Unassociated Document


    VYSTAR
CORPORATION

    INVESTOR
QUESTIONNAIRE

    AND

    SUBSCRIPTION
AGREEMENT

     

    This
Investor Questionnaire and Subscription Agreement is to be completed by all
Investors seeking to purchase shares of Common Stock and Warrants (the
“Securities”) of Vystar Corporation, a Georgia corporation (the
“Company”).  The following information is needed in order to determine
(i) whether an investment in the Securities is a suitable investment for the
Investor, (ii) to ensure compliance with the requirements of the Securities Act
of 1933, as amended (the “Securities Act”) and state securities laws and (iii)
to determine whether the undersigned is an accredited investor.  The
undersigned understands that the Company will rely upon the information
contained herein for purposes of such determination.

    


    The
undersigned also understands and agrees that, although the Company will use its
best efforts to keep the information provided in the answers to this Investor
Questionnaire and Subscription Agreement strictly confidential, the Company may
present this questionnaire, and the information provided in answers to it, to
such parties as it deems advisable if called upon to establish the availability
under any federal or state securities laws of an exemption from registration of
a private placement or if the contents hereof are relevant to any issue in any
investigation, action, suit or proceeding to which the Company is a party or by
which it is or may be bound.

    


    If
the answer to any questions below is “none” or “not applicable,” please so
indicate.  If you have any questions concerning the definitions or
statutory references used in this Investor Questionnaire and Subscription
Agreement, please contact our counsel, Jerry Baxter at (678)
553-2430.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      I.INDIVIDUAL
INVESTORS

      (Investors
other than Individuals should turn to Page 4)

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        1.

                                      	      
                                        Personal.

                                      	 
	 	 	 
	
                                      	
                                              
                                          Name

                                        

                                      	
                                         

                                      
	 	 	(Exact name as it should appear on stock certificate)
	 	 	  
      
	 	 	Additional
      Investor (i.e., joint tenant, tenant in common, community property
      holder)


                              

                            

                          

                        

                      

                    


                

              

            

          

        

      

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                 

                                                
                                                  	 	
                                                          Residence
      Address

                                                        	
                                                                                                                                            

                                                        
	 	
                                                          Home
      Telephone

                                                        	
                                                                                                                                 

                                                        
	 	
                                                          Date
      of Birth

                                                        	
                                                                                                                                         

                                                        
	 	
                                                          Social
      Security Number

                                                        	
                                                                                                                                                       

                                                        
	 	
                                                          Employer

                                                        	
                                                                                                                              

                                                        
	 	
                                                          Business
      Address

                                                        	
                                                                                                                                          

                                                        
	 	
                                                          Business
      Telephone

                                                        	
                                                                                                                                       

                                                        
	 	
                                                          Occupation      

                                                        	
                                                                                                                 

                                                        
	 	
                                                          Citizenship

                                                        	  
      
	 	 	 
	 	 	 
	      
                                                          2.

                                                        	      
                                                          Joint
      Ownership.

                                                        	 
      
	 	 	 
	 	Complete
      for Tenants in Common, Joint Tenants and Community Property held in two
      names ONLY if the information differs from that given above:
	 	 


                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	 	
                                            Residence
      Address

                                          	
                                                                                                                              

                                          
	 	 	 
	 	
                                            Home
      Telephone

                                          	
                                                                                                                   

                                          
	 	
                                            Date
      of Birth

                                          	
                                                                                                                           

                                          
	 	
                                            Social
      Security Number

                                          	
                                                                                                                                         

                                          
	 	
                                            Employer

                                          	
                                                                                                                

                                          
	 	
                                            Business
      Address

                                          	
                                                                                                                            

                                          
	 	
                                            Business
      Telephone

                                          	
                                                                                                                         

                                          
	 	
                                            Occupation

                                          	
                                                                                                   

                                          
	 	
                                            Citizenship

                                          	  
      
	 	 	 
	3.	Accredited
      Investor Status.	 
	 	 	 
	 	I
      am an “Accredited Investor” as defined in Rule 501(a) of Regulation D
      promulgated under the Securities Act by virtue of meeting the standard(s)
      that I have initialed below:
	 	 
	 	(Please
      initial, in the space provided, the statements(s) applicable to
      you.)
	 	 	 


