EXHIBIT 10.1
OASIS ONLINE TECHNOLOGIES
CORP
Oasis Online Technologies Corp, a Minnesota corporation (the "
Company " or " Oasis "), is intending to sell to a
limited number of qualified investors an amount of shares of the
Company's common stock, par value $.01 per share (" Common
Stock "), such that in the aggregate the Company will raise up
to One Million Two Hundred Thousand Dollars ($1,200,000). The
actual closing of the sale may occur in multiple tranches, each at
the then public trading price for the Common Stock or at a price
negotiated by the Company and the investors. It is expected that
the initial closing will occur after receipt by Oasis of
subscriptions for not less than $100,000 (the " Initial
Closing "), and that subsequent closings will occur after
receipt of subscriptions for not less than an additional $200,000.
The specific timing and amount of the closings, as well as the
total dollar amount of the subscriptions accepted, will be
determined by the Company, in its sole discretion. Based on the
anticipated offering prices of between ten cents per share for the
first tranche and fifty cents for the last tranche, the Company
could be selling up to approximately 4.5 million shares of Common
Stock (the " Shares ") in the total offering.
The minimum subscription for the Shares by any investor is $25,000.
The Company reserves the right to accept or reject any
subscription, in whole or in part, and any subscription that is not
accepted will be returned without interest. Subscriptions received
by the Company will be placed in the Company's operating account,
as no escrow will be established. To the extent investors subscribe
for an amount greater than the Company desires to receive, any
excess amount shall be returned to the investors pro rata based
upon the number shares owned by such investor in relation to the
total number of shares owned by all investors whose subscriptions
have been accepted by the Company (as determined prior to the
purchase of any Shares). Please review the Company's Annual Report
on Form 10-K for the fiscal year ended June 30, 2008 (the "
Annual Report ") filed with the Securities and Exchange
Commission (the " SEC "), prior to your completion of the
Subscription Agreement.
We intend to use the money from the financing described herein for
general working capital purposes, including possibly funding
research and development efforts and pursuing joint ventures or
some form of collaboration with other entities who have interest in
our products, technology, product marketing or for any other
venture that the Company's managements deems appropriate and in the
best interest of the shareholders.
The Company is authorized to issue 100,000,000 shares of Common
Stock, of which 13,741,208 common shares are issued and
outstanding. The Company's Board of Directors has authorized an
increase in the issued and outstanding common shares of the
Company's Common Stock to permit the contemplated financing to
occur.
INSTRUCTIONS TO
INVESTORS
Persons wishing to subscribe for Shares in the Company must perform
the following:
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1.
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Complete and
execute the Subscription Agreement, inserting the date.
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2.
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Please indicate
the dollar amount of Shares (based on the price as noted above) you
wish to purchase and include the purchase price in Section 1 of the
Subscription Agreement (on page 3).
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3.
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Make a check
payable to:
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"Oasis Online
Technologies Corp".
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4.
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Mail or send
via overnight courier the check to:
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Oasis Online
Technologies Corp
4710 E Falcon Drive
Suite 213
Mesa, AZ 85213
Attention: John Venette, CFO
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Please note that the Initial Closing
is expected to occur on or about Friday, November 4, 2008. If you
desire to be included in the Initial Closing please submit a
completed Subscription Agreement and check payable to Oasis Online
Technologies Corp 4710 E Falcon Drive Suite 213 Mesa, Arizona
85213, Attention: John Venette, by no later than Monday November
3, 2008.
Note to Partnership, Corporate and Trust Subscribers :
Partnerships provide a copy of the partnership
agreement, as amended to date, showing the date of formation and
giving evidence of the authority of the person(s) signing the
subscription documentation to do so.
Corporations provide a copy and the filing date of the
articles of incorporation and bylaws, as amended to date, and a
corporate resolution authorizing the purchase of the Shares and
giving authority to the person(s) signing the subscription
documents to do so.
Trusts provide a copy of the trust agreement as
amended to date, showing the date of formation and giving evidence
of the authority of the person(s) signing the subscription
documentation to do so.
SUBSCRIPTION AGREEMENT
OASIS ONLINE TECHNOLOGIES CORP
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Oasis Online
Technologies Corp
4710 E Falcon Drive
Suite 213
Mesa, AZ 85213
Attention: John Venette, CFO
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Ladies and Gentlemen:
The undersigned (the " Investor ") hereby irrevocably
subscribes for __________ shares of Common Stock of Oasis Online
Technologies Corp, a Minnesota corporation (the " Company
"), based on the price negotiated by the parties or the then public
trading price for the Common Stock on the date of the applicable
closing (the " Subscription Shares ") and subject to the
following terms and conditions agreed upon by the Investor and the
Company. The securities issued pursuant to this Subscription
Agreement are referred to herein as " Subscription
Securities ".
1.
Purchase Price .
The Investor shall pay a total of $____________for the Subscription
Securities by combination of a check payable to the order of Oasis
Online Technologies Corp, delivered by the Investor to Oasis Online
Technologies Corp 4710 E Falcon Drive, Suite 213, Mesa, AZ 85213.
Attention: John Venette CFO, and an executed promissory note for
the balance of the total not paid by check, with the execution and
delivery of this Subscription Agreement. The amount of the purchase
price represented by the promissory note shall be recorded as
"Subscriptions Receivable" in a contra equity account of the
Company. All Subscription Securities issued to Investor shall be
held by the Company as collateral for payment of promissory note
until the entire subscription receivable recorded pursuant to the
promissory note has been received by the Company from the
Investor
2.
