THIS PRIVATE PLACEMENT
SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN
OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO
ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"1933 ACT").
NONE OF THE SECURITIES
TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED
UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS
SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY,
IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT
IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933
ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933
ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING
THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
1933 ACT.
PRIVATE PLACEMENT
SUBSCRIPTION AGREEMENT
(Non U.S. Subscribers)
TO:
SOEFL Inc. (the
“Company”)
112 North Curry Street
Carson City, Nevada 89703
Purchase of
Units
1.
Subscription
1.1 The undersigned (the
“Subscriber”) hereby irrevocably subscribes for and
agrees to purchase ____________ units (the “Units”) at
a price of US$0.02 per Unit (such subscription and agreement to
purchase being the “Subscription”), for an aggregate
purchase price of US$____________ (the “Subscription
Proceeds”), which is tendered herewith, on the basis of the
representations and warranties and subject to the terms and
conditions set forth herein.
1.2 Each Unit will
consist of one common share in the capital of the Company (each, a
“Share”). The Shares are referred to herein as
the “Securities”.
1.3 The Company hereby
irrevocably agrees to sell, on the basis of the representations and
warranties and subject to the terms and conditions set forth
herein, to the Subscriber the Units. Subject to the terms
hereof, the Subscription will be effective upon its acceptance by
the Company.
1.4 Unless otherwise
provided, all dollar amounts referred to in this Subscription
Agreement are in lawful money of the United States of
America.
2.
Payment
2.1 The Subscription
Proceeds must accompany this Subscription, either in the form of
(a) a personal check payable or bank draft payable to the
Company’s counsel for the benefit (“FBO”) of the
Company [THOMAS C COOK FBO SOEFL INC.], or (b) a wire transfer
directly to the Company’s counsel for the benefit
(“FBO”) of the Company in accordance with wire
instructions to be provided upon request.
2.2 The Subscriber
acknowledges and agrees that this Subscription Agreement, the
Subscription Proceeds and any other documents delivered in
connection herewith may be held by the Company's lawyers on behalf
of the Company. In the event that this Subscription Agreement
is not accepted by the Company for whatever reason at its sole
discretion within 30 days of the delivery of an executed
Subscription Agreement by the Subscriber, this Subscription
Agreement, the Subscription Proceeds and any other documents
delivered in connection herewith will be returned to the Subscriber
at the address of the Subscriber as set forth in this Subscription
Agreement.
2.3 Where the
Subscription Proceeds are paid to the Company, the Company is
entitled to treat such Subscription Proceeds as an interest free
loan to the Company until such time as the Subscription is accepted
and the certificates representing the Shares have been issued to
the Subscriber.
3. Documents
Required from Subscriber
3.1 The Subscriber must
complete, sign and return to the Company two (2) executed copies of
this Subscription Agreement.
3.2 The Subscriber shall
complete, sign and return to the Company as soon as possible, on
request by the Company, any documents, questionnaires, notices and
undertakings as may be required by regulatory authorities, the OTC
Bulletin Board, stock exchanges and applicable law.
4.
Closing
4.1 Closing of the
offering of the Units (the “Closing”) shall occur on or
before December 31, 2008, or on such other date as may be
determined by the Company (the “Closing Date”).
The Company may, at its discretion, elect to close the
Offering in one or more closings, in which event the Company may
agree with one or more subscribers (including the Subscriber
hereunder) to complete delivery of the Shares to such subscriber(s)
against payment therefor at any time on or prior to the Closing
Date.
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5. Acknowledgements
of Subscriber
5.1 The Subscriber
acknowledges and agrees that:
(a)
none of the Securities
have been registered under the 1933 Act, or under any state
securities or “blue sky” laws of any state of the
United States, and, unless so registered, may not be offered or
sold in the United States or, directly or indirectly, to U.S.
