f8k020310ex10i_reach.htm


     

    Exhibit
10.1

     

     

    SUBSCRIPTION
AGREEMENT

    To:      Reach
Messaging, Inc.

               
2801
Ocean Park Blvd., Suite 355

               
Santa
Monica, California 90405

     

    Gentlemen:

     

    1.           Subscription.

     

    The
undersigned (the "Purchaser"), intending to be
legally bound, hereby irrevocably agrees to purchase from Reach Messaging, a
California Corporation (the “Company”), the number of
units, set forth on the Signature Page at the end of this subscription agreement
(the “Agreement”) at a purchase price of $0.05 per unit consisting of: (i)
8,000,000 shares of common stock.  There is a minimum
investment requirement of $10,000, upon the terms and conditions hereinafter set
forth. This subscription is submitted to the Company in accordance with and
subject to the terms and conditions described in this Agreement and in the Term
Sheet dated as of December 21, 2009.

     

    The
undersigned is delivering (i) the subscription payment made payable to Reach
Messaging (ii) two executed copies of the Signature page at the end of this
Agreement, and (iii) one executed copy of Purchaser Questionnaire for
Individuals (if appropriate), attached hereto as Exhibit II, to:

     

    Reach
Messaging, Inc.

    2801
Ocean Park Blvd., Suite 355

    Santa
Monica, California 90405

     

    The
undersigned understands that the Units are being issued pursuant to the
exemption from the registration requirements of the United States Securities Act
of 1933, as amended (the "Securities Act"), provided by
Regulation D Rule 506 of such Securities Act. As such, the Units are only being
offered and sold to investors who qualify as “accredited investors," and a
limited number of sophisticated investors and the Company is relying on the
representations made by the undersigned in this Agreement that the undersigned
qualifies as such an accredited or sophisticated investor. The shares of common
stock are "restricted securities" for purposes of the United States securities
laws and cannot be transferred except as permitted under these
laws.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    2.           Acceptance
of Subscription.

     

    The
Offering will be open until the earlier to occur of (i) January 31, 2010; or
(ii) the sale of all of the common shares, unless extended by us for up to an
additional 60 day period, in our sole discretion.

     

    Subject
to applicable state securities laws, the Purchaser may not revoke any
subscription that such Purchaser delivers to the Company. However, the
undersigned understands and agrees that the Company, in its sole discretion, may
(i) reject the subscription of any Purchaser, whether or not qualified, in whole
or in, part, and (ii) may withdraw the Offering at any time prior to the
termination of the Offering.  The Company shall have no obligation to
accept subscriptions in the order received. This subscription shall become
binding only if accepted by the Company.

     

    3.           Term
Sheet.

     

    The
Purchaser hereby acknowledges receipt of a copy of the Term Sheet dated December
21, 2009 (as, the "Term
Sheet").

     

    4.           Representations
and Warranties.

     

    4.1.        The
Company represents and warrants to, and agrees with the undersigned as follows,
in each case as of the date hereof and in all material respects as of the date
of any closing, except for any changes resulting solely from the
Offering:

     

    (a) The
Company is duly organized, validly existing and in good standing under the laws
of the jurisdiction of its incorporation with full power and authority to own,
lease, license and use its properties and assets and to carry out the business
in which it is engaged as described in the Term Sheet. The Company is in good
standing as a foreign corporation in every jurisdiction in which its ownership,
leasing, licensing or use of property or assets or the conduct of its business
makes such qualification necessary, except where the failure to be so qualified
would not have a material adverse effect on the Company.

     

    (b) The
authorized capital stock of the Company will consist of 510,000,000 shares of
stock.  500,000,000 shares of common stock, par value $0.001 per
share, and 10,000,000 shares of preferred stock, par value $0.001 per
share.  Assuming all the Units are sold, at the conclusion of this
offering, there will be 128,000,000 shares of common stock outstanding and no
shares of preferred stock outstanding.

