Subscription Agreement
Content
SUBSCRIPTION AGREEMENT FOR STOCK OF AMERICAN GAS & TECHNOLOGIES, INC. (A California 25102(n) Limited Public Offering)
This Subscription Agreement (“Agreement”) is made by and between American Gas & Technologies, Inc., a California corporation (“Company”), and the undersigned investor (“Investor”).
SUMMARY OF THE OFFERING 1. American Gas & Technologies, Inc., a California corporation, (“Company”) is raising $5,000,000 (“Maximum Offering”) for 10.638 % (1,000,000 shares) of the Company’s common stock. The offering will start on the filing of the First Notice for this 25102(n) offering and will end on the sooner of six months from the date of that First Filing or when the Maximum Offering Amount has been raised (“End of the Offering”). The minimum purchase for each investor will be $5,000. 2. Once sufficient investors have signed subscription agreements to generate the first $1,000,000, the Company may issue stock to those investors and spend that $1,000,000 in accordance with the Investor Documents (as identified below). Even if insufficient investors sign subscription agreements to generate the remaining $4,000,000, all investor subscription agreements will be honored and stock will be issued to those investors, but in all situations the Company reserves the right to make additional offerings. 3. Qualified investors generally will be accepted on a first-come, first-served basis, subject to the Company’s right to decline any investor or investment. Once the Maximum Offering Amount is reached, no further investors will be accepted for this offering, although they may be accepted for later offerings. 4. Due to the requirements to register securities filings on a state-by-state basis, the offering will be available only to suitable investors residing in the state of California or residing outside the United States. Prior to investing, each investor must first complete an investor questionnaire showing that the investor meets the suitability requirements. . NOW THEREFORE, IT IS AGREED AS FOLLOWS: 5. Investor Documents. Investor has carefully reviewed the following Investor Documents: the Company’s Limited Public Offering document dated March 17, 2008, the Company’s business plan dated March 2008, the Company’s Executive Summary, and an accountant’s letter dated February 25, 2008. Investor has received the Investor Documents, has carefully read each Investor Document and any schedules or exhibits, and represents and warrants that Investor has relied only on the information contained there in making this investment decision and on no other documents or communications. 6. Forward-Looking Statements. This provision is being included in connection with the safe harbor provision of the Private Securities Litigation Reform Act. The Investor Documents contain forwardlooking statements. Such statements are based upon management’s current expectations, beliefs, and assumptions about future events, and are other than statements of historical fact and involve a number of risks and uncertainties. The use in the Investor Documents of words such as “believes,” “anticipates,” “expects,” “intends” and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. In addition to those factors discussed in the Investor Documents, important factors that could cause actual results to differ materially from those in forward-looking statements are, among others, the market’s acceptance of the Company’s services and products, competition and the availability of financing. 7. Subscription. Investor applies to purchase shares of common stock of the Company
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(“Securities”) for the total price of $_________________. Investor’s Subscription Agreement may be rejected for any reason by the Company. The Company need not specify a reason for its rejection of any Subscription Agreement. Payment for the Securities may be made by check or money order and is due within seven (7) days after Company has notified Investor that Company has accepted the Investor’s signed subscription agreement. 8. Binding Effect and Irrevocability. It is understood that this Subscription Agreement is not binding on the Company unless and until it is accepted by the Company as evidenced by countersignature below. The Company reserves the right to reject any subscription agreement for any reason or no reason at all – and the Company is not required to give any reason. Investor agrees that this Subscription Agreement shall be irrevocable until the end of the offering period. 9. Right of First Refusal. Investor will notify Company in writing of the existence and terms of any proposed sale (or transfer for consideration) of Securities to a third party, and hereby grants Company a right to acquire some or all of that Securities on the same terms within thirty (30) days of the notice. Investor agrees that all such proposed sales or transfers will be negotiated in good faith as arms’-length transactions. 