norpac_8k-ex1001.htm


    Exhibit 10.1

     

    
      THE
SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 (THE “SECURITIES ACT”), AND ARE PROPOSED TO BE ISSUED IN RELIANCE UPON AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY
REGULATION S PROMULGATED UNDER THE SECURITIES ACT. UPON ANY SALE, SUCH
SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED IN
THE UNITED STATES OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT, OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT.  HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

      


      


      REGULATION
S SUBSCRIPTION AGREEMENT

      


      NON-U.S.
PERSONS ONLY

      


      


      THIS AGREEMENT is made
effective as of the 23rd day of July,
2008.

      


      


      BETWEEN:

      THE
SUBSCRIBER LISTED ON THE EXECUTION PAGE

      TO
THIS AGREEMENT

      


      (hereinafter called the
"Subscriber")

      OF
THE FIRST PART

      


      AND:

      NORPAC
TECHNOLOGIES, INC., a Nevada corporation, having a corporate office at
Suite 410 - 103 East Holly Street, Bellingham, WA  98225

      


      (hereinafter called the
“Corporation")

      OF
THE SECOND PART

      


      THE PARTIES HEREBY AGREE AS
FOLLOWS:

      


      1.      DEFINITIONS

      


      1.1    The
following terms will have the following meanings for all purposes of this
Agreement and the exhibits thereto.

      


      
        	
                (a)  

              	
                "Agreement"
      means this Agreement, and all exhibits, schedules and amendments to this
      Agreement;

              


      

      


      
        	
                (b)  

              	
                “Cellynx”
      means Cellynx, Inc., a California
corporation;

              


      

      


      
        	
                (c)  

              	
                “Common
      Stock” means the shares of Common Stock of the Corporation, $0.001 par
      value per share;

              


      

      


      
        	
                (d)  

              	
                "Exchange
      Act" means the United States Securities Exchange Act of 1934, as
      amended;

              


      

      


      
        	
                (e)  

              	
                “Subscriber”
      means the Subscriber executing the signature page to this
      Agreement;

              


      

      


      
        	
                (f)  

              	
                "Offering"
      means the offering of the Units by the
  Corporation;

              


      

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      
 

      
        	
                (g)  

              	
                “Purchase
      Price” means the purchase price payable by the Subscriber to the
      Corporation in consideration for the purchase and sale of the Units in
      accordance with Section 2.1 of this
Agreement;

              


      

      


      
        	
                (h)  

              	
                "SEC"
      means the United States Securities and Exchange
  Commission;

              


      

      


      
        	
                (i)  

              	
                "Securities
      Act" means the United States Securities Act of 1933, as
      amended;

              


      

      


      
        	
                (j)  

              	
                "Shares"
      means those shares of Common Stock to be purchased by the
      Subscriber;

              


      

      


      
        	
                (k)  

              	
                "Unit"
      means a unit consisting of one Share and one
  Warrant;

              


      

      


      
        	
                (l)  

              	
                "Warrant"
      means one share purchase warrant (the form of certificate for which is
      attached as Exhibit “A”) entitling the holder thereof to purchase one
      share of Common Stock of the Corporation at a price of $0.20 per share
      during the period that is two (2) years from the date of issuance, subject
      to acceleration under Section 8 of Exhibit
“A”;

              


      

      


      
        	
                (m)  

              	
                "Warrant
      Exercise Price" means $0.20 US;

              


      

      


      
        	
                (n)  

              	
                "Warrant
      Shares" means the Common Stock issuable upon exercise of the
      Warrants;

              


      

      


      1.2    All
dollar amounts referred to in this agreement are in United States funds, unless
expressly stated otherwise.

      


      2.      PURCHASE
AND SALE OF UNITS

      


      2.1   
Subject
to the terms and conditions of this Agreement, the Subscriber hereby subscribes
for and agrees to purchase from the Corporation such number of Units as is set
forth upon the signature page hereof at a price equal to $0.15 US per
Unit.  Upon execution, the subscription by the Subscriber will be
irrevocable.

      


      2.2   
The
Purchase Price is payable by the Subscriber upon execution of this Subscription
Agreement.

      


      2.3   
Upon
execution by the Corporation, the Corporation agrees to sell such Units to the Subscriber for
the Purchase Price subject to the Corporation's right to sell to the Subscriber
such lesser number of Units as it may, in its sole
discretion, deem necessary or desirable.

      


      2.4   
Any
acceptance by the Corporation of the Subscription is conditional upon compliance
with all securities laws and other applicable laws of the jurisdiction in which
the Subscriber is resident.  Each Subscriber will deliver to the
Corporation all other documentation, agreements, representations and requisite
government forms required by the lawyers for the Corporation as required to
comply with all securities laws and other applicable laws of the jurisdiction of
the Subscriber.