     

    Each
outstanding share of Common Stock is validly authorized, validly issued, fully
paid and non-assessable, without any personal liability attaching to the
ownership thereof and has not been issued and is not or will not be owned or
held in violation of any preemptive rights of stockholders. There is no
commitment, plan or arrangement to issue, and no outstanding option, warrant or
other right calling for the issuance of, any share of capital stock of the
Company or any security or other instrument which by its terms is convertible
into, exercisable for or exchangeable for capital stock of the Company, except,
as may be described in the Term Sheet. There is outstanding no security or other
instrument which by its terms is convertible into or exchangeable for capital
stock of the Company, except as may be described in the Term Sheet.

     

    (c) There
is no litigation, arbitration, claim, governmental or other proceeding (formal
or informal), or investigation pending or, to the best knowledge of the officers
of the Company, threatened with respect to the Company, or any of its
subsidiaries, operations, businesses, properties or assets except as may be
described in the Term Sheet or such as individually or in the aggregate do not
now have and could not reasonably be expected have a material adverse effect
upon the operations, business, properties or assets of the Company.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (d) The
Company is not in violation of, or in default with respect to, any law, rule,
regulation, order, judgment or decree except as may be described in the Term
Sheet or such as in the aggregate do not now have and will not in the future
have a material adverse effect upon the operations, business, properties or
assets of the Company; nor is the Company required to take any action in order
to avoid any such violation or default.

     

    (e) The
Company has all requisite power and authority (i) to execute, deliver and
perform its obligations under this Agreement, and (ii) to issue and sell the
shares in the Offering.

     

    (f) No
consent, authorization, approval, order, license, certificate or permit of or
from, or declaration or filing with, any United States federal, state, local, or
other applicable governmental authority, or any court or any other tribunal, is
required by the Company for the execution, delivery or performance by the
Company of this Agreement or the issuance and sale of the shares, except such
filings and consents as may be required and have been or at the initial closing
will have been made or obtained under the laws of the United States federal and
state securities laws.

     

    (g) The
execution, delivery and performance of this Agreement and the issuance of the
Units will not violate or result in a breach of, or entitle any party (with or
without the giving of notice or the passage of time or both) to terminate or
call a default under any agreement or violate or result in a breach of any term
of the Company's Articles of Incorporation or Bylaws of, or violate any law,
rule, regulation, order, judgment or decree binding upon, the Company, or to
which any of its operations, businesses, properties or assets are subject, the
breach, termination or violation of which, or default under which, would have a
material adverse effect on the operations, business, properties or assets of the
Company.

     

    (h) The
shares of common stock issuable in this Offering are validly authorized and, if
and when issued in accordance with the terms and conditions set forth in the
Term Sheet and in this Agreement, will be validly issued, fully paid and
non-assessable without any personal liability attaching to the ownership
thereof, and will not be issued in violation of any preemptive or other rights
of stockholders.

     

    (i) The
Term Sheet and this Agreement do not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading. Without limiting the
generality of the foregoing, there has been no material adverse change in the
financial condition, results of operations, business, properties, assets,
liabilities, or, to the knowledge of the Company, future prospects of the
Company from the latest information set forth in the Term Sheet.

     

    4.2.         The
undersigned hereby represents and warrants to, and agrees with, the Company as
follows:

     

    (a) The
undersigned is an "Accredited Investor" as that term is defined in Rule 501 (a)
of Regulation D promulgated under the Securities Act, and as specifically
indicated in Exhibit I attached to this Agreement. "

     

    (b) The
undersigned is a “Sophisticated Investor” as that term is defined in Rule
506(b)(2)(ii) of Regulation D promulgated under the Securities Act.

     

    (c) The
undersigned is a foreign resident.

     

    (d) For
California and Massachusetts individuals: If the subscriber is a California
resident, such subscriber's investment in the Company will not exceed 10% of
such subscriber's net worth (or joint net worth with his spouse). If the
subscriber is a Massachusetts resident, such subscriber's investment in the
Company will not exceed 25% of such subscriber's joint net worth with such
subscriber's spouse (exclusive of principal residence and its
furnishings).