10. Representations. Investor represents and warrants as follows: a. Name, Address and Social Security Number. Investor’s full name and residential address is as it appears at the bottom of this Agreement. b. Investor Documents. Investor is purchasing the Company’s Securities without being furnished any information, representations or offering materials other than the Investor Documents and acknowledges that such offering and such Investor Documents have not been scrutinized by the federal Securities & Exchange Commission (“SEC”) nor any state agency. c. Purchase for Own Account. Investor is purchasing the Securities in his/her/its own name and for his/her/its own account (or for a trust account if he/she/it is a trustee), and no other person has any interest in (or right with respect to) the Securities, nor has Investor agreed to give any person any such interest or right in the future. Investor is acquiring the Securities for investment and not with a view to, or for sale in connection with, any distribution of the Securities. d. No Registration. Investor recognizes that the Securities have not been registered under the Federal Securities Act of 1933 (or any other securities law) or qualified under the California Corporate Securities Law of 1968 nor any state Blue Sky Law, that any disposition of the Securities is subject to restrictions imposed by federal and state law, and that the certificates representing the Securities may bear a restrictive legend. Investor understands that he/she/it has no right to require registration under the Act or any state Blue Sky Law. e. Risk of No Exemption. Investor also recognize that he/she/it cannot dispose of the Securities absent registration and qualification, or an available exemption from registration and qualification, and that no undertaking has been made with regard to registering or qualifying the Securities in the future. Investor understands that the availability of an exemption in the future will depend in part on circumstances outside Investor’s control and that Investor may be required to hold the Securities for a substantial period. Investor further understands that the right to transfer his/her/its Securities will be restricted, including a restriction against transfers unless he/she/it submits to the Company an opinion of an attorney – which is acceptable to Company in its sole discretion – stating that the proposed transfer is registered or exempt from registration pursuant to the Federal Securities Act of 1933 and all relevant state Blue Sky Laws; f. No Public Market. Investor recognizes that no public market exists with respect to the Securities and no representation has been made to Investor that such a public market will exist at
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a future date. g. No Endorsement by State. Investor understands that the California Commissioner of Corporations has made no finding or determination relating to the fairness for investment of the Securities offered by the Company and that the Commissioner has not and will not recommend or endorse the Securities. Investor understands that no agency of either the federal government or any other state government has made a finding or determination relating to the fairness for investment of the Securities offered by the Company and that those agencies have not and will not recommend or endorse the Securities. h. No Advertisements. Investor has not seen or received any advertisement or general solicitation with respect to the sale of the Securities. i. Liquidity. Investor realizes that, since the Securities cannot be readily sold and has no public market, he/she/it may not be able to sell or dispose of his/her/its Securities and, therefore, that he/she/it must not purchase the Securities unless he/she/it has liquid assets sufficient to assure himself/herself that such purchase will cause him/her no undue financial difficulties; j. Opportunity for Questions. Investor acknowledges that before this transaction Investor has been given the opportunity to ask questions concerning the Securities and the investment as Investor felt necessary or advisable, and to the extent Investor took advantage of that opportunity, Investor received satisfactory information and answers. k. Financial Suitability. An investor in AG&T, Inc. must either comply with the criteria for being (a) a qualified investor or (b) an accredited investor. Investor represents and warrants that Investor, either individually or with a spouse, satisfies one of the first two following conditions: i. With respect to net worth and income, a Qualified Investor either: (1) has a minimum net worth of at least $250,000 and had minimum gross income of $100,000 during the last tax year and will have (based on a good faith estimate) minimum gross income of $100,000 during the current tax year, OR (2) in the alternative, has a minimum net worth of $500,000, IN EITHER CASE (3) with net worth determined exclusive of homes, home furnishings and automobiles; AND (4) provided that in either case the investment does not exceed 10 percent of the net worth of Investor. ii. With respect to net worth and income, an Accredited Investor either: (1) has a minimum annual income of at least $200,000 in each of the two most recent years, and the expectation of such income in the current year, OR (2) jointly with a spouse, a minimum annual income of at least $300,000 in each of the two most recent years, and the expectation of such income in the current year; OR (3) net worth, either individually or with a spouse, including home(s), investments and all property and other assets, of at least $1,000,000. l. Re-sale. Investor agrees to the following requirements regarding re-sale or transfer of the Securities: i. Subsequent purchasers must be given the original offering materials with any appropriate updates in an addendum; ii. Subsequent purchasers must be California residents and meet the same Financial Suitability standards set out above; iii. Any re-sale or transfer may occur no sooner than nine (9) months after the last sale in the offering in which Investor bought these Securities;