                                  

                                   

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      
        
          	
                  ____

                	
                  a. 

                	
                  I
      am a director or executive officer of the
  Company.

                


        

      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    or

    
       

      
        
          
            	
                    ____

                  	
                    b. 

                  	
                          
                      I
      have, or my spouse and I jointly have, a net worth in excess of
      $1,000,000.

                    

                  


          

        

      

       

    

    or

    
      
         

        
          
            
              	
                      ____

                    	
                      c. 

                    	
                            
                              
                          I
      have had an individual annual income (exclusive of my spouse’s income,
      regardless of whether this is a joint investment with my spouse) in excess
      of $200,000, or joint annual income with my spouse in excess of $300,000,
      in each of the two most recent years and reasonably expect to reach the
      same income level this
  year.

                        

                      

                    


            

          

        

         

      

    

    If none
of these statements are applicable to you, please check
here  _________.

     

    IF
YOU ARE AN INDIVIDUAL INVESTOR, PLEASE TURN TO PAGE 6 OF THIS INVESTOR
QUESTIONNAIRE AND SUBSCRIPTION AGREEMENT.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      II. 
NON-INDIVIDUAL
INVESTORS

    

     

    (Please
answer Part II only if the purchase is proposed to be undertaken by a
corporation, partnership, trust or other entity.)

     

    IF
INVESTMENT WILL BE MADE BY MORE THAN ONE AFFILIATED ENTITY, PLEASE COMPLETE A
COPY OF THIS INVESTOR QUESTIONNAIRE AND SUBSCRIPTION AGREEMENT FOR EACH
ENTITY.

     

    
      
        
          
            
              	
                      1.

                    	
                      Identification.

                    
	 	 
	
                      Name

                    	
                       

                    
	
                      (Exact
      name as it will appear on stock
certificate)

                    


            

          

        

      

       

      
        


        
          
            
              
                
                  
                    
                      
                        	
                                Address
      of Principal

                              	
                                  

                              
	
                                Place
      of Business

                              	 
      
	
                                Jurisdiction
      of Formation

                              	
                                  

                              
	
                                Or
      Incorporation

                              	 
      
	
                                Contact
      Person

                              	 
      
	
                                Telephone
      Number

                              	 
      
	
                                Federal
      Employer Identification No.

                              	 
      
	
                                Type
      of Entity

                              	
                                  

                              


                      

                    

                  

                

              

            

          

        

        


        
          
            
              	
                      ______

                    	
                      Limited
      Partnership

                    
	
                      ______

                    	
                      General
      Partnership

                    
	
                      ______

                    	
                      Corporation

                    
	
                      ______

                    	
                      Revocable Trust (in Attachment A,
      identify each grantor, and indicate under which circumstances the trust is
      revocable by the grantor)1

                    
	
                      ______

                    	
                      Other
      Type of Trust (indicate type of trust and, for trusts other than pension
      trusts, name the grantors and beneficiaries in Attachment
    A)

                    
	
                      ______

                    	
                      Other
      form of organization (indicate form of organization
  below)

                    
	 	 


            

          

        

         

         

         

        ____________


        
          
            
              	
                      1 

                    	
                      Each individual who invests through a revocable trust must
      complete the Individual Investor section of thisInvestor Questionnaire and
      Subscription Agreement.

                    


            

          

        

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

      

    

    Was the
entity formed for the purpose of this investment?

     

    Yes
________                                                                No
________

    


    If the
answer is yes, all shareholders, partners or other equity owners must answer
Part I of this Investor Questionnaire and Subscription Agreement.  If
the above answer is no, please continue completing this form.

     

    2.           Business.

     

    Please
check the appropriate box to indicate which of the following categories is
applicable to you:

    
      	
               
      

            	
              [  ]

            	
              Any
      organization described in Section 501(c)(3) of the Internal Revenue Code
      of 1986, as amended, corporation, Massachusetts or similar business trust
      or partnership, not formed for the specific purposes of acquiring
      securities of the Company, with total assets in excess of
      $5,000,000;

            


    

    
      	
               
      

            	
              [  ]

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

            


    

    
      	
               
      

            	
              [  ]