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (e) If a
natural person, the undersigned is: a bona fide resident of the state or
non-United States jurisdiction contained in the address set forth on the
Signature Page of this Agreement as the undersigned's home address; at least 21
years of age; and legally competent to execute this Agreement. If an entity, the
undersigned has its principal offices or principal place of business in the
state or non-United States jurisdiction contained in the address set forth on
the Signature Page of this Agreement, the individual signing on behalf of the
undersigned is duly authorized to execute this Agreement and this Agreement
constitutes the legal, valid and binding obligation of the undersigned
enforceable against the undersigned in accordance with its terms.

     

    (f) The
undersigned has received, read carefully and is familiar with this Agreement and
the Term Sheet.

     

    (g) The
undersigned is familiar with the Company's business, plans and financial
condition, the terms of the Offering and any other matters relating to the
Offering, the undersigned has received all materials which have been requested
by the undersigned, has had a reasonable opportunity to ask questions of the
Company and its representatives, and the Company has answered all inquiries that
the undersigned or the undersigned's representatives have put to it. The
undersigned has had access to all additional information necessary to verify the
accuracy of the information set forth in this Agreement and the Term Sheet and
any other materials furnished herewith, and have taken all the steps necessary
to evaluate the merits and risks of an investment as proposed
hereunder

     

    (h) The
undersigned (or the undersigned's purchaser representative) has such knowledge
and experience in finance, securities, taxation, investments and other business
matters so as to be able to protect the interests of the undersigned in
connection with this transaction, and the undersigned's investment in the
Company hereunder is not material when compared to the undersigned's total
financial capacity.

     

    (i) The
undersigned understands the various risks of an investment in the Company as
proposed herein and can afford to bear such risks, including, without
limitation, the risks of losing the entire investment.

     

    (j) The
undersigned acknowledges that no market for the shares of common stock presently
exists and none may develop in the future and that the undersigned may find it
impossible to liquidate the investment at a time when it may be desirable to do
so, or at any other time.

     

    (k) The
undersigned has been advised by the Company that none of the shares of common
stock has been registered under the Securities Act, that the common stock will
be issued on the basis of the statutory exemption provided by Rule 506 of the
Securities Act or Regulation D promulgated thereunder, or both, relating to
transactions by an issuer not involving any public offering and under similar
exemptions under certain state securities laws; that this transaction has not
been reviewed by, passed on or submitted to any federal or state agency or
self-regulatory organization where an exemption is being relied upon; and that
the Company's reliance thereon is based in part upon the representations made by
the undersigned in this Agreement.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (l) The
undersigned acknowledges that the undersigned has been informed by the Company
of or is otherwise familiar with, the nature of the limitations imposed by the
Securities Act and the rules and regulations thereunder on the transfer of the
shares of common stock. In particular, the undersigned agrees that no sale,
assignment or transfer of any of the shares of common stock shall be valid or
effective, and the Company shall not be required to give any effect to such a
sale, assignment or transfer, unless (i) the sale, assignment or transfer of
such shares of common stock is registered under the Securities Act, it being
understood that the shares of common stock are not currently registered for sale
and that the Company has no obligation or intention to so register the shares of
common stock, except as contemplated by the terms of this Agreement or (ii) such
shares of common stock is sold, assigned or transferred in accordance with all
the requirements and limitations of Rule 144 under the Securities Act (it being
understood that Rule 144 is not available at the present time for the sale of
the shares of common stock), or (iii) such sale, assignment or transfer is
otherwise exempt from registration under the Securities Act, including
Regulation S promulgated thereunder. The undersigned further understands that an
opinion of counsel and other documents may be required to transfer the shares of
common stock.