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iv. The re-sale or transfer (1) is not accompanied by the publication of any advertisement and (2) is not effected by or through a broker-dealer in a public offering. m. Risk. In reaching the decision to invest, Investor has carefully evaluated his/her/its financial resources and investment position and the risks associated with this investment, and Investor acknowledges that he/she/it is able to bear the economic risks of this investment. BY ELECTING TO PARTICIPATE IN THIS INVESTMENT, INVESTOR REALIZES THAT IT IS POSSIBLE THAT HE/SHE/IT MAY LOSE THE ENTIRE INVESTMENT. Investor further acknowledges that his/her/its financial condition is such that Investor is not under any present necessity or constraint to dispose of the Securities to satisfy any existing or contemplated debt or undertaking. n. Advice of Counsel. Investor acknowledges that any legal counsel for the Company is legal counsel solely for the Company regarding this investment and not for Investor, and that Investor may want to have his/her/its own legal counsel review this Agreement before signing. Investor acknowledges that any accounting firm for the Company is the accounting firm solely for the Company and not for Investor, and that Investor may want to have his/her/its own accountant review this Agreement before signing. o. Change in Circumstances. All information which Investor has provided to the Company concerning himself/herself, his/her/its financial position, and his/her/its knowledge of financial and business matters is correct and complete as of the date set forth below and, if there should be any material change in such information prior to his/her/its having paid his/her/its subscription in full, that he/she/it must immediately provide the Company with such information and Company has the right to terminate this Subscription Agreement without penalty. p. Dilution. Investor understands that the Company may decide to issue additional stock in the future and that if that happens the percentage of ownership that each shareholder owns of the Company will be decreased on a pro-rata basis. q. Arbitration. Arbitration. ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SECURITIES THAT INVOLVES THE COMPANY, ITS PRINCIPALS, OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, BROKERS, ATTORNEYS OR AGENTS -- INCLUDING FEDERAL AND STATE STATUTORY CLAIMS -- SHALL BE SETTLED EXCLUSIVELY BY ARBITRATION IN SAN FRANCISCO, CALIFORNIA IN ACCORDANCE WITH THE COMMERCIAL RULES OF THE AMERICAN ARBITRATION ASSOCIATION, AND JUDGMENT UPON THE AWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. THE PARTIES AGREE THAT CLASS-ACTION ARBITRATION IS SPECIFICALLY PROHIBITED. If any portion of this agreement is found to be invalid, then the narrowest segment possible of that portion shall be held to be excised from this agreement, and the remainder of this agreement will continue in full force and effect. 11. General Provisions a. Whole Agreement. This Agreement contains the entire understanding of the parties and supersedes all prior oral and written agreements, understandings, commitments, representations and practices between the parties. b. Authority. The undersigned warrants that he/she has full legal authority to sign for his/her respective party and that such party is lawfully empowered to enter into this Agreement. c. Successors. Except as may be otherwise specified in this Agreement, this Agreement will inure to the benefit of and be binding on any successors or assigns of either party. d. Invalidity. If any portion of this Agreement is found to be invalid, then the narrowest segment
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possible of that portion shall be held to be excised from this Agreement, and the remainder of this Agreement will continue in full force and effect. e. Modification and Waiver. This Agreement may not be modified except by a writing signed by the parties. No waiver of this Agreement will be effective unless made by a signed writing. No waiver will be a continuing waiver unless so stated in a signed writing. f. Assignment. Neither party may assign its rights under this Agreement without the prior written consent of the other party. g. Governing Law. This Agreement shall be governed by and interpreted under the laws of the State of California, excluding its conflicts-of-law provisions. h. Venue. Any litigation or arbitration arising from or relating to this Agreement shall be brought exclusively in the venue proper for an individual residing in San Francisco, California and the parties agree that any action relating to or arising out of this Agreement shall be instituted and prosecuted only in those courts. The Parties hereby expressly waive any right to a change in venue and any and all objections to the jurisdiction of those state and federal courts. i. Construction. Each Party and/or the respective attorneys of each Party, has carefully reviewed, or has had an opportunity to review, this Agreement. Accordingly, the Parties agree that the normal rule of construction that any ambiguities are to be resolved against the drafting Party shall not be utilized in the interpretation of this Agreement. j. Counterparts. This Agreement may be executed in counterparts and by faxed signatures, and each counterpart shall be considered a duplicate original of the parties’ Agreement.
