indemnify and hold harmless the Company from all damages
or claims resulting from any misrepresentation by the Subscriber.
12
6. Material Changes. The Subscriber undertakes to notify the Company immediately
should there be any material change in the foregoing warranties and
representations and provide the Company with the revised or corrected
information. The Subscriber hereby agrees to indemnify and hold the Company and
its affiliates harmless from and against any and all matters incurred on account
of or arising out of:
(a) Any inaccuracy in the Subscriber's acknowledgments, representations
or warranties set forth in this Agreement;
(b) The Subscriber's disposition of any of the Securities contrary to
the Subscriber's acknowledgments, representations or warranties in
this Agreement;
(c) Any suit or proceeding based upon a claim that said acknowledgments,
representations or warranties were inaccurate or misleading or
otherwise cause for obtaining damages or redress from the Company or
its affiliates or the disposition of all or any part of the
Subscriber's Securities; and
(d) The Subscriber's failure to fulfill any or all of the Subscriber's
obligations herein.
7. Address for Delivery. Each notice, demand or other communication required or
permitted to be given under this Agreement shall be in writing and shall be sent
by delivery (electronic or otherwise) or prepaid registered mail addressed to
the Subscriber or the Company at the addresses specified in this Agreement. The
date of receipt of such notice, demand or other communication shall be the date
of delivery thereof if delivered, or, if given by registered mail as aforesaid,
shall be deemed conclusively to be the fifth day after the same shall have been
so mailed, except in the case of interruption of postal services for any reason
whatsoever, in which case the date of receipt shall be the date on which the
notice, demand or other communication is actually received by the addressee.
8. Change of Address. Either party may at any time or from time to time notify
the other party in writing of a change of address and the new address to which
notice shall be given to it thereafter until further change.
9. Severability and Construction. Each section, sub-section, paragraph,
sub-paragraph, term and provision of this Agreement, and any portion thereof,
shall be considered severable, and if, for any reason, any portion of this
Agreement is determined to be invalid, contrary to or in conflict with any
applicable present or future law, rule or regulation, that ruling shall not
impair the operation of, or have any other effect upon, such other portions of
this Agreement as may remain otherwise intelligible (all of which shall remain
binding on the parties and continue to be given full force and agreement as of
the date upon which the ruling becomes final). The word "he" in this Agreement
shall also mean she or it relative to the identity of the Subscriber.
13
10. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the province of British Columbia and the laws of
Canada applicable therein. Any dispute regarding matters as between the
Subscriber and the Company, whether as a subscriber or shareholder and whether
arising under this Agreement or pursuant to shareholder rights pursuant to the
constating documents of the Company or applicable law, shall be adjudicated
exclusively in British Columbia unless the Company shall permit otherwise.
11. Survival of Representations and Warranties. The covenants, representations
and warranties contained herein shall survive the closing of the transactions
contemplated hereby.
12. Counterparts. This Agreement may be signed by the parties hereto in as many
counterparts as may be necessary, each of which so signed shall be deemed to be
an original, and such counterparts together shall constitute one and the same
instrument and notwithstanding the date of execution will be deemed to bear the
execution date as set forth in this Agreement. This Agreement may be executed
and exchanged by facsimile and such facsimile copies shall be valid and
enforceable agreements.
13. Entire Agreement. This Agreement constitutes the only agreement between the
parties with respect to the subject matter hereof and shall supersede any and
all prior negotiations and understandings. There are no collateral agreements or
understandings hereto and this Agreement, and the documents contemplated herein,
constitutes the totality of the parties' agreement. This Agreement may be
amended or modified in any respect by written instrument only.
14. Successors and Assigns. The terms and provisions of this Agreement shall be
binding upon and enure to the benefit of the Subscriber, the Company and their
respective successors and lawfully permitted assigns; provided that, except as
herein provided, this Agreement shall not be assignable by any party without the
written consent of the other. The benefit and obligations of this Agreement,
insofar as they extend to or affect the Subscriber, shall pass with any
assignment or transfer of the Securities in accordance with the terms of this
Agreement.
SIGNATURE PAGE TO A PRIVATE ISSUE SUBSCRIPTION AGREEMENT OF
MANU FORTI GROUP, INC.
DATED this _________ day of _________________, 2005.
14
Documents to be Returned:
1. A check payable to the order of "MANU FORTI GROUP, INCORPORATED" for the
subscription amount.
If by wire:
If Domestic:
Routing Number: 000000000
Bank Name: Xxxxx Fargo Bank, N.A. Acct Number: 3597101850
Acct. Name: Manu Forti Group, Inc.
If International:
Routing Number: 000000000
Bank Name: Xxxxx Fargo Bank, N.A.
Acct Number: 3597101850
Acct. Name: Manu Forti Group, Inc.
Swift Code: XXXXXX0X
Telex Code: 184904 Xxxxx UT
2. One copy of this Subscription Agreement completed, dated and signed with the
Purchaser's(s') signature(s).
----------------------------------------------- ---------------------------------------------------------
Purchaser #1 Purchaser #2 (If the Units are to be held as tenants in
common, as joint tenants, or as community property in
both names)
----------------------------------------------- ---------------------------------------------------------
Dated: ___________________________ Dated: ___________________________
----------------------------------------------- ---------------------------------------------------------
By: ______________________________ By _______________________________
(Signature) (Signature)
----------------------------------------------- ---------------------------------------------------------
Name: ____________________________ Name:_____________________________
(Print or type) (Print or type)
----------------------------------------------- ---------------------------------------------------------
Social Security or Tax I.D. No. Social Security or Tax I.D. No.
(If none, so state) (If none, so state)
----------------------------------------------- ---------------------------------------------------------
Accepted By MANU FORTI, INC. this ____ day of _________________ 2004.
MANU FORTI, INCORPORATED
By
--------------------------
Xxxx X. Xxxxxxx/Chairman
15