     

    (m) The
undersigned acknowledges that the shares of common stock shall be subject to a
stop transfer order and the certificate or certificates evidencing any shares of
common stock shall bear the following or a substantially similar legend or such
other legend as may appear on the forms of shares of common stock and such other
legends as may be required by state blue sky laws:

     

    THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933 (THE "ACT") OR. APPLICABLE STATE SECURITIES
LAWS, AND SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH SALE OR TRANSFER IS EXEMPT FROM SUCH REGISTRATION
REQUIREMENTS OF THE ACT AND APPLICABLE STATE SECURITIES LAWS.

     

    (n) The
undersigned will acquire the shares of common stock for the undersigned's own
account (or for the joint account of the undersigned and the undersigned's
spouse either in joint tenancy, tenancy by 'he entirety or tenancy in common)
for investment and not with a view to the sale or distribution thereof or the
granting of any participation therein, and has no present intention of
distributing or selling to others any of such interest or granting any
participation therein.

     

    (o) No
representation, guarantee or warranty has been made to the undersigned by any
broker, the Company, any of the officers, directors, stockholders, partners,
employees or agents of either of them, or any other persons, whether expressly
or by implication, that:

     

    (I) the
Company or the undersigned will realize any given percentage of profits and/or
amount or type of consideration, profit or loss as a result of the Company's
activities or the undersigned's investment in the Company; or

     

    (II) the
past performance or experience of the management of the Company, or of any other
person, will in any way indicate the predictable results of the ownership of the
shares of common stock or of the Company's activities.

     

    (p) No
oral or written representations have been made other than as stated in the Term
Sheet, and no oral or written information furnished to the undersigned or the
undersigned's advisor(s) in connection with the Offering were in any way
inconsistent with the information stated in the Term Sheet.


    
      
         


      

      
        5

        
          

        

      

       

    

     

    (q) The
undersigned is not subscribing for the Units as a result of or subsequent to any
advertisement, article, notice or other communication published in any
newspaper, magazine or similar media or broadcast over television or radio, or
presented at any seminar or meeting, or any solicitation of a subscription by a
person other than a representative of the Company with which the undersigned had
a pre-existing relationship in connection with investments in securities
generally.

     

    (r) The
undersigned is not relying on the Company with respect to the tax and other
economic considerations of an investment.

     

    (s) The
undersigned understands that the net; proceeds from all subscriptions paid and
accepted pursuant to the Offering (after deduction for commissions, discounts
and expenses of the Offering) will be used in all material respects for the
purposes set forth in the Term Sheet.

     

    (t)
Without limiting any of the undersigned's other representations and warranties
hereunder, the undersigned acknowledges that the undersigned has reviewed and is
aware of the risk factors described in the Term Sheet.

     

    (u) The
undersigned acknowledges that the representations, warranties and agreements
made by the undersigned herein shall survive the execution and delivery of this
Agreement and the purchase of the Units.

     

    (v) The
undersigned has consulted his own financial, legal and tax advisors with respect
to the economic, legal and tax consequences of an investment in the Units and
has not relied on the Term Sheet or the Company, its officers, directors or
professional advisors for advice as to such consequences.

     

    5.            Indemnification.

     

    The
Purchaser understands the meaning and legal consequences of the representations
and warranties contained herein and agrees to indemnify and hold harmless the
Company and each member, officer, employee, agent or representative thereof
against any and all loss, damage or liability due to or arising out of a breach
of any representation or warranty, or breach or failure to comply with any
covenant, of the Purchaser, whether contained in the Term Sheet or this
Subscription Agreement. Notwithstanding any of the representations, warranties,
acknowledgments or agreements made herein by the Purchaser, the Purchaser does
not thereby or in any other manner waive any rights granted to the Purchaser
under federal or state securities laws.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    6.           Provisions
of Certain State Laws.

     

    IN
MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF
THE ISSUER AND THE TERMS OF THE OFFERING INCLUDING THE MERITS AND RISKS
INVOLVED. THESE SECURITIES 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 TIE ADEQUACY OF THIS
DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

     

    THESE
SECURITIES 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. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO
BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF
TIME.