Date:
, 200__
______________________________________________ Signature of Subscriber ______________________________________________ (Please type or print name of Subscriber as it appears above) ______________________________________________ Social Security or Employer Identification Number of Subscriber ______________________________________________ Street Address _______________________________________________ City State Zip
If Subscriber has a spouse and Subscriber wants the spouse’s name to also appear on the stock certificate, Subscriber’s spouse must complete the following:
Date:
, 200__ 5
______________________________________________ Signature of Subscriber’s Spouse ______________________________________________ (Please type or print name of Subscriber’s Spouse as it appears ______________________________________________ Social Security or Employer Identification Number of Subscriber’s Spouse ______________________________________________ Street Address of Subscriber’s Spouse (if applicable) ______________________________________________ City State Zip
**IMPORTANT**
Please print below exactly how you want your name(s) listed on your certificate:
ACCEPTED BY AMERICAN GAS & TECHNOLOGIES, INC. By: Title: Date: , 200__
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This Subscription Agreement (“Agreement”) is made by and between American Gas & Technologies, Inc., a California corporation (“Company”), and the undersigned investor (“Investor”).
SUMMARY OF THE OFFERING 1. American Gas & Technologies, Inc., a California corporation, (“Company”) is raising $5,000,000 (“Maximum Offering”) for 10.638 % (1,000,000 shares) of the Company’s common stock. The offering will start on the filing of the First Notice for this 25102(n) offering and will end on the sooner of six months from the date of that First Filing or when the Maximum Offering Amount has been raised (“End of the Offering”). The minimum purchase for each investor will be $5,000. 2. Once sufficient investors have signed subscription agreements to generate the first $1,000,000, the Company may issue stock to those investors and spend that $1,000,000 in accordance with the Investor Documents (as identified below). Even if insufficient investors sign subscription agreements to generate the remaining $4,000,000, all investor subscription agreements will be honored and stock will be issued to those investors, but in all situations the Company reserves the right to make additional offerings. 3. Qualified investors generally will be accepted on a first-come, first-served basis, subject to the Company’s right to decline any investor or investment. Once the Maximum Offering Amount is reached, no further investors will be accepted for this offering, although they may be accepted for later offerings. 4. Due to the requirements to register securities filings on a state-by-state basis, the offering will be available only to suitable investors residing in the state of California or residing outside the United States. Prior to investing, each investor must first complete an investor questionnaire showing that the investor meets the suitability requirements. . NOW THEREFORE, IT IS AGREED AS FOLLOWS: 5. Investor Documents. Investor has carefully reviewed the following Investor Documents: the Company’s Limited Public Offering document dated March 17, 2008, the Company’s business plan dated March 2008, the Company’s Executive Summary, and an accountant’s letter dated February 25, 2008. Investor has received the Investor Documents, has carefully read each Investor Document and any schedules or exhibits, and represents and warrants that Investor has relied only on the information contained there in making this investment decision and on no other documents or communications. 6. Forward-Looking Statements. This provision is being included in connection with the safe harbor provision of the Private Securities Litigation Reform Act. The Investor Documents contain forwardlooking statements. Such statements are based upon management’s current expectations, beliefs, and assumptions about future events, and are other than statements of historical fact and involve a number of risks and uncertainties. The use in the Investor Documents of words such as “believes,” “anticipates,” “expects,” “intends” and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. In addition to those factors discussed in the Investor Documents, important factors that could cause actual results to differ materially from those in forward-looking statements are, among others, the market’s acceptance of the Company’s services and products, competition and the availability of financing. 7. Subscription. Investor applies to purchase shares of common stock of the Company