Persons (as defined herein), except in accordance with the
provisions of Regulation S, pursuant to an effective registration
statement under the 1933 Act, or pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the 1933 Act and in each case only in accordance with applicable
state securities laws;
(b)
the Company has not
undertaken, and will have no obligation, to register any of the
Securities under the 1933 Act or any other securities
legislation;
(c)
the Subscriber has
received and carefully read this Subscription Agreement;
(d)
the decision to execute
this Subscription Agreement and purchase the Securities agreed to
be purchased hereunder has not been based upon any oral or written
representation as to fact or otherwise made by or on behalf of the
Company and such decision is based entirely upon a review of any
information which has been provided to the Subscriber, the
Subscriber's attorney and/or advisor(s), by the Company;
(e)
there are risks
associated with an investment in the Securities and the Subscriber
is aware of such risks and the Subscriber and the Subscriber's
advisor(s) have had a reasonable opportunity to ask questions of
and receive answers from the Company in connection with the sale of
the Securities hereunder, and to obtain additional information, to
the extent possessed or obtainable by the Company without
unreasonable effort or expense;
(f)
the books and records of
the Company were available upon reasonable notice for inspection,
subject to certain confidentiality restrictions, by the Subscriber
during reasonable business hours at its principal place of business
and that all documents, records and books in connection with the
sale of the Securities hereunder have been made available for
inspection by the Subscriber, the Subscriber's attorney and/or
advisor(s);
(g)
all of the information
which the Subscriber has provided to the Company is correct and
complete as of the date the Subscription Agreement is signed, and
if there should be any change in such information prior to this
Subscription Agreement being executed by the Company, the
Subscriber will immediately provide the Company with such
information;
(h)
the Company is entitled
to rely on the representations and warranties and the statements
and answers of the Subscriber contained in this Subscription
Agreement and the Subscriber will hold harmless the Company from
any loss or damage it or they may suffer as a result of the
Subscriber's failure to correctly complete this Subscription
Agreement;
(i)
the Subscriber will
indemnify and hold harmless the Company and, where applicable, its
respective directors, officers, employees, agents, advisors and
shareholders from and against any and all loss, liability, claim,
damage and expense whatsoever (including, but not limited to, any
and all fees, costs and expenses whatsoever reasonably incurred in
investigating, preparing or defending against any claim, lawsuit,
administrative proceeding or investigation whether commenced or
threatened) arising out of or based upon any representation or
warranty of the Subscriber contained herein, or in any document
furnished by the Subscriber to the Company in connection herewith
being untrue in any material respect or any breach or failure by
the Subscriber to comply with any covenant or agreement made by the
Subscriber to the Company in connection therewith;
(j)
the issuance and sale of
the Securities to the Subscriber will not be completed if it would
be unlawful or if, in the discretion of the Company acting
reasonably, it is not in the best interests of the
Company;
(k)
the Subscriber has been
advised to consult the Subscriber's own legal, tax and other
advisors with respect to the merits and risks of an investment in
the Securities and with respect to applicable resale restrictions,
and it is solely responsible (and the Company is not in any way
responsible) for compliance with:
i.
any applicable laws of
the jurisdiction in which the Subscriber is resident in connection
with the distribution of the Securities hereunder, and
ii.
applicable resale
restrictions;
(l)
none of the Securities
are listed on any stock exchange or automated dealer quotation
system and no representation has been made to the Subscriber that
any of the Securities will become listed on any stock exchange or
automated dealer quotation system, except that currently certain
market makers make market in the common shares of the Company on
the OTC Bulletin Board;
(m)
the Subscriber is outside
the United States when receiving and executing this Subscription
Agreement and is acquiring the Securities as principal for its own
account, for investment purposes only, and not with a view to, or
for, resale, distribution or fractionalization thereof, in whole or
in part, and no other person has a direct or indirect beneficial
interest in such Securities;
(n)
none of the Securities
may be offered or sold to a U.S. Person or for the account or
benefit of a U.S. Person (other than a distributor) prior to the
end of the Distribution Compliance Period (as defined in Regulation
S);
(o)
neither the SEC nor any
other securities commission or similar regulatory authority has
reviewed or passed on the merits of the Securities or has reviewed
any documents in connection with the sale of the Securities
hereunder;
(p)
the Company will refuse
to register the transfer of the Securities not made in accordance
with the provisions of Regulation S, pursuant to an effective
registration statement under the 1933 Act or pursuant to an
available exemption from the registration requirements of the 1933
Act and in each case in accordance with applicable state securities
laws;
(q)
there is no government or
other insurance covering any of the Securities;
(r)
the Subscriber has not
acquired the Securities as a result of, and will not itself engage
in, any “directed selling efforts” (as defined in
Regulation S under the 1933 Act) in the United States in respect of
any of the Securities which would include any activities undertaken
for the purpose of, or that could reasonably be expected to have
the effect of, conditioning the market in the United States for the
resale of any of the Securities; provided, however, that the
Subscriber may sell or otherwise dispose of any of the Securities
pursuant to registration of any of the Securities pursuant to the
1933 Act and any applicable state securities laws or under an
exemption from such registration requirements and as otherwise
provided herein;
(s)
the statutory and
regulatory basis for the exemption claimed for the offer and sale
of the Securities, although in technical compliance with Regulation
S, would not be available if the offering is part of a plan or
scheme to evade the registration provisions of the 1933 Act;
and
(t)
this Subscription
Agreement is not enforceable by the Subscriber unless it has been
accepted by the Company, and the Subscriber acknowledges and agrees
that the Company reserves the right to reject any Subscription for
any reason whatsoever.
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6. Representations, Warranties and Covenants of
the Subscriber
6.1 The Subscriber hereby
represents and warrants to and covenants with the Company (which
representations, warranties and covenants shall survive the
Closing) that:
(a)
the Subscriber is
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