FOR SHARES OF COMMON STOCK
OF
CAREADVANTAGE,
INC.
A Delaware
Corporation
THE SHARES OF
COMMON STOCK (THE “SHARES”) OF CAREADVANTAGE, INC., A
DELAWARE CORPORATION (THE “CORPORATION”) HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), NOR UNDER THE
SECURITIES LAWS OF ANY OTHER COUNTRY, AND THE COMPANY IS UNDER NO
OBLIGATION TO REGISTER THE SHARES UNDER THE SECURITIES ACT OR ANY
SUCH OTHER LAWS IN THE FUTURE. THE SHARES ARE BEING
OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SECTION
4(2) OF THE SECURITIES ACT AND REGULATION D (“REGULATION
D”) PROMULGATED THEREUNDER OR REGULATION S PROMULGATED
THEREUNDER.
THESE SHARES
ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY
NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE
SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM. THE PURCHASE OF THE SECURITIES OFFERED HEREBY
INVOLVES SIGNIFICANT RISKS. THE SHARES OF ANY SUBSCRIBER
THAT IS A NON U.S. PERSON MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES OR TO ANY U.S. PERSON UNLESS THE SHARES ARE REGISTERED OR
EXEMPT FROM REGISTRATION AND THE COMPANY HAS GIVEN ITS EXPRESS
WRITTEN APPROVAL OF SUCH AN OFFER OR SALE. NO SUCH
SUBSCRIBER SHALL UNDERTAKE ANY HEDGING TRANSACTIONS INVOLVING THE
SHARES EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT.
INVESTORS
SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL
RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF
TIME. IN MAKING AN INVESTMENT DECISION INVESTORS MUST
RELY ON THEIR OWN EXAMINATION OF THE SHARES AND THE TERMS OF THE
OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE
SHARES BEING OFFERED HEREBY HAVE NOT BEEN RECOMMENDED BY ANY
FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY
AUTHORITY. FURTHERMORE THE FOREGOING AUTHORITIES HAVE
NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS
DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THIS OFFERING
IS ONLY TO PERSONS WHO SATISFY THE DEFINITION OF ACCREDITED
INVESTOR FOR PURPOSES OF THE SECURITIES ACT AND ONLY SUBSCRIPTIONS
BY SUCH ACCREDITED INVESTORS WILL BE ACCEPTED.
CAREADVANTAGE,
INC.
SUBSCRIPTION
AGREEMENT
CareAdvantage
Inc.
485-C Route 1
South
Iselin, New
Jersey 08830
This Stock
Purchase and Subscription Agreement (the “Agreement”)
is being furnished to CareAdvantage, Inc. (the
“Corporation”), a corporation organized under the laws
of the State of Delaware, by the undersigned subscriber (the
“Investor”) in connection with an offering by the
Corporation to sell shares (the “Shares”) of its common
stock, par value $0.001 per share, (the “Common
Stock”). This offering is being made only to
persons or entities who are “accredited investors” as
defined below. The Investor hereby agrees to purchase
Shares in a private transaction, as described herein.
In
consideration for the acceptance by the Corporation of this
Agreement, the Investor hereby agrees, covenants, represents and
warrants as follows:
1.
Subscription . Subject to the terms of this
Agreement, the Investor hereby subscribes for __________________
Shares for a purchase price per share of $0.005 and an aggregate
purchase price of $_____________(the “Subscription
Price”). The Subscription Price for the Shares
shall be paid concurrently with the execution of this
Agreement.
2.
Acceptance or Rejection of Subscription . The
Corporation has the right to reject this subscription for the
Shares, in whole or in part for any reason. In the event
of the rejection of this subscription, the Investor’s payment
of the Subscription Price will be promptly returned to the Investor
without interest or deduction and this Agreement shall have no
force or effect.
3.
Representation and Warranties of the Investor .
(a) The
Investor is acquiring the Shares solely for investment, solely for
the Investor’s own account, not for the account of any other
person, and not for distribution, assignment or resale to others
and no other person has a direct or indirect beneficial interest in
any Shares so acquired.
(b) The
Investor has carefully read this Agreement and, to the extent the
Investor believes necessary, has discussed with the
Investor’s professional and tax advisors with respect to the
financial and tax consequences of an investment in the Corporation,
as well as the suitability of this investment, based on the
Investor’s individual circumstances. The Investor
acknowledges that the Investor has not received any income tax or
other tax advice from the Corporation, its officers, employees,
legal counsel or any other representative of the Corporation, and
the Investor is not relying on any tax or other legal advice other
than advice provided from his own professional and tax
advisors.
(c) Investor
represents and acknowledges that the Investor has had a reasonable
opportunity, at a reasonable time prior to the Investor’s
investment in the Corporation, to ask questions of and receive
answers from the Corporation or other representative of the
Corporation concerning the terms and conditions of the offering of
the Shares, and the Corporation and its operations, and all such
questions have been answered to the Investor’s full
satisfaction. The Investor further acknowledges that the
Investor has had a reasonable opportunity to obtain any relevant
information which the Corporation possesses or can acquire without
unreasonable effort or expense.
(d) The
Investor represents and acknowledges that no oral representations
have been made in connection with the offering of the Shares which
are in any manner inconsistent with the materials that have been
disclosed to the Investor.
(e) The
Investor has neither relied upon nor seen any form of advertising
or general or public solicitation, including communications
published in or broadcasted by any print or electronic medium and
mass mailings, in connection with the offering of the Shares, and
are aware of no such solicitation or advertisement received by
others.