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(“Securities”) for the total price of $_________________. Investor’s Subscription Agreement may be rejected for any reason by the Company. The Company need not specify a reason for its rejection of any Subscription Agreement. Payment for the Securities may be made by check or money order and is due within seven (7) days after Company has notified Investor that Company has accepted the Investor’s signed subscription agreement. 8. Binding Effect and Irrevocability. It is understood that this Subscription Agreement is not binding on the Company unless and until it is accepted by the Company as evidenced by countersignature below. The Company reserves the right to reject any subscription agreement for any reason or no reason at all – and the Company is not required to give any reason. Investor agrees that this Subscription Agreement shall be irrevocable until the end of the offering period. 9. Right of First Refusal. Investor will notify Company in writing of the existence and terms of any proposed sale (or transfer for consideration) of Securities to a third party, and hereby grants Company a right to acquire some or all of that Securities on the same terms within thirty (30) days of the notice. Investor agrees that all such proposed sales or transfers will be negotiated in good faith as arms’-length transactions. 10. Representations. Investor represents and warrants as follows: a. Name, Address and Social Security Number. Investor’s full name and residential address is as it appears at the bottom of this Agreement. b. Investor Documents. Investor is purchasing the Company’s Securities without being furnished any information, representations or offering materials other than the Investor Documents and acknowledges that such offering and such Investor Documents have not been scrutinized by the federal Securities & Exchange Commission (“SEC”) nor any state agency. c. Purchase for Own Account. Investor is purchasing the Securities in his/her/its own name and for his/her/its own account (or for a trust account if he/she/it is a trustee), and no other person has any interest in (or right with respect to) the Securities, nor has Investor agreed to give any person any such interest or right in the future. Investor is acquiring the Securities for investment and not with a view to, or for sale in connection with, any distribution of the Securities. d. No Registration. Investor recognizes that the Securities have not been registered under the Federal Securities Act of 1933 (or any other securities law) or qualified under the California Corporate Securities Law of 1968 nor any state Blue Sky Law, that any disposition of the Securities is subject to restrictions imposed by federal and state law, and that the certificates representing the Securities may bear a restrictive legend. Investor understands that he/she/it has no right to require registration under the Act or any state Blue Sky Law. e. Risk of No Exemption. Investor also recognize that he/she/it cannot dispose of the Securities absent registration and qualification, or an available exemption from registration and qualification, and that no undertaking has been made with regard to registering or qualifying the Securities in the future. Investor understands that the availability of an exemption in the future will depend in part on circumstances outside Investor’s control and that Investor may be required to hold the Securities for a substantial period. Investor further understands that the right to transfer his/her/its Securities will be restricted, including a restriction against transfers unless he/she/it submits to the Company an opinion of an attorney – which is acceptable to Company in its sole discretion – stating that the proposed transfer is registered or exempt from registration pursuant to the Federal Securities Act of 1933 and all relevant state Blue Sky Laws; f. No Public Market. Investor recognizes that no public market exists with respect to the Securities and no representation has been made to Investor that such a public market will exist at