      


      2.5   
Pending
acceptance of this subscription by the Corporation, all funds paid by the
Subscriber shall be deposited by the Corporation and immediately available to
the Corporation for its corporate purposes.  In the event the
subscription is not accepted, the subscription funds will constitute a
non-interest bearing demand loan of the Subscriber to the
Corporation.

      


      2.6   
The
Subscriber hereby authorizes and directs the Corporation to deliver the
securities to be issued to such Subscriber pursuant to this Agreement to the
Subscriber’s address indicated on the signature page of this
Agreement.

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      
 

      2.7   
The
Subscriber acknowledges and agrees that the subscription for the Units and the
Corporation's acceptance of the subscription is not subject to any minimum
subscription for the Offering.

      


      3.     
REGULATION S AGREEMENTS OF THE SUBSCRIBER

      


      3.1   
The
Subscriber represents and warrants to the Corporation that the Subscriber is not
a “U.S. Person” as defined by Regulation S of the Securities Act and is not
acquiring the Units for the account or benefit of a U.S. Person.

      


       A “U.S. Person” is defined by
Regulation S of the Securities Act to be any person who is:

      


      
        	
                (a)  

              	
                any
      natural person resident in the United
States;

              


      

      


      
        	
                (b)  

              	
                any
      partnership or corporation organized or incorporated under the laws of the
      United States;

              


      

      


      
        	
                (c)  

              	
                any
      estate of which any executor or administrator is a U.S.
      person;

              


      

      


      
        	
                (d)  

              	
                any
      trust of which any trustee is a U.S.
person;

              


      

      


      
        	
                (e)  

              	
                any
      agency or branch of a foreign entity located in the United
      States;

              


      

      


      
        	
                (f)  

              	
                any
      non-discretionary account or similar account (other than an estate or
      trust) held by a dealer or other fiduciary organized, incorporate, or (if
      an individual) resident in the United States;
  and

              


      

      


      
        	
                (g)  

              	
                any
      partnership or corporation if:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                organized
      or incorporated under the laws of any foreign jurisdiction;
      and

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                formed
      by a U.S. person principally for the purpose of investing in securities
      not registered under the Securities Act, unless it is organized or
      incorporated, and owned, by accredited Subscribers [as defined in Section
      230.501(a) of the Securities Act] who are not natural persons, estates or
      trusts.

              


      

      


      3.2    The
Subscriber acknowledges that the Subscriber was not in the United States at the
time the offer to purchase the Units was
received.

      


      3.3   
The
Subscriber acknowledges that the Shares, the Warrants and the Warrant Shares are
“restricted securities” within the meaning of the Securities Act and will be
issued to the Subscriber in accordance with Regulation S of the Securities
Act.

      


      3.4   
The
Subscriber agrees not to engage in hedging transactions with regard to the
Shares, the Warrants and the Warrant Shares unless in compliance with the
Securities Act.

      


      3.5   
The
Subscriber and the Corporation agree that the Corporation will refuse to
register any transfer of the Shares, the Warrants and the Warrant Shares not
made in accordance with the provisions of Regulation S of the Securities Act,
pursuant to registration under the Securities Act, pursuant to an available
exemption from registration, or pursuant to this Agreement.

      


      3.6   
The
Subscriber agrees to resell the Shares, the Warrants and the Warrant Shares only
in accordance with the provisions of Regulation S of the Securities Act,
pursuant to registration under the Securities Act, or pursuant to an available
exemption from registration pursuant to the Securities Act.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      
 

      3.7   
The
Subscriber acknowledges and agrees that all certificates representing the
Shares, the Warrants and the Warrant Shares will be endorsed with the following
legend in accordance with Regulation S of the Securities Act:

      


      “THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND HAVE BEEN ISSUED IN RELIANCE
UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
PROVIDED BY REGULATION S PROMULGATED UNDER THE SECURITIES
ACT.   SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR
OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S,
PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO
AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT.  HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

      


      
        4.   
REPRESENTATIONS
AND WARRANTIES OF THE SUBSCRIBER

      

      


      The
Subscriber, covenants, represents and warrants to the Corporation as follows,
and acknowledges that the Corporation is relying upon such covenants,
representations and warranties in connection with the sale of the Units to such
Subscriber:

      


      4.1   
The
Subscriber is an investor in securities of companies in the development stage
and acknowledges that he/she/it is able to fend for himself/herself/itself, can
bear the economic risk of his/her/its investment, and has such knowledge and
experience in financial or business matters such that he/she/it is capable of
evaluating the merits and risks of the investment in the Units. The Subscriber
can bear the economic risk of this investment, and, if the Subscriber is not an
individual, was not organized for the purpose of acquiring the
Units.