(f) The
Investor is an “accredited investor” within the meaning
of Rule 501 of Regulation D under the Securities Act of 1933, as
amended (the “Securities Act”), and has checked the
box(es) below which are next to the category or categories under
which the Investor qualifies as an accredited investor:
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A natural
person with individual net worth (or joint net worth with spouse)
in excess of $1 million. For purposes of this item, “net
worth” means the excess of total assets at fair market value,
including home, home furnishings and automobiles (and including
property owned by a spouse), over total liabilities.
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A natural
person with individual income (without including any income of the
Investor’s spouse) in excess of $200,000, or joint income
with spouse in excess of $300,000, in each of the two most recent
years and who reasonably expects to reach the same income level in
the current year.
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A director or
executive officer of the Company.
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a bank, savings
and loan association, building and loan association, cooperative
bank, homestead association or similar institution which is
supervised and examined by state or federal authority having
supervision over any such institutions, acting in its individual or
fiduciary capacity.
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a registered
broker or dealer.
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an employee
benefit plan within the meaning of Title 1 of the Employee
Retirement Income Security Act of 1974, if the investment decision
is made by a plan fiduciary that is a savings and loan association,
if the employee benefit plan has total assets in excess of
$5,000,000, or if the plan is a self-directed plan with investment
decisions made solely by persons that are accredited
investors.
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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.
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a private
business development company as defined in Section 202(a)(22) of
the Investment Advisors Act of 1940, as amended.
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a corporation,
Massachusetts or similar business trust, partnership, or an
organization described in Section 501(c)(3) of the Internal Revenue
Code not formed for the specific purpose of acquiring the
securities offered, with total assets in excess of
$5,000,000.
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a trust with
total assets in excess of $5,000,000, not formed for the
specific purpose of acquiring the securities offered, whose
purchase is directed by a sophisticated person.
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An entity,
including a grantor trust, in which all of the equity owners are
accredited investors (for this purpose, a beneficiary of a trust is
not an equity owner, but the grantor of a grantor trust
is an equity owner).
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(g) The
Investor satisfies the requirements set forth below, indicated by a
check mark in the appropriate box(es):
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The Investor
has the financial means to make an investment in the Corporation;
the Investor is able to bear the economic risk of an investment in
the Corporation; and the Investor’s present financial
condition is such that the Investor is under no present or
contemplated future need to dispose of any portion of the Shares to
satisfy any existing or contemplated undertaking, need or
indebtedness; or
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The Investor
has such knowledge and experience in business and financial matters
as will enable the Investor to utilize the information made
available to the Investor to evaluate the merits and risks of the
prospective investment in the Shares and to make an informed
investment decision.
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(h) The
Investor, if an individual, has his or her principal residence in
the state listed on the signature page hereof, and if an entity,
has its principal office in the state listed on the signature page
hereof, and has no present intention of changing such residence or
principal office.
(i) The
Investor acknowledges that an investment in the Corporation
involves a high degree of risk, and, having made Investor’s
own evaluation of the risks associated with this investment, the
Investor is aware and has been advised that the Investor must bear
the economic risks of a purchase of the Shares
indefinitely.
(j) Investor
acknowledges that: the Shares have not been registered under the
Securities Act and any applicable State securities laws (the
“State Acts”), and are being offered and sold pursuant
to exemptions from registration under the Act by virtue of Section
4(2) of the Act and/or the provisions of Regulation D promulgated
thereunder, and such exemptions depend in part upon the accuracy of
the statements, representations and agreements made by the Investor
in this Agreement. The Investor understands that the
merits of investment in the Shares have not been reviewed by,
passed on, or submitted for review to any federal or state agency
or other regulatory organization.
(k) The
Investor understands that there is not a market for the Shares,
that none may develop, and that limited rights exist to transfer
the Shares.
(l) The
Investor is aware that the Corporation may offer and sell
additional shares of Common Stock in the future, thereby diluting
the Investor’s percentage equity ownership of the
Corporation.
(m) If
the Investor is an individual, the Investor represents that he or
she is over 21 years of age and has the capacity to execute,
deliver and perform this Agreement; if the Investor is an entity,
the person executing this Agreement has all requisite power and
authority to execute, deliver and perform the obligations under
this Agreement and to subscribe for and purchase or otherwise
acquire the Shares on behalf of the Investor, and the execution of
this Agreement has been authorized by all necessary corporate or
other action.
(n) The
foregoing representations and warranties and all other information
which the Investor has provided to the Corporation concerning such
Investor, the financial position of the Investor, and the
Investor's knowledge of financial and business matters, or in the
case of persons investing as joint tenants or a corporation,
partnership, trust or other entity, the knowledge of financial and
business matters of the person making the investment decision on
behalf of such joint tenants or entity, including all information
contained herein, are true and accurate as of this date and shall
be true and accurate as of the date of the issuance of the
Shares. If in any respect such representations,
warranties or information shall not be true and accurate at any
time prior to the Investor's admission to the Corporation, the
Investor will give written notice of such fact to the Corporation,
specifying which representations, warranties or information are not
true and accurate and the reasons therefor.
4.
Covenants of the Investor . The
Investor covenants and agrees that the Investor will not take, or
cause to be taken any action with respect to the Shares that would
cause the Investor to be deemed an “underwriter” as
defined in Section 2(11) of the Securities Act.
5.
Investor Questionnaire . In connection with this
subscription, the Investor has provided information to the Company
regarding his status as an accredited investor pursuant to Section
3 of this Agreement. The Investor understands and
acknowledges that the Corporation is relying on the accuracy of the
information set forth in the investor questionnaire contained in
Section 3 of this Agreement in complying with applicable federal
and state securities laws and represents and warrants that such
information is complete and correct.
6.
Indemnification . The Investor
understan
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