            	
              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
      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
      bank as defined in Section 3(a)(2) of the Securities Act or a savings and
      loan association or other institution defined in Section 3(a)(5)(A) of the
      Securities Act, acting in either an individual or fiduciary
      capacity;

            


    

    
      	
               
      

            	
              [  ]

            	
              an
      insurance company as defined in Section 2(13) of the Securities
      Act;

            


    

    
      	
               
      

            	
              [  ]

            	
              an
      employee benefit plan within the meaning of Title I of the Employee
      Retirement Income Security Act of 1974 whose investment decision is made
      by a fiduciary which is either a bank, savings and loan association,
      insurance company, or registered investment advisor, or whose total
      assets exceed $5,000,000, or, if a self-directed plan, a plan whose
      investment decisions are made solely by persons who are accredited
      investors;

            


    

    
      	
               
      

            	
              [  ]

            	
              an
      entity in which all of the equity owners are accredited
      investors;

            


    

    
      	
               
      

            	
              [  ]

            	
              Any
      trust, with total assets in excess of $5,000,000, not formed for the
      specific purpose of acquiring the securities offered by the Company, whose
      purchase is directed by a sophisticated person (as described in Rule
      506(b)(2)(ii) promulgated under the Securities
  Act).

            


    

    
      
        	
                 
      

              	
                [  ]

              	
                Other.  Describe:

              	  


      

    

    
      
        	
                 
      

              	  


      

    

    
      
        	
                 
      

              	  


      

    

    
      
        	
                 
      

              	  


      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    III. 
ADDITIONAL
REPRESENTATIONS

     

    THE
INVESTOR, BY SIGNING THIS INVESTOR QUESTIONNAIRE AND SUBSCRIPTION AGREEMENT,
WILL BE DEEMED TO HAVE MADE ALL REPRESENTATIONS AND WARRANTIES CONTAINED IN
PARAGRAPHS 1 THROUGH 11 BELOW.

     

    
      	
               
      

            	
              1.

            	
              The
      Investor acknowledges that: (a) the Investor has been provided with
      information concerning the Company and has had an opportunity to ask
      questions and to obtain such additional information concerning the Company
      as the Investor deems necessary in connection with the Investor’s
      acquisition of the Securities; (b) information with respect to existing
      business and historical operating results of the Company and estimates and
      projections as to future operations involve significant subjective
      judgment and analysis, which may or may not be correct; (c) the Company
      cannot, and does not, make any representation or warranty as to the
      accuracy of the information concerning the past or future results of the
      Company.

            


    

     

    
      	
               
      

            	
              2.

            	
              The
      Investor has sought such accounting, legal and tax advice as the Investor
      considered necessary to make an informed investment
      decision.  The Investor is experienced in investment and
      business matters and is aware of and can afford the risks of making such
      an investment, including the risk of losing the Investor’s entire
      investment.

            


    

     

    
      	
               
      

            	
              3.

            	
              The
      Securities to be acquired by the Investor will be acquired solely by and
      for the account of the Investor for investment and are not being purchased
      for resale or distribution.  The Investor has no contract,
      undertaking, agreement or arrangement with any person to sell, transfer or
      pledge to such person or anyone else any of the Securities (or any portion
      thereof or interest therein) which the Investor will acquire and the
      Investor has no present plans or intentions to enter into any such
      contract, undertaking, agreement or arrangement.  The financial
      condition of the Investor is such that the Investor has no need for
      liquidity with respect to the Investor’s investment in the Securities and
      no need to dispose of any portion of the Securities to satisfy any
      existing or contemplated undertaking or indebtedness; and the overall
      commitment by the Investor to investments which are not readily marketable
      is not disproportionate to the Investor’s net worth and will not become
      excessive as a result of investment in the
  Securities.

            


    

     

    
      	
               
      

            	
              4.

            	
              The
      Investor understands that the Company has no obligation or intention to
      register the Securities under any U.S. federal or state securities act or
      law or the securities act or law of any other
  jurisdiction.

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              5.

            	
              The
      Investor understands, represents, warrants and agrees that the Investor’s
      Securities are not transferable, that the Investor will not, directly or
      indirectly, sell, assign, convey, hypothecate or otherwise transfer the
      Investor’s Securities (or any portion thereof or interest therein) and
      that violation of the foregoing will cause such transfer to be void and
      need not be recognized by the
Company.