      


      4.2   
The
Subscriber has had full opportunity to review the Corporation’s filings with the
SEC pursuant to the Securities Act and the Securities Exchange Act of 1934,
including the Corporation’s Annual Reports on Form 10-KSB or Form 10-K,
Quarterly Reports on Form 10-QSB or Form 10-Q and Current Reports on Form 8-K
and additional information regarding the business and financial condition of the
Corporation.  The Subscriber believes he/she/it has received all the
information he/she/it considers necessary or appropriate for deciding whether to
purchase the Units. The Subscriber further represents that he/she/it has had an
opportunity to ask questions and receive answers from the Corporation regarding
the terms and conditions of the Offering and the business, properties, prospects
and financial condition of the Corporation.  The Subscriber has had
full opportunity to discuss this information with the Subscriber’s legal and
financial advisers prior to execution of this Subscription
Agreement.

      


      4.3   
The
Subscriber acknowledges that the offering of the Units by the Corporation has
not been reviewed by the SEC and that the Units are being issued by the
Corporation pursuant to an exemption from registration under the Securities
Act.

      


      4.4   
The
Subscriber understands that the Units he/she/it is purchasing are characterized
as "restricted securities" under the Securities Act inasmuch as they are being
acquired from the Corporation in a transaction not involving a public offering
and that under such laws and applicable regulations such securities may be
resold without registration under the Securities Act only in certain limited
circumstances. In this connection, the Subscriber represents that he/she/it is
familiar with SEC Rule 144, as presently in effect, and understands the resale
limitations imposed thereby and by the Securities Act.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      
 

      4.5   
The Units
will be acquired by the Subscriber for investment for the Subscriber's own
account, not as a nominee or agent, and not with a view to the resale or
distribution of any part thereof, and that the Subscriber has no present
intention of selling, granting any participation in, or otherwise distributing
the same.  The Subscriber does not have any contract, undertaking,
agreement or arrangement with any person to sell, transfer or grant
participations to such person or to any third person, with respect to any of the
Units.

      


      4.6   
An
investment in the Corporation is highly speculative and only Subscribers who can
afford the loss of their entire investment should consider investing in the
Corporation and the Units. The Subscriber is financially able to bear the
economic risks of an investment in the Corporation.

      


      4.7   
The
Subscriber recognizes that the purchase of the Units involves a high degree of
risk in that the Corporation is in the early stages of development of its
business and may require substantial funds in addition to the proceeds of this
private placement.

      


      4.8   
The
Subscriber is not aware of any advertisement of the Units.

      


      4.9   
This
Agreement has been duly authorized, validly executed and delivered by the
Subscriber.

      


      4.10  The
Subscriber has satisfied himself/herself/itself as to the full observance of the
laws of his/her/its jurisdiction in connection with any invitation to subscribe
for the Units or any use of this Agreement, including (i) the legal requirements
within his/her/its jurisdiction for the purchase of the Units; (ii) any foreign
exchange restrictions applicable to such purchase; (iii) any governmental or
other consents that may need to be obtained; (iv) the income tax and other tax
consequences, if any, that may be relevant to an investment in the Units; and
(v) any restrictions on transfer applicable to any disposition of the Units
imposed by the jurisdiction in which the Subscriber is resident.

      


      4.11  The
Subscriber is purchasing the Units as principal for his/her/its own account and
not for the benefit of any other person.

      


      5.     
REPRESENTATIONS BY CANADIAN RESIDENTS

      


      5.1   
If the
Subscriber is a resident of Canada, the Subscriber represents to the Corporation
that the Subscriber is: (i) a close, personal friend, relative or business
associate of a director or executive officer of the Corporation, or a company
all of the voting securities of which are beneficially owned by close, personal
friends, relatives or business associates of a director or senior officer of the
Corporation, or (ii) an accredited investor as defined in National Instrument
45-106 adopted by certain Canadian securities administrators.

      


      6.      MISCELLANEOUS

      


      6.1   
Any
notice or other communication given hereunder shall be deemed sufficient if in
writing and sent by registered or certified mail, return receipt requested,
addressed to the Corporation, at its corporate office at Suite 410 - 103 East
Holly Street, Bellingham, WA  98225, Attention: John P. Thornton,
President and CEO, and to the Subscriber at his/her/its address indicated on the
last page of this Subscription Agreement. Notices shall be deemed to have been
given on the date of mailing, except notices of change of address, which shall
be deemed to have been given when received.

      


      6.2   
The
parties agree to execute and deliver all such further documents, agreements and
instruments and take such other and further action as may be necessary or
appropriate to carry out the purposes and intent of this Subscription
Agreement.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      
 

      6.3   
This
Subscription Agreement will be governed by and construed in accordance with the
laws of the State of Nevada applicable to contracts made and to be performed
therein. The parties hereby submit to personal jurisdiction in the Courts of the
State of Nevada for the enforcement of this Subscription Agreement and waive any
and all rights under the laws of any state to object to jurisdiction within the
State of Nevada for the purposes of litigation to enforce this Subscription
Agreement.