     

    THE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE NEW YORK UNIFORM SECURITIES ACT
AND, THEREFORE, CANNOT BE RESOLD UNLESS THEY ARE REGISTERED UNDER THE ACT OR
UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

     

    7.           Additional
Information.

     

    The
Purchaser hereby acknowledges and agrees that the Company may make or cause to
be made such further inquiry and obtain such additional information as they may
deem appropriate, with regard to the suitability of the
undersigned.

     

    8.           Irrevocability;
Binding Effect.

     

    The
Purchaser hereby acknowledges and agrees that the Subscription hereunder is
irrevocable, that the Purchaser is not entitled to cancel, terminate or revoke
this Subscription.  Agreement or any agreements of the undersigned
thereunder and that this Subscription Agreement and such other agreements shall
survive the death or disability of the Purchaser and shall be binding upon and
inure to the benefit of the parties and their heirs, executors, administrators,
successors, legal representatives and assigns.  If the Purchaser is
more than one person, the obligations of the Purchaser hereunder shall be joint
and several and the agreements, representations, warranties and acknowledgments
herein contained shall be deemed to be made by and be binding upon each such
person and his heirs, executors, legal representatives and assigns.

     

    
      
        
           


        

        
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    9.           Modification.

     

    Neither
this Subscription Agreement nor any provisions hereof shall be waived, modified,
discharged or terminated except by an instrument in writing signed by the party
against whom any such waiver, modification, discharge or termination is
sought.

     

    10.           Notices.

     

    Any
notice, demand or other communication which any party hereto may be required, or
may elect, to give to any other party hereunder shall be sufficiently given if
(a) deposited, postage prepaid, in a United States mail box, stamped registered
or certified mail, return receipt requested, addressed to such address as may be
listed on the books of the Company, or (b) delivered personally at such
address.

     

    11.           Counterparts.

     

    This
Subscription Agreement may be executed through the use of separate signature
pages or in any number of counterparts and each such counterpart shall, for all
purposes, constitute one agreement binding on all parties, notwithstanding that
all parties are not signatories to the same counterpart.

     

    12.           Entire
Agreement.

     

    This
Subscription Agreement contains the entire agreement of the parties with respect
to the subject matter hereof and there are no representations, covenants or
other agreements except as stated or referred to herein.

     

    13.           Severability.

     

    Each
provision of this Subscription Agreement is intended to be severable from every
other provision, and the invalidity or illegality of any Portion hereof shall
not affect the validity or legality of the remainder hereof.

     

    14.           Assignability.

     

    This
Subscription Agreement is not transferable or assignable by the
Purchaser.

     

    15.           Applicable
Law.

     

    This
Subscription Agreement shall be governed by and construed in accordance with the
laws of the State of New Jersey as applied to residents of that State executing
contracts wholly to be performed in that State.

     

    16.           Choice
of Jurisdiction.

     

    The
parties agree that any action or proceeding arising, directly, indirectly or
otherwise, in connection with, out of or from this Subscription Agreement, any
breach hereof or any transaction covered hereby shall be resolved within the
State of New Jersey. Accordingly, the parties consent and submit to the
jurisdiction of the United States federal and state courts located within the
State of New Jersey.

    


    
      
        
        

      

      
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    IN WITNESS THEREOF, the
undersigned exercises and agrees to be bound by this Subscription Agreement by
executing the Signature Page attached hereto on the date therein
indicated.


    SUBSCRIPTION
AGREEMENT

    SIGNATURE
PAGE

    


    By executing this Signature Page, the
undersigned hereby executes, adopts and agrees to all terms, conditions and
representations of this Subscription Agreement and acknowledges all requirements
are met by the purchaser to purchase shares in the Company.