Acceptance of
Subscription . It is understood and agreed that the Company
shall have the right, at any time prior to receipt of notice of
cancellation from the Investor to accept or reject this
Subscription Agreement, in whole or in part, and that the same
shall be deemed to be accepted by the Company only when executed by
an authorized officer of the Company. Further, the Investor
acknowledges and agrees that, to the extent investors oversubscribe
for the Subscription Securities then any excess amount shall be
returned to the investors pro rata based upon the number shares
owned by such investor in relation to the total number of shares
owned by all investors whose subscriptions have been accepted by
the Company (as determined prior to the purchase of any
Subscription Securities).
3.
Investor
Representations . The Investor hereby represents and
warrants to the Company as follows:
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a)
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The Investor is
relying solely on the information filed by the Company with the SEC
or contained in this Subscription Agreement, which the Investor
acknowledges it has received, read and understood the terms
contained herein and is not relying upon any oral representations
in making the decision to purchase the Subscription
Securities.
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b)
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The Investor
has carefully reviewed and understands the risks of, and other
consideration relating to, the purchase of the Subscription
Securities, including without limitation the risks set forth in the
"Risk Factors" section of the Annual Report
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c)
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The Investor
should be considered to be an accredited investor, is familiar with
the risks inherent in speculative investments such as in the
Company, has such knowledge and experience in financial business
matters that it is capable of evaluating the merits and risks of
the investment in the Subscription Securities.
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d)
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The Investor is
purchasing the Subscription Securities without being furnished any
offering literature or prospectus.
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e)
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The Investor
has been afforded the opportunity to ask questions of, and receive
answers from, the Company's management about the business and
affairs of the Company and concerning the terms and conditions of
the offering of the Subscription Securities, and to obtain any
additional information, to the extent that the Company possessed
such information or could acquire it without unreasonable effort or
expense, necessary to verify the accuracy of the information
otherwise obtained by or furnished to the Investor in connection
with the offering of the Subscription Securities. The Investor
agrees that the Company has furnished to the Investor all
information which the Investor considered necessary to form a
decision concerning the purchase of the Subscription Securities,
and no valid request to the Company by the Investor for information
of any kind about the Company has been refused or denied by the
Company or remains unfulfilled as of the date hereof.
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f)
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The Investor
acknowledges that the Company does not currently have enough
authorized shares of Common Stock available to issue the Shares and
that Stockholder Approval must be received by the Company prior to
the issuance of the Subscription Shares to the Investor and further
acknowledges that in the event the Company is unable to receive
Stockholder Approval that the Investor's subscription under this
Subscription Agreement shall be deemed a subscription for Debt
Securities in an amount equal to the purchase price paid for such
Subscription Shares.
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g)
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The Investor
recognizes that the Subscription Securities have not been
registered under the Securities Act of 1933, as amended
("Securities Act"), nor under the securities laws of any state and,
therefore, cannot be resold unless resale of the Subscription
Securities is registered under the Securities Act or unless an
exemption from registration is available; no public agency has
passed upon the accuracy or adequacy of the information contained
in herein or the fairness of the terms of the offering; the
Investor may not sell the Subscription Securities without
registering them under the Securities Act and any applicable state
securities laws unless exemptions from such registration
requirements are available with respect to any such
sale.
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h)
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The
Subscription Securities being acquired by Investor are being
acquired for the Investor's own account and for the purpose of
investment and not with a view to, or in connection with, the
resale, transfer or other distribution thereof in violation of the
Securities Act, nor with any present intention of so reselling,
transferring or distributing the Subscription Securities. Any sale,
transfer or other disposition of the Subscription Securities will
be made only if such securities are registered under the Securities
Act, or the sale is made in compliance with an exemption under the
Securities Act, or the rules thereunder, and any applicable state
securities laws. No one other than the Investor has any beneficial
interest in said securities.
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i)
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The Investor
understands and acknowledges that the Investor has no right to
require registration of resale of the securities purchased hereby
under the Securities Act or under any state securities
laws.
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j)
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The Investor is
an Accredited Investor within the meaning of Regulation D
promulgated under the Securities Act. An Accredited Investor shall
mean any person who comes within any of the following categories,
or who the Company reasonably believes comes within any of the
following categories, at the time of the sale of the securities to
that person:
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(1)
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Any bank as
defined in section 3(a)(2) of the Securities Act or savings and
loan association or other institution as defined in Section
3(a)(5)(A) of the Securities Act whether acting in an individual or
fiduciary capacity; brokers and dealers registered under 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; an employee benefit plan within
the meaning of Title I 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, insurance company, or registered investment adviser, or if
the employee benefit plan has total assets in excess of
$5,000,000;
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(2)
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Any private
business development company as defined in section 202(a)(22) of
the Investment Advisers Act of 1940;
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(3)
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Any
organization described in Section 501(c)(3) of the Internal Revenue
Code, corporation, Massachusetts or similar business trust, or
partnership, not formed for the specific purpose of acquiring the
securities offered, with total assets of more than
$5,000,000;
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(4)
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Any director,
executive officer, or general partner of the issuer of the
securities b
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