      


      6.4   
The
Subscriber agrees that the representations, warranties and covenants of the
Subscriber herein will be true and correct both as of the execution of this
Subscription Agreement and as of the date of this Subscription Agreement will
survive the completion of the issuance of the Units.  The
representations, warranties and covenants of the Subscriber herein are made with
the intent that they be relied upon by the Corporation in determining the
eligibility of a purchaser of Units and the Subscriber agrees to indemnify the
Corporation and its respective trustees, affiliates, shareholders, directors,
officers, partners, employees, advisors and agents against all losses, claims,
costs, expenses and damages or liabilities which any of them may suffer or incur
which are caused or arise from a breach thereof.  The Subscriber
undertakes to immediately notify the Corporation at Suite 410 - 103 East Holly
Street, Bellingham, WA  98225 of any change in any statement or other
information relating to the Subscriber set forth herein.

      


      6.5   
Time
shall be of the essence hereof.

      


      6.6   
This
Subscription Agreement represents the entire agreement of the parties hereto
relating to the subject matter hereof and there are no representations,
covenants or other agreements relating to the subject matter hereof except as
stated or referred to herein.

      


      6.7   
The terms
and provisions of this Subscription Agreement shall be binding upon and enure to
the benefit of the Subscriber and the Corporation and their respective heirs,
executors, administrators, successors and assigns; provided that, except for the
assignment by a Subscriber who is acting as nominee or agent to the beneficial
owner and as otherwise herein provided, this Subscription Agreement shall not be
assignable by any party without prior written consent of the other
parties.

      


      6.8   
The
Subscriber, on his/her/its own behalf and, if applicable, on behalf of others
for whom he/she/it is contracting hereunder, agrees that this subscription is
made for valuable consideration and may not be withdrawn, cancelled, terminated
or revoked by the Subscriber, on his/her/its own behalf and, if applicable, on
behalf of others for whom he/she/it is contracting hereunder.

      


      6.9   
Neither
this Subscription Agreement nor any provision hereof shall be modified, changed,
discharged or terminated except by an instrument in writing signed by the party
against whom any waiver, change, discharge or termination is
sought.

      


      6.10   
The
invalidity, illegality or unenforceability of any provision of this Subscription
Agreement shall not affect the validity, legality or enforceability of any other
provision hereof.

      


      6.11   
The
headings used in this Subscription Agreement have been inserted for convenience
of reference only and shall not affect the meaning or interpretation of this
Subscription Agreement or any provision hereof.

      


      6.12   
The
covenants, representations and warranties contained herein shall survive the
closing of the transactions contemplated hereby.

      


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          6

          
            

          

        

        
          
          

        

      

      6.13   
This
Subscription Agreement may be executed in one or more counterparts, all of which
will be considered one and the same agreement and will become effective when one
or more counterparts have been signed by each party and delivered to the other
party, it being understood that all parties need not sign the same
counterpart.

      


      IN WITNESS WHEREOF, this
Agreement is executed as of the day and year first written above.

      
        	
                 

                NUMBER
      OF UNITS SUBSCRIBED FOR:

              	
                Units

              
	
                 
      

              	 
      
	
                INDIVIDUAL
      SUBSCRIBER:

              	 
      
	
                 

                Signature
      of Subscriber:

              	 
      
	
                 

                Name
      of Subscriber:

              	 
      
	
                 

                Address
      of Subscriber:

              	 
      
	
                 
      

                 

              	 
      
	
                 

                Telephone
      Number of Subscriber:

              	 
      
	
                 

                E-mail
      Address of Subscriber:

              	 
      


      

      


      


      
        	
                CORPORATE
      SUBSCRIBER:

              	 
      
	
                 

                Signature
      of Authorized Signatory:

              	 
      
	
                 

                Name
      of Subscriber:

              	 
      
	
                 

                Name
      and Title of Authorized Signatory:

              	 
      
	
                 

                Address
      of Subscriber:

              	 
      
	
                 
      

                 

              	 
      
	
                 

                Jurisdiction
      of Incorporation of Subscriber:

              	 
      
	
                 

                Telephone
      Number of Subscriber:

              	 
      
	
                 

                E-mail
      Address of Contact Person:

              	 
      


      

      


      


      
        	
                ACCEPTED
      BY:

                 

              	 
      
	
                NORPAC
      TECHNOLOGIES, INC.

              	 
      
	
                 

                Signature
      Of Authorized Signatory:

              	 
      
	
                 

                Name
      of Authorized Signatory:

              	 
      
	
                 

                Position
      of Authorized Signatory:

              	 
      
	
                 

                Date
      of Acceptance:

              	 
      


      

      


       

       

       

      7