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a future date. g. No Endorsement by State. Investor understands that the California Commissioner of Corporations has made no finding or determination relating to the fairness for investment of the Securities offered by the Company and that the Commissioner has not and will not recommend or endorse the Securities. Investor understands that no agency of either the federal government or any other state government has made a finding or determination relating to the fairness for investment of the Securities offered by the Company and that those agencies have not and will not recommend or endorse the Securities. h. No Advertisements. Investor has not seen or received any advertisement or general solicitation with respect to the sale of the Securities. i. Liquidity. Investor realizes that, since the Securities cannot be readily sold and has no public market, he/she/it may not be able to sell or dispose of his/her/its Securities and, therefore, that he/she/it must not purchase the Securities unless he/she/it has liquid assets sufficient to assure himself/herself that such purchase will cause him/her no undue financial difficulties; j. Opportunity for Questions. Investor acknowledges that before this transaction Investor has been given the opportunity to ask questions concerning the Securities and the investment as Investor felt necessary or advisable, and to the extent Investor took advantage of that opportunity, Investor received satisfactory information and answers. k. Financial Suitability. An investor in AG&T, Inc. must either comply with the criteria for being (a) a qualified investor or (b) an accredited investor. Investor represents and warrants that Investor, either individually or with a spouse, satisfies one of the first two following conditions: i. With respect to net worth and income, a Qualified Investor either: (1) has a minimum net worth of at least $250,000 and had minimum gross income of $100,000 during the last tax year and will have (based on a good faith estimate) minimum gross income of $100,000 during the current tax year, OR (2) in the alternative, has a minimum net worth of $500,000, IN EITHER CASE (3) with net worth determined exclusive of homes, home furnishings and automobiles; AND (4) provided that in either case the investment does not exceed 10 percent of the net worth of Investor. ii. With respect to net worth and income, an Accredited Investor either: (1) has a minimum annual income of at least $200,000 in each of the two most recent years, and the expectation of such income in the current year, OR (2) jointly with a spouse, a minimum annual income of at least $300,000 in each of the two most recent years, and the expectation of such income in the current year; OR (3) net worth, either individually or with a spouse, including home(s), investments and all property and other assets, of at least $1,000,000. l. Re-sale. Investor agrees to the following requirements regarding re-sale or transfer of the Securities: i. Subsequent purchasers must be given the original offering materials with any appropriate updates in an addendum; ii. Subsequent purchasers must be California residents and meet the same Financial Suitability standards set out above; iii. Any re-sale or transfer may occur no sooner than nine (9) months after the last sale in the offering in which Investor bought these Securities;
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iv. The re-sale or transfer (1) is not accompanied by the publication of any advertisement and (2) is not effected by or through a broker-dealer in a public offering. m. Risk. In reaching the decision to invest, Investor has carefully evaluated his/her/its financial resources and investment position and the risks associated with this investment, and Investor acknowledges that he/she/it is able to bear the economic risks of this investment. BY ELECTING TO PARTICIPATE IN THIS INVESTMENT, INVESTOR REALIZES THAT IT IS POSSIBLE THAT HE/SHE/IT MAY LOSE THE ENTIRE INVESTMENT. Investor further acknowledges that his/her/its financial condition is such that Investor is not under any present necessity or constraint to dispose of the Securities to satisfy any existing or contemplated debt or undertaking. n. Advice of Counsel. Investor acknowledges that any legal counsel for the Company is legal counsel solely for the Company regarding this investment and not for Investor, and that Investor may want to have his/her/its own legal counsel review this Agreement before signing. Investor acknowledges that any accounting firm for the Company is the accounting firm solely for the Company and not for Investor, and that Investor may want to have his/her/its own accountant review this Agreement before signing. o. Change in Circumstances. All information which Investor has provided to the Company concerning himself/herself, his/her/its financial position, and his/her/its knowledge of financial and business matters is correct and complete as of the date set forth below and, if there should be any material change in such information prior to his/her/its having paid his/her/its subscription in full, that he/she/it must immediately provide the Company with such information and Company has the right to terminate this Subscription Agreement without penalty. p. Dilution. Investor understands that the Company may decide to issue additional stock in the future and that if that happens the percentage of ownership that each shareholder owns of the Company will be decreased on a pro-rata basis. q. Arbitration. Arbitration. ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SECURITIES THAT INVOLVES THE COMPANY, ITS PRINCIPALS, OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, BROKERS, ATTORNEYS OR AGENTS -- INCLUDING FEDERAL AND STATE STATUTORY CLAIMS -- SHALL BE SETTLED EXCLUSIVELY BY ARBITRATION IN SAN FRANCISCO, CALIFORNIA IN ACCORDANCE WITH THE COMMERCIAL RULES OF THE AMERICAN ARBITRATION ASSOCIATION, AND JUDGMENT UPON THE AWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. THE PARTIES AGREE THAT CLASS-ACTION ARBITRATION IS SPECIFICALLY PROHIBITED. If any portion of this agreement is found to be invalid, then the narrowest segment possible of that portion shall be held to be excised from this agreement, and the remainder of this agreement will continue in full force and effect. 11. General Provisions a. Whole Agreement. This Agreement contains the entire understanding of the parties and supersedes all prior oral and written agreements, understandings, commitments, representations and practices between the parties. b. Authority. The undersigned warrants that he/she has full legal authority to sign for his/her respective party and that such party is lawfully empowered to enter into this Agreement. c. Successors. Except as may be otherwise specified in this Agreement, this Agreement will inure to the benefit of and be binding on any successors or assigns of either party. d. Invalidity. If any portion of this Agreement is found to be invalid, then the narrowest segment
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possible of that portion shall be held to be excised from this Agreement, and the remainder of this Agreement will continue in full force and effect. e. Modification and Waiver. This Agreement may not be modified except by a writing signed by the parties. No waiver of this Agreement will be effective unless made by a signed writing. No waiver will be a continuing waiver unless so stated in a signed writing. f. Assignment. Neither party may assign its rights under this Agreement without the prior written consent of the other party. g. Governing Law. This Agreement shall be governed by and interpreted under the laws of the State of California, excluding its conflicts-of-law provisions. h. Venue. Any litigation or arbitration arising from or relating to this Agreement shall be brought exclusively in the venue proper for an individual residing in San Francisco, California and the parties agree that any action relating to or arising out of this Agreement shall be instituted and prosecuted only in those courts. The Parties hereby expressly waive any right to a change in venue and any and all objections to the jurisdiction of those state and federal courts. i. Construction. Each Party and/or the respective attorneys of each Party, has carefully reviewed, or has had an opportunity to review, this Agreement. Accordingly, the Parties agree that the normal rule of construction that any ambiguities are to be resolved against the drafting Party shall not be utilized in the interpretation of this Agreement. j. Counterparts. This Agreement may be executed in counterparts and by faxed signatures, and each counterpart shall be considered a duplicate original of the parties’ Agreement.
Date:
, 200__
______________________________________________ Signature of Subscriber ______________________________________________ (Please type or print name of Subscriber as it appears above) ______________________________________________ Social Security or Employer Identification Number of Subscriber ______________________________________________ Street Address _______________________________________________ City State Zip
If Subscriber has a spouse and Subscriber wants the spouse’s name to also appear on the stock certificate, Subscriber’s spouse must complete the following:
Date:
, 200__ 5
______________________________________________ Signature of Subscriber’s Spouse ______________________________________________ (Please type or print name of Subscriber’s Spouse as it appears ______________________________________________ Social Security or Employer Identification Number of Subscriber’s Spouse ______________________________________________ Street Address of Subscriber’s Spouse (if applicable) ______________________________________________ City State Zip
**IMPORTANT**
Please print below exactly how you want your name(s) listed on your certificate:
ACCEPTED BY AMERICAN GAS & TECHNOLOGIES, INC. By: Title: Date: , 200__
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