    


    Number of
Units Subscribed at $0.05 per
Unit:  ___________________________________

    


    Aggregate
Purchase Price: $
____________________________________________________

    


    Type of
ownership:                             ____________                                
Individual

    ____________                                Joint
Tenants

    ____________                                Tenants
by the Entirety

    ____________                                Tenants
in Common

    ____________                                Subscribing
as Corporation or Partnership

    ____________                                Other

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    IN WITNESS WHEREOF, the undersigned
Purchaser has executed this Signature

    


    Page this
__________                   day
of
__________________________                  ,
2009.

     

    
      	 	 	 
	
              Exact
      Name in which shares are to be
      Registered  

            	 	Exact Name in which
      Shares are to be Registered
	
               

               

            	 	 
	Signature   	 	Signature   
	
               

               

            	 	 
	Print
      Name   	 	Print
      Name   
	 	 	 
	 	 	 
	Tax Identification
      Number:  	 	Tax Identification
      Number:  
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Mailing
      Address 	 	Mailing
      Address
	 	 	 
	 	 	 
	Residence Phone
      Number   	 	Residence Phone
      Number
	 	 	 
	 	 	 
	Work Phone
      Number  	 	Work Phone
      Number
	 	 	 
	 	 	 
	E-Mail
      Address    	 	E-Mail
    Address
	 	 	 


    

     

    
      ACCEPTANCE
OF SUBSCRIPTION

    

    


    REACH
MESSAGING hereby accepts the subscription of ________________Units as of
the

    


    ____________day
of _________________, 2009.

    


    REACH
MESSAGING

    


    By:       ___________________________________________________________________

    


    Name:  ___________________________________________________________________

    


    Title:     ___________________________________________________________________

     

    
      
        
        

      

      
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      Exhibit I
to Subscription Agreement

    

    


    DEFINITION
OF "ACCREDITED INVESTOR"

    WITHIN
THE MEANING OF REGULATION D

    


    An
accredited investor means any person who comes within any of the following
categories, or whom the Company reasonably believes comes within any of the
following categories, at the time of the sale of the Units to that
person:

     

    (i) any
bank as defined in Section 3(a)(2) of the Securities Act or any savings and loan
association or other institution as defined in Section 3(a)(5)(A) of the
Securities Act whether acting in its individual or fiduciary capacity; any
broker dealer registered pursuant to Section 15 of the Exchange Act; any
insurance company as defined in Section 2(13) of the Securities Act; any
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; any
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; any plan established and maintained by a state, its political
subdivisions, or any agency or instrumentality of a state or its political
subdivisions, for the benefit of its employees, if such plan has total assets in
excess of $5,000,000; any employee benefit plan within the meaning 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, savings and loan association, insurance company, or registered
investment adviser, or if the employee benefit plan has total assets in excess
of $5,000,000, or, if a self-directed plan, with investment decisions made
solely by persons that are accredited investors;

     

    (ii)  any
private business development company as defined in Section 202(a)(22) of the
Investment Advisers Act of 1940;

     

    (iii) 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
in excess of $5,000,000;

     

    (iv)  any
of the directors or executive officers of the Company;

     

    (v)  any
natural person whose individual net worth, or joint net worth with that person's
spouse, at the time of investment in the Common Stock, exceeds
$500,000;

     

    (vi) any
natural person who had an individual income in excess of $150,000 in each of the
two most recent years or joint income with that person's spouse in excess of
$300,000 in each of those years and has a reasonable expectation of reaching
that same income level in the current year;

     

    (vii) any
trust with total assets in excess of $5,000,000, not formed for the specific
purpose of acquiring the Common Stock, whose purchase is directed by a
sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D;
or

     

    (viii)  any
entity in which all of the equity owners are accredited investors.

    


    
      
        
        

      

      
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    Exhibit
II to Subscription Agreement

    


    PURCHASER
QUESTIONNAIRE FOR INDIVIDUALS

    


    Purpose
of this Questionnaire.