            


    

     

    
      	
               
      

            	
              6.

            	
              The
      Investor warrants that the Investor has knowledge and experience in
      financial, investment and business matters and that the Investor is
      capable of evaluating the merits and risks of an investment in the
      Securities.

            


    

     

    
      	
               
      

            	
              7.

            	
              The
      Investor acknowledges that no representations or agreements have been made
      to the Investor with respect to the purchase of the
      Securities.

            


    

     

    
      	
               
      

            	
              8.

            	
              The
      Investor expressly acknowledges
that:

            


    

     

    
      	
               
      

            	
              (a)

            	
              No
      federal, state or other governmental agency has passed upon the adequacy
      or accuracy or the information concerning the Company or made any finding
      or determination as to the fairness of the investment, or any
      recommendation or endorsement of the Securities as an
      investment.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Investor is not dependent upon a current cash return with respect to the
      Investor’s investment in the Securities, and the Investor understands that
      distributions are not required to be made and that returns on an
      investment in the Securities may not be realized for
  years.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      Securities are being offered and sold to prospective purchasers directly,
      and neither the Company nor any person acting on behalf of the Company has
      offered to sell the Securities to the Investor by means of any form of
      general solicitation or advertising, such as media advertising or public
      seminars.

            


    

     

    
      	
               
      

            	
              9.

            	
              The
      Investor (i) if an individual, is at least 21 years of age; (ii) if a
      partnership, is comprised of partners all of whom are at least 21 years of
      age; and (iii) if a corporation, partnership, trust or other like entity,
      is authorized and otherwise duly qualified to purchase and hold the
      Securities.  The Investor has duly authorized, executed and
      delivered this Investor Questionnaire and Subscription Agreement and
      understands that the Company is not obligated to accept this Investor
      Questionnaire and Subscription Agreement and that this Investor
      Questionnaire and Subscription shall be valid and binding on the Company
      only upon acceptance by the
Company.

            


    

     

    
      	
               
      

            	
              10.

            	
              The
      Investor certifies under penalties of perjury that (i) the Investor’s
      taxpayer identification number (social security number for an individual
      Investor) as set forth herein is correct; (ii) the Investor’s home address
      (in the case of an individual) or principal place of business (in the case
      of an entity) as set forth herein is correct; and (iii) the Investor is
      not subject to backup withholding either because the Investor has not been
      notified by the Internal Revenue Service (“IRS”) that the Investor is
      subject to backup withholding as a result of a failure to report all
      interest or dividends, or because the Investor has been notified by the
      IRS that the Investor is no longer subject to backup
      withholding.  If the Investor is subject to backup withholding,
      Investor should cross through clause (iii) and check the following
      box:  o

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    
      IV.
GENERAL
REPRESENTATION

    

     

    The
undersigned represents that the information contained herein is complete and
accurate and may be relied upon by the Company in complying with its obligations
under applicable securities laws.  Consequently, the undersigned
hereby agrees to notify the Company forthwith of any changes in the information
contained herein.

     

    


     

    


     

    [Signatures
on the following page]

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN
WITNESS WHEREOF, I have executed this Investor Questionnaire and Subscription
Agreement as Investor this ___ day of ________, 2009.

     

    


     

    
      
        	 	 	 
     
	 	 	      
                Name
      of Investor (Please Print)

                 

                By:   
      _____________________________

                                  
      Signature of Investor

                Title:
      _____________________________

                 

                 

                Number
      of Securities Subscribed:

                 

                __________
      shares of Common Stock (and accompanying warrants to purchase one share of
      Common Stock at the rate of one (1) warrant for each two (2) shares of
      Common Stock subscribed) at  $1.00 per
    share.

              
	 	 	 


      

    

     


    Accepted
this ____ day of __________, 2009:

     

    Vystar
Corporation

     

    By:
____________________________

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Attachment
A

     

    I.           REVOCABLE
TRUSTS

     

    1.           Identify
each grantor:

     

    2.           Circumstances
under which the trust is revocable by the grantor(s).

     

     

     

     

    II.           OTHER
TRUSTS

     

    1.           Type
of trust:

     

    2.           For
trusts other than pension trusts, identify each grantor and
beneficiary:

     

     
Grantor(s):

     

      Beneficiary(ies):