EXHIBIT 10.2
NON U.S. RESIDENT
PRO NUTRISOURCE INC.
SUBSCRIPTION AGREEMENT
AND
PURCHASER QUESTIONNAIRE
Pro NutriSource Inc.
307 Natasha City
Longueuil, Quebec
Canada J4L 2P8
Gentlemen:
PART I
Pro
NutriSource Inc., a Nevada corporation (the
"Corporation") is
offering on a private placement basis, shares of its
restricted common stock,
par value $0.001 (the "Common Stock") to eligible
investors who subscribe to
this issue by this document (the "Investor") at a price of
U.S. $____ per share
of Common Stock. The Corporation offers, and the Investor accepts,
the shares of
Common Stock on the terms and conditions as
set forth in this subscription
agreement.
1.
Subscription. The undersigned hereby tenders this
subscription and
applies for the purchase of _______ shares of Common Stock in the
capital of the
Corporation for an aggregate purchase price of $_______. By
execution below, the
undersigned acknowledges that the Corporation is
relying upon the accuracy and
completeness of the representations
contained herein in complying with its
obligations under applicable securities laws.
2.
Representations by Undersigned. The undersigned
acknowledges and
represents as follows:
(a) NOT A U.S. PERSON: the
Investor: (i) is not a U.S. Person (as
defined in Rule 902 of Regulation S ("REGULATION S") under the
United States SECURITIES ACT OF 1933 (the "U.S. ACT"),
which
definition includes, but is not limited to, any natural person
resident in the United States, any corporation or
partnership
incorporated or organized under the laws of the United
States
or any estate or trust of which any executor, administrator or
trustee is a U.S. Person; (ii) is not purchasing
any of the
shares of Common Stock for the account or benefit of any
U.S.
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Person or for offering, resale or delivery for the account
or
benefit of any U.S. Person or for the account of any person in
any jurisdiction other than the jurisdiction set
out in the
name and address of the Investor set forth
hereinbelow; and
(iii) was not offered any shares of Common Stock in the United
States and was outside the United
States at the time of
execution and delivery of this Agreement;
(b) NO
REGISTRATION AND SALES UNDER REGULATION S: the
Investor
acknowledges that the shares of Common
Stock have not been
registered under the U.S. Act and the
Corporation has no
obligation or present intention of
filing a registration
statement under the U.S. Act in
respect of the shares of
Common Stock. The Investor agrees to
resell the shares of
Common Stock only in accordance
with the provisions of
Regulation S, pursuant to a registration under the U.S. Act or
pursuant to an available exemption from such registration, and
that hedging transactions involving the shares of Common Stock
may not be conducted unless in compliance with the U.S.
Act.
The Investor understands that any certificate representing the
shares of Common Stock will bear a legend setting
forth the
foregoing restrictions. The Investor
understands that the
shares of Common Stock are restricted within the
meaning of
"RULE 144" promulgated under the U.S. Act; that the
exemption
from registration under Rule 144 will not be available in
any
event for at least one year from the date
of purchase and
payment of the shares of Common Stock by the
Investor, and
even
then will not be available unless (i) a public
trading
market then exists for the common stock of the
Corporation,
(ii) adequate information concerning the Corporation is
then
available to the public and (iii) other terms and
conditions
of Rule 144 are complied with; and that any sale of the shares
of Common Stock may be made by the Investor only
in limited
amounts in accordance with such terms and conditions;
(c) NO U.S. BENEFICIAL
INTEREST: no U.S. Person, either directly
or indirectly, has any beneficial
interest in any of the
shares of Common Stock acquired by the Investor hereunder, nor
does the Investor have any agreement or understanding (written
or oral) with any U.S. Person respecting:
(i) the transfer or any
assignment of any rights or
interest
in any of the shares of Common Stock;
(ii) the division of profits, losses, fees,
commissions or
any financial stake
in connection with this
subscription; or
(iii) the voting of the shares of Common Stock;
(d) EXPERIENCE: the
Investor has the requisite knowledge
and
experience in financial and business
matters for properly
evaluating
the risks of an investment in the Corporation;
(e) INFORMATION:
the Investor has received all
information
regarding the Corporation
reasonably requested by the
Investor;
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(f) RISK: the
Investor understands that an investment in
the
Corporation involves certain risks of which the
Investor has
taken full cognizance, and which risks the
Investor fully
understands;
(g) ADEQUACY OF
INFORMATION: the Investor has been given
the
opportunity to ask questions of, and to receive answers
from,
the Corporation concerning the terms and
conditions of the
offering and to obtain additional
information necessary to
verify the accuracy of the
information contained in the