    


    Units of Reach Messaging, a ______
Corporation (the "Company'), are being offered without registration under the
Securities Act of 1933, as amended (the "Securities Act"), or the securities
laws of certain states, in reliance on the private offering exemption contained
in Rule 506 of the Securities Act and on Regulation D of the Securities and
Exchange Commission thereunder ("Regulation D"), and in reliance on similar
exemptions under certain applicable state laws. The purpose of this Purchaser
Questionnaire is to assure the Company that the proposed purchaser meets the
standards imposed for the application of such exemptions including, but not
limited to, whether the proposed purchaser qualifies as an "accredited investor"
as defined in Rule 501 under the Act or a “sophisticated investor” as defined in
Rule 506 under the Act, your answers will at all times be kept strictly
confidential. However, by signing this purchaser Questionnaire you agree that
the Company may present this Purchaser Questionnaire to such parties as the
Company may deem appropriate if called upon under the law to establish the
availability of any exemption from registration of the private placement or if
the contents hereof are relevant to any issue in any action, suit or proceeding
to which the Company is a party or by which it may be bound. The undersigned
realizes that this Purchaser Questionnaire does not constitute an offer by the
Company to sell shares but is a request for information.

    


    THE
COMPANY WILL NOT OFFER OR SELL SHARES TO ANY INDIVIDUAL WHO HAS NOT FILLED OUT,
AS THOROUGHLY AS POSSIBLE, A PROSPECTIVE PURCHASER QUESTIONNAIRE.

    


    Instructions:

    


    One (1)
copy of this Questionnaire should be completed, signed, dated and delivered
to:

    


    Reach
Messaging

    [INSERT
ADDRESS]

    


    Please
contact __________ if you have any questions with respect to the Questionnaire
at (___) _____.


    
      
         


      

      
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    PLEASE ANSWER ALL QUESTIONS.
If the appropriate answer is "None" or "Not Applicable," so state. Please print
or type your answers to all questions. Attach additional sheets if necessary to
complete your answers to any item.

    


    I.           General
Information:

    


    Name:  ________________________________

    Date of
Birth:  ______________________________

    Residence
Address:  _______________________________________________________________

    Business
Address:  ________________________________________________________________

    Home
Telephone No.:
______________________________________________________________

    Business
Telephone
No:  ____________________________________________________________

    E-mail
Address:  ___________________________________________________________________

    Preferred
Mailing Address: ________      
Business  or  _________       
 Home  (check one)

    Social
Security
Number:  ____________________________________________________________

    Marital
Status:  ____________________________________________________________________

    


    II.           Financial
Condition:

    


    1.           Did
your individual annual income during each of 2007 and 2008 exceed $150,000 and
do you reasonably expect your individual annual income during 2009 to exceed
$150,000?

    Yes
_______                                No
_______

    


    2.           Did
your joint (with spouse) annual income during each of 2007 and 2008 exceed
$300,000 and do you reasonably expect your individual annual income during 2009
to exceed $500,000?

    Yes
_______                                No  _______

    


    3.           Does
your individual or joint net worth exceed $1,000,000?

    Yes
_______                                No  _______

    


    By
signing this Questionnaire I hereby confirm the following
statements:

     

    (a) I am
aware that the offering of Common Stock will involve securities that are not
transferable and for which no market exists, thereby requiring my investment to
be maintained for an indefinite period of time.

     

    (b) I
acknowledge that any delivery to me of the Term Sheet relating to the shares of
Common Stock prior to the determination by the Company of my suitability as an
investor, shall not constitute an offer of such shares until such determination
of suitability shall be made, and I agree that I shall promptly return the Term
Sheet to the Company upon request.

     

    (c)  My
answers to the foregoing questions are, and were on any date (if any) that I
previously subscribed for shares in the Company, true and complete to the best
of my information and belief and were true on any date that I previously as of,
and I will promptly notify the Company of any changes in the information I have
provided.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    Executed:

    


    Date:
________________  _______________________________________________

    (Printed Name)

    


    Place:  ____________________________________

    


    __________________________________________

                         
(Signature)

    


    __________________________________________

    (Printed Name of Joint
Subscriber)

    
 


    
      
         


      

      
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