LIFE NUTRITION PRODUCTS,
INC.
A Delaware
corporation
SUBSCRIPTION BOOKLET AND
INSTRUCTIONS
SUBSCRIPTION INSTRUCTIONS
Attached is the Subscription Agreement (the
"Subscription Agreement") relating to the purchase of units of
common stock Life Nutrition Products, Inc., a Delaware corporation
(the "Company"). The Company is offering common stock units (the
“Units”) comprised of 150,000 shares of common stock
per Unit for an investment of $10,000.00 per Unit. We are seeking
to raise a minimum of $200,000 and a maximum of $500,000. The Units
are being offered pursuant to the Company's private placement
memorandum (“Private Placement Memorandum”) dated as of
December 3, 2007, as amended from time to time by the
Company.
A
prospective investor desiring to subscribe for a Unit must complete
and execute the Subscription Agreement in accordance with the
instructions herein and send this completed Subscription Booklet
and payment for the relevant Unit as follows:
1.
Verification of Investor Suitability: Please initial the
appropriate boxes in Section 2 of the Subscription Agreement (Page
4) and Appendix A to the Subscription Agreement to verify whether
the prospective investor is suitable to purchase the
Unit
2.
Subscription for Unit: Please indicate in Section 4 of the
Subscription Agreement (Page 4) the number of Units to be
purchased.
3.
Investor Information: Please complete Section 7 of the Subscription
Agreement (Page 5) by providing the relevant name, address and
contact information.
4. Signature
Page. Please date and sign the signature page to this Subscription
Agreement (Page 6).
Once the Subscription Booklet is
fully completed and executed, the Subscription Booklet and the
payment for the Unit should be sent to:
Life Nutrition Products, Inc.
121 Monmouth Street, Suite A
Red Bank, New Jersey 07701
(732) 758-1577
Attention: Michael Salerno
Payment via wire transfer is
preferred. Wire Instructions are as follows:
Amboy National
Bank
36 Monmouth Street
Red Bank, NJ 07701
Life Nutrition Products,
Inc
Refer to: Holding
Account
ABA#: 021204416 Account #:
15106152
SUBSCRIPTION
AGREEMENT
Pursuant to the terms and conditions of this
Subscription Agreement (this "Agreement"), the undersigned hereby
subscribes to purchase common stock of Life Nutrition Products,
Inc., a Delaware corporation (the "Company"), in accordance with
the Company's Private Placement Memorandum.
1. REPRESENTATIONS AND WARRANTIES.
The undersigned represents and
warrants to the Company and its Board of Directors as
follows:
(a) The undersigned has received,
read and fully understands the Private Placement Memorandum. The
undersigned and the undersigned’s advisors have been
furnished all materials relating to the Company and all matters set
forth in the Private Placement Memorandum which have been
requested, and have been afforded an opportunity to ask questions
of and receive answers from the Company or its representatives
regarding the Private Placement Memorandum, any requested materials
relating to the Company and/or the Private Placement Memorandum,
and to obtain any additional information necessary to verify the
accuracy of any representations or information set forth in the
Private Placement Memorandum, such additional requested materials
or such additional information requested of the Company or/and its
representatives. In making an investment in the Units, the
undersigned is relying only on the information provided in the
Private Placement Memorandum and any such requested additional
materials or inquiries and has not relied on any statements or
representations inconsistent with those contained in the Private
Placement Memorandum, or such additional materials and advice, if
any.
(b) The undersigned is aware that
this subscription may be rejected in whole or in part by the
Company in its sole and absolute discretion and that the
investment, if accepted, is subject to certain risks described in
part in the Private Placement Memorandum in the section entitled
"Risks Factors."
(c) The undersigned understands
that: (i) the common stock Units have not been registered under the
Securities Act of 1933 (“Securities Act”) or under the
securities laws of any state; (ii) the undersigned has no right to
require such registration and that the Units cannot be sold unless
they are registered under applicable federal and state securities
laws or unless exemptions from registrations are available; (iii)
it may not be possible to readily liquidate an investment in the
Company; (iv) there is currently no public market for the Units;
(v) there is no guaranty a public market for the Units will
develop; (vi) even if a potential buyer could be found, the
transferability of the Units is restricted by state and federal
securities laws; and (viii) any sale or transfer of Units, if the
Units were registered under applicable federal or state securities
laws, or if an exemption from such registration were available,
would also require the prior written consent of the Company, which
consent could be withheld in its sole and unfettered discretion. In
addition, the undersigned has liquid assets sufficient to assure
the undersigned that such purchase will cause the undersigned no
undue financial difficulties and that the undersigned can provide
for the undersigned's current needs and possible personal
contingencies, or if the undersigned is the trustee of a retirement
trust, that the limited liquidity of the Units will not cause
difficulty in meeting the trust's obligations to make distributions
to plan participants in a timely manner.
(d) The undersigned is of the age
of majority (as established in the state in which the undersigned
is domiciled), if an individual, and is a qualified investor
pursuant to the suitability standards set forth in the Private
Placement Memorandum, and, in any event, the undersigned has full
power, capacity and authority to enter into a contractual
relationship with the Company. If acting in a representative or
fiduciary capacity for a corporation, fund or trust, or as a
custodian or agent for any person or entity, the undersigned has
full power or authority to enter into this subscription agreement
in such capacity and on behalf of such corporation, fund, trust,
person or entity.
(e) The undersigned is buying the
Units solely for the undersigned's own account, or for the account
of a member or members of undersigned's immediate family or in a
fiduciary capacity for
2
the account
of another person or entity, and not as an agent for another, for
long-term investment of at least the duration elected herein and
absolutely not with the intention to resell, fractionalize or
divide the investment for any subsequent distribution in any manner
whatsoever.
(f) The undersigned acknowledges
and agrees that counsel representing the Company, the Board of
Directors and their affiliates does not represent the undersigned
and shall not be deemed under the applicable codes of professional
responsibility to have represented or to be representing the
undersigned or any other investor in any respect.
(g) To the extent that the
undersigned is purchasing the Units in a fiduciary capacity or as a
custodian for the account of another person or entity, the
undersigned has been directed by that person or entity to purchase
the Units, and such person or entity is aware of the purchase of
the Units on their behalf, and consents thereto and is aware of the
merits and risks involved in the investment in the Company and
acknowledges that the representations and warranties contained in
this Agreement shall be deemed to have been made on behalf of the
person o