information described in paragraph "(e)" hereinabove, or
such
other information as the Investor desired in order to evaluate
an investment in the Corporation;
(h) RESIDENCY: the
residence of the Investor as
set forth
hereinbelow is the true and correct residence of the
Investor
and the Investor has no present
intention of becoming a
resident or domiciliary of any other State or jurisdiction;
(i) INDEPENDENT
INVESTIGATION: in making a decision to invest in
the Corporation the
Investor has relied solely
upon
independent investigations made by the
Investor, and the
particular tax consequences arising from an investment in
the
Corporation will depend upon
the Investor's individual
circumstances;
(j) PRINCIPAL: the
Investor is purchasing the shares of Common
Stock as principal for the Investor's own account and not
for
the benefit of any other person, except as
otherwise stated
herein, and not with a view to the resale or
distribution of
all or any of the shares of Common Stock;
(k) DECISION TO PURCHASE:
the decision of the Investor to enter
into this Agreement and to purchase the shares of Common Stock
pursuant hereto has been based only on the representations
of
this
Agreement and any collateral business plan or
offering
memorandum provided herewith or based upon
the Investor's
relationship with a director and/or
senior officer of the
Corporation. It is not made on other information
relating to
the Corporation and not upon any oral
representation as to
fact or otherwise made by or on behalf of the
Corporation or
any other person. The Investor agrees that
the Corporation
assumes no responsibility
or liability of any nature
whatsoever for the accuracy, adequacy or completeness
of any
business plan information which has been created
based upon
the Corporation's management experience. In
particular, and
without limiting the generality of the foregoing, the decision
to subscribe for the shares of
Common Stock has not been
influenced by:
(i) newspaper, magazine or other media
articles or reports
related to the Corporation or its business;
(ii) promotional literature or other
materials used by the
Corporation for sales or marketing purposes; or
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(iii) any representations, oral
or otherwise, that the
Corporation will become a listed Corporation, that any
of the shares of Common Stock will be repurchased
or
have any guaranteed future realizable value
or that
there is any certainty as to
the success of the
Corporation or the liquidity or value of
any of the
shares of Common Stock;
(l) ADVERTISEMENTS: the
Investor acknowledges that the Investor
has not purchased the shares of Common Stock as a
result of
any general solicitation or general
advertising, including
advertisements, articles, notices or
other communications
published in any newspaper, magazine
or similar media or
broadcast over radio or television, or any seminar or
meeting
whose attendees have been invited by general
solicitation or
general advertising;
(m) INFORMATION NOT RECEIVED:
the Investor has not received, nor
has the Subscriber requested, nor does the Investor
have any
need to receive, any offering memorandum or any other document
(other than financial statements or any
other document the
content of which is prescribed by
statute or regulation)
describing the business and affairs of the Corporation
which
has been prepared for delivery to, and review by,
prospective
purchasers in order to assist them in making
an investment
decision in respect of the shares of Common
Stock, and the
Investor has not become aware of any advertisement in
printed
media of general and regular
paid circulation, radio or
television with respect to the distribution of the
shares of
Common Stock
(n) INFORMATION RECEIVED:
the Investor has had access to such
additional information, if any, concerning the Corporation
as
the Investor has considered necessary in connection
with the
Investor's investment decision to acquire the shares of Common
Stock;
(o) SATISFACTION
WITH INFORMATION RECEIVED:
the Investor
acknowledges that, to the Investor's satisfaction:
(i) the Investor
has either had access to or has been
furnished with sufficient information regarding the
Corporation and the terms
of this investment
transaction to the Investor's satisfaction;
(ii) the Investor has been provided the
opportunity to ask
questions concerning this investment transaction and
the terms and conditions
thereof and all such
questions
have been answered to the
Investor's
satisfaction; and
(iii) the Investor has been given
ready access to and an
opportunity to review any
information, oral or
written, that the Investor
has requested, in
particular to any offering memorandum or
business
plan of the Corporation, if available concurrent with
or as a part of this Agreement;
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(p) RELIANCE OF
REPRESENTATIVE: the Investor, by reason of
the
Investor's knowledge and experience in financial and
business
matters, is capable
of evaluating the risks and merits of an
investment in the shares of Common Stock or, if the
Investor
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