EXHIBIT 10.01

THIS SUBSCRIPTION AGREEMENT IS EXECUTED IN RELIANCE UPON (1) THE EXEMPTION PROVIDED BY SECTION 4(a)(2) AND REGULATION D, RULE 506 FOR TRANSACTIONS NOT INVOLVING A PUBLIC OFFERING UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR (2) THE EXEMPTION TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO RULE 903 OF REGULATION S (“REGULATION S”) PROMULGATED UNDER THE SECURITIES ACT THIS OFFERING IS BEING MADE ONLY TO ACCREDITED INVESTORS OR TO NON-U.S. PERSONS PURSUANT TO RULE 903 OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT. NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION RELATES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION D OR REGULATION S UNDER THE SECURITIES ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE SECURITIES ACT.

_________________________

 

SUBSCRIPTION AGREEMENT

_________________________

 

THIS SUBSCRIPTION AGREEMENT (this “Subscription”) has been executed by Blacksands Petroleum, Inc., a corporation organized under the laws of the State of Nevada (hereinafter referred to as the “Company”) and the purchaser set forth on the signature page (the “Signature Page”) attached hereto (the “Purchaser”) in connection with the private placement of an aggregate of 1,500,000 shares of Series C Convertible Preferred Stock (the “Preferred Stock”) of the Company, in one or more closings, on each Closing Date, as set forth herein. The Preferred Stock being subscribed for pursuant to this Subscription has not been registered under the Securities Act. The offer of the Preferred Stock and, if this Subscription is accepted by the Company, the sale of Preferred Stock, is being made in reliance upon Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act or Rule 903 of Regulation S promulgated under the Securities Act. All dollar amounts in this Subscription are expressed in U.S. Dollars.

 

1. The undersigned Purchaser, as principal, hereby subscribes to purchase the number of shares of Preferred Stock set forth on the Signature Page attached hereto, at an aggregate purchase price as set forth on the Signature Page (the “Subscription Funds”), pursuant to the terms and conditions of this Subscription.

 

2.  

 

(a)  The Purchaser shall pay the Subscription Funds by delivering good funds in United States Dollars by way of wire transfer of funds to the Company pursuant to the wire transfer instructions as set forth in Exhibit B, attached hereto and made a part hereof.

 

(b)  Upon receipt of the Subscription Funds and acceptance of this Subscription by the Company, the Company shall take up the Subscription Funds (the “Closing Date”) and issue a certificate representing the Preferred Stock represented by the amount of the accepted Subscription Funds, issued in the name of the Purchaser, which certificate shall be dated as of the Closing Date, and the Preferred Stock shall have the rights, preferences and other terms and provisions as set forth in the Certificate of Designation, Preferences and Rights of Series C Convertible Preferred Stock in the form attached hereto as Exhibit C (the “Series C Certificate of Designation”).

 

(c)  The Purchaser acknowledges that the subscription for Preferred Stock hereunder may be rejected in whole or in part by the Company in its sole discretion and for any reason. The Company shall have no obligation hereunder until the Company shall execute and deliver to the Purchaser an executed copy of this Subscription. If this Subscription is rejected in whole, or the offering of Preferred Stock is terminated, all funds received from the Purchaser will be returned without interest or offset, and this Subscription shall thereafter be of no further force or effect. If this Subscription is rejected in part, the funds for the rejected portion of this subscription will be returned without interest or offset, and this Subscription will continue in full force and effect to the extent this Subscription was accepted.

 

	 
	
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3. The Purchaser represents and warrants to the Company, with the intent that the Company will rely thereon in accepting this Subscription, that:

 

(a)  Accredited Investor or Non-U.S. Purchaser. The Purchaser is either (i) an “accredited investor” as that term is defined in Regulation D promulgated under the Securities Act and as set forth in Exhibit A-1 attached hereto and made a part hereof, or (ii) outside the United States when receiving and executing this Subscription Agreement and the Purchaser is not a U.S. Person as defined in Rule 902 of Regulation S promulgated under the Securities Act and as set forth in Exhibit A-2 attached hereto and made a part hereof;

 

(b)  Own Account. The Purchaser is purchasing the Preferred Stock as principal for its own account, and, in the case of a Non-U.S. Person, not for the account or benefit of, directly or indirectly, any U.S. Person. The Purchaser is purchasing the Preferred Stock for investment purposes only and not with an intent or view towards further sale or distribution (as such term is used in Section 2(11) of the Securities Act) thereof, and has not pre-arranged any sale with any other purchaser and has no plans to enter into any such agreement or arrangement. If the Purchaser is a Non-U.S. Person, such Purchaser has no intention to distribute either directly or indirectly any of the Preferred Stock in the United States or to U.S. Persons;

 

(c)  Exemption. The Purchaser understands that the offer and sale of the Preferred Stock is not being registered under the Securities Act or any state securities laws and is intended to be exempt from registration provided by either (i) in the case of U.S. person, Rule 506 promulgated under Regulation D and/or Section 4(a)(2) of the Securities Act or (ii) in the case of a Non-U.S. Person, Rule 903 of Regulation S promulgated under Regulation S of the Securities Act;

 

(d)  No Registration. The Preferred Stock have not been registered under the Securities Act or any state securities laws and may not be transferred, sold, assigned, hypothecated or otherwise disposed of unless registered under the Securities Act and applicable state securities laws or unless an exemption from such registration is available (including, without limitation, under Rule 144 of the Securities Act, as such rule may be amended, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect (“Rule 144”)). The Purchaser represents and warrants and hereby agrees that all offers and sales of the Units and the Preferred Stock shall be made only pursuant to such registration or to such exemption from registration;

 

(e)  No Directed Selling Efforts. If the Purchaser is a non-U.S. Person, the Purchaser has not acquired the Preferred Stock as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 1933 Act) in the United States in respect of the Preferred Stock which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Preferred Stock; provided, however, that the Purchaser may sell or otherwise dispose of the Preferred Stock pursuant to registration thereof under the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements;

 

(f)  No Plan or Scheme. If the Purchaser is a non-U.S. Person, the Purchaser acknowledges that the statutory and regulatory basis for the exemption from U.S registration requirements claimed for the offer of the Preferred Stock, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act or any applicable state or provincial securities laws;

 

	 
	
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(g)  The Purchaser. The Purchaser (i) if a natural person, represents that the Purchaser has reached the age of 21 and has full power and authority to execute and deliver this Subscription and all other related agreements or certificates and to carry out the provisions hereof and thereof; (ii) if a corporation, partnership, or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed for the specific purpose of acquiring the Preferred Stock, such entity is duly organized, validly existing and in good standing under the laws of the state of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Securities, the execution and delivery of this Subscription has been duly authorized by all necessary action, this Subscription has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; or (iii) if executing this Subscription in a representative or fiduciary capacity, represents that it has full power and authority to execute and deliver this Subscription in such capacity and on behalf of the subscribing individual, ward, partnership, trust, estate, corporation, or limited liability company or partnership, or other entity for whom the Purchaser is executing this Subscription, and such individual, partnership, ward, trust, estate, corporation, or limited liability company or partnership, or other entity has full right and power to perform pursuant to this Subscription and make an investment in the Company, and represents that this Subscription constitutes a legal, valid and binding obligation of such entity. The execution and delivery of this Subscription will not violate or be in conflict with any order, judgment, injunction, agreement or controlling document to which the Purchaser is a party or by which it is bound;

 

(h)  Foreign Subscriber. If the Purchaser is not a U.S. Person, such Purchaser has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Preferred Stock or any use of this Subscription Agreement, including: (a) the legal requirements within its jurisdiction for the purchase of the Preferred Stock; (b) any foreign exchange restrictions applicable to such purchase; (c) any governmental or other consents that may need to be obtained; and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Preferred Stock. Such Purchaser’s subscription and payment for, and its continued beneficial ownership of the Preferred Stock, will not violate any applicable securities or other laws of the Purchaser’s jurisdiction;

 

(i)  No Advertisement or General Solicitation. Purchaser acknowledges that it is not aware of, is in no way relying on, and did not become aware of the offering of the Preferred Stock through or as a result of any form of general solicitation or general advertising, including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or through any seminar or meeting whose attendees have been invited by any general solicitation or general advertising;

 

(j)  Experience. The Purchaser is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of its investments, and to make an informed decision relating thereto, and to protect its own interests in connection with the purchase of the Preferred Stock; and

 

(k)  Risk. The Purchaser acknowledges that the purchase of the Preferred Stock involves a high degree of risk, is aware of the risks and further acknowledges that it can bear the economic risk of the Preferred Stock, including the total loss of its investment. The Purchaser has adequate means of providing for its financial needs and foreseeable contingencies and has no need for liquidity of its investment in the Preferred Stock for an indefinite period of time.

 

4. As soon as practicable after the Closing Date, the Company shall issue and deliver, or shall cause the issuance and delivery of, the Preferred Stock in the name or names specified by the Purchaser purchased in the Offering. Such Preferred Stock shall bear a legend in substantially the following form:

 

	 
	
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For U.S. Persons:

 

THESE SECURITIES HAVE BEEN ISSUED PURSUANT TO THE EXEMPTION FROM THE REGISTRATION PROVISIONS UNDER THE SECURITIES ACT OF 1933, AS AMENDED PROVIDED BY RULE 506 OF REGULATION D UNDER SUCH ACT AND/OR SECTION 4(a)(2) OF SUCH ACT. THESE SECURITIES CANNOT BE TRANSFERRED, OFFERED, OR SOLD UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE.

 

For Non-U.S. Persons:

 

THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES (AS DEFINED HEREIN) OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT. “UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.

 

5.  If the Company shall determine to register for its own account or the account of others under the Securities Act any of its equity securities, the Company shall include in such registration statement all of the shares of common stock issuable upon conversion of the Preferred Stock (the “Registrable Securities”) of the Purchaser. Notwithstanding the foregoing, in the event that any registration shall be in whole or in part an underwritten offering, the number of Registrable Securities to be included in such an underwriting may be reduced (pro rata among the Purchaser and the holders of the other registrable securities contemplated being included in such registrations based on the number of registrable securities requested to be registered by each of them) if and to the extent that the managing underwriter shall be of the good faith opinion (expressed in writing) that such inclusion would reduce the number of registrable securities to be offered by the Company or otherwise adversely affect such offering. Nothing herein shall be construed so as to require the Company, in connection with any proposed offering, to engage the services of an underwriter, as, for example, if the Company shall file a registration statement under Rule 415 of the Securities Act without the services or engagement of any underwriter. This “piggy-back” registration right shall not apply to an offering of equity securities registered on Form S-4 or S-8 (or their then equivalent forms) relating to securities to be issued solely in connection with an acquisition of any entity or business or securities issuable in connection with a stock option or other employee benefit plan. Notwithstanding the foregoing, the Company shall not be required to register any Registrable Securities that may be sold without restriction under Rule 144 (including, without limitation, volume restrictions).

 

	 
	
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6. 

 

(a)  Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Subscription, the Preferred Stock and the Series C Certificate of Designation (collectively, the “Transaction Documents”) shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or under any of the other Transaction Documents or in connection herewith or therewith or with any transaction contemplated hereby or thereby or discussed herein or therein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Subscription and agrees that such service shall constitute good and sufficient service of process and notice thereof. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS SUBSCRIPTION OR ANY TRANSACTION CONTEMPLATED HEREBY.

 

(b)  Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

 

(c)  Severability. If any provision of this Subscription is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Subscription so long as this Subscription as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

 

(d)  Amendments. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party. This Subscription can only be amended in a writing executed by the Company and the Purchaser.

 

(e)  Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Subscription must be in writing and will be deemed to have been delivered: (i) upon receipt, if delivered personally; (ii) when sent, if sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); (iii) when sent, if sent by e-mail (provided that such sent e-mail is kept on file (whether electronically or otherwise) by the sending party and the sending party does not receive an automatically generated message from the recipient’s e-mail server that such e-mail could not be delivered to such recipient) and (iv) if sent by overnight courier service, one (1) Business Day after deposit with an overnight courier service with next day delivery specified, in each case, properly addressed to the party to receive the same. The addresses, facsimile numbers and/or e-mail addresses for such notices, consents, waivers or other communications are as follows:

 

If to the Company:

 

Blacksands Petroleum, Inc.

800 Bering, Suite 250

Houston, Texas 77057

E-mail address: rhondarosen@verizon.net

Facsimile: 713-583-1617

Attention: Rhonda B. Rosen, Interim President

 

	 
	
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With a copy (for informational purposes only) to:

 

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32nd Floor

New York, New York 10006

E-mail address: mross@srff.com

Facsimile: (212) 930-9725

Attention: Marc J. Ross, Esq.

 

If to the Purchaser, to its address, facsimile number or e-mail address set forth on the signature page attached hereto.

 

Any party may change the address, facsimile number or e-mail address and/or to the attention of such other person as the party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine containing the time, date and recipient facsimile number or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an overnight courier service in accordance with clause (i), (ii) or (iv) above, respectively. A copy of the e-mail transmission containing the time, date and recipient e-mail address shall be rebuttable evidence of receipt by e-mail in accordance with clause (iii) above.

 

(f)  Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, including, as contemplated below, any assignee or transferee of any of the Preferred Stock. Neither party shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party (which may be granted or withheld in such party’s sole discretion).

 

(g)  Survival. The representations, warranties, agreements and covenants shall survive the closing.

 

{signature page follows]

 

	 
	
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SIGNATURE PAGE TO

SUBSCRIPTION AGREEMENT

 

Purchaser hereby elects to subscribe under the Subscription Agreement for a total of 1,000,000 shares of Preferred Stock, at a cost of $1.00 per share of Preferred Stock. 

 

Purchaser’s signature below constitutes execution of the Subscription Agreement. 

 

Date: October 15th, 2014.

 

If the Purchaser is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY:

 

	
 

	
 

	
 

	
 


	
Print Name(s)

	
 

	
Social Security Number(s)

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
Signature(s) of Purchaser(s)

	
 

	
Signature

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
Date

	
 

	
Address

	
 




 

If the Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST:

 

	
Silver BF Ventures SDN BHD

	
 

	
N/A

	
 


	
Name of Partnership,

	
 

	
U.S. Federal Taxpayer Identification

	
 


	
Corporation, Limited

	
 

	
Number (if applicable)

	
 


	
Liability Company or Trust

	
 

	
 

	
 




 

	
By:

	
/s/ David Dawes

	
 

	
Malaysia

	
 


	
 

	
Name: David Dawes

	
 

	
State/Country of Organization

	
 


	
 

	
Title: Director

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
October 15, 2014

	
 

	
Level 6(D), Main Office Tower

	
 


	
Date

	
 

	
Financial Park Labuan Complex

	
 


	
 

	
 

	
 

	
Jalan Merdeka, 87000, Labuan, Malaysia

	
 


	
 

	
 

	
 

	
Address

	
 




 

	
ACCEPTED AND AGREED TO

This 16th day of October, 2014.

	
Mailing address: Silver BF Ventures SDN BHD,

c/o Niconsult GmbH, Usteristrasse 9, 8001 Zurich

Attn: Nico Civelli, Tel. +41 44 217 4804


	
BLACKSANDS PETROLEUM, INC.

	
 




 

	
By:

	
/s/ Rhonda Rosen

	
 


	
 

	
Name: Rhonda Rosen

	
 


	
 

	
Title: Interim President

	
 




 

	 
	
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EXHIBIT A-1 - ACCREDITED INVESTOR PAGE FOR U.S. PURCHASERS

 

The undersigned Purchaser is an “accredited investor” as that term is defined in Regulation D promulgated under the Securities Act by virtue of being (initial all applicable responses):

 

	
---- 

	
 

	
A small business investment company licensed by the U.S. Small Business Administration under the Small Business Investment Company Act of 1958,


	
----

	
 

	
A business development company as defined in the Investment Company Act of 1940,


	
----

	
 

	
A national or state-chartered commercial bank, whether acting in an individual or fiduciary capacity,


	
----

	
 

	
An insurance company as defined in Section 2(13) of the Securities Act,


	
----

	
 

	
An investment company registered under the Investment Company Act of 1940,


	
----

	
 

	
An employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, where the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, insurance company, or registered investment advisor, or an employee benefit plan which has total assets in excess of $5,000,000,


	
----

	
 

	
A private business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940,


	
----

	
 

	
An organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation or a partnership with total assets in excess of $5,000,000,


	
----

	
 

	
A natural person whose individual net worth, or joint net worth with that person's spouse, at the time of purchase exceeds $1,000,000. For purposes of this Exhibit A-1, “net worth” means the excess of total assets at fair market value over total liabilities. For purposes of calculating net worth under this section, (i) the primary residence shall not be included as an asset, (ii) to the extent that the indebtedness that is secured by the primary residence is in excess of the fair market value of the primary residence, the excess amount shall be included as a liability, and (iii) if the amount of outstanding indebtedness that is secured by the primary residence exceeds the amount outstanding 60 days prior to the execution of this questionnaire, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability.


	
----

	
 

	
Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Section 506(b)(2)(ii) of Regulation D,


	
----

	
 

	
A natural person who had an individual income in excess of $200,000 in each of the two most recent calendar years, and has a reasonable expectation of reaching the same income level in the current calendar year. For purposes of this Exhibit A-1, “income” means annual adjusted gross income, as reported for federal income tax purposes, plus (i) the amount of any tax-exempt interest income received; (ii) the amount of losses claimed as a limited partner in a limited partnership; (iii) any deduction claimed for depletion; (iv) amounts contributed to an IRA or Keogh retirement plan; (v) alimony paid; and (vi) any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income pursuant to the provisions of Section 1202 of the Internal Revenue Code of 1986, as amended.


	
----

	
 

	
A corporation, partnership, trust or other legal entity (as opposed to a natural person) and all of such entity's equity owners fall into one or more of the categories enumerated above. (Note: additional documentation may be requested).




 

	
 

	
 

	
 

	
 


	
Name of Purchaser (Print)

	
 

	
Name of Joint Purchaser (if any) (Print)

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
Signature of Purchaser

	
 

	
Signature of Joint Purchaser (if any)  

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
Capacity of Signatory (for entities)

	
 

	
Date

	
 




 

	 
	
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EXHIBIT A-2 - REGULATION S PAGE FOR NON-U.S. PURCHASERS

 

The undersigned Purchaser (a “Reg S Person”) is not a U.S. Person as defined in Section 902 of Regulation S promulgated under the Securities Act, and hereby represents that the representations in paragraphs (1) through (9) are true and correct with respect to such Reg S Person.

 

	
(1)

	
Such Reg S Person acknowledges and warrants that (i) the issuance and sale to such Reg S Person of the Securities is intended to be exempt from the registration requirements of the Securities Act, pursuant to the provisions of Regulation S; (ii) it is not a “U.S. Person,” as such term is defined in Regulation S and herein, and is not acquiring the Securities for the account or benefit of any U.S. Person; and (iii) the offer and sale of the Securities has not taken place, and is not taking place, within the United States of America or its territories or possessions. Such Reg S Person acknowledges that the offer and sale of the Securities has taken place, and is taking place in an “offshore transaction,” as such term is defined in Regulation S.


	
 

	
 


	
(2)

	
Such Reg S Person acknowledges and agrees that, pursuant to the provisions of Regulation S, the Securities cannot be sold, assigned, transferred, conveyed, pledged or otherwise disposed of to any U.S. Person or within the United States of America or its territories or possessions for a period of six months from and after the Closing Date, unless such Securities are registered for sale in the United States pursuant to an effective registration statement under the Securities Act or another exemption from such registration is available. Such Reg S Person acknowledges that it has not engaged in any hedging transactions with regard to the Securities.


	
 

	
 


	
(3)

	
Such Reg S Person consents to the placement of a legend on any certificate, note or other document evidencing the Securities and understands that the Company shall be required to refuse to register any transfer of Securities not made in accordance with applicable U.S. securities laws.


	
 

	
 


	
(4)

	
Such Reg S Person is not a “distributor” of securities, as that term is defined in Regulation S, nor a dealer in securities. Such Reg S Person is purchasing the Securities as principal for its own account, for investment purposes only and not with an intent or view towards further sale or distribution (as such term is used in Section 2(11) of the Securities Act) thereof, and has not pre-arranged any sale with any other purchaser and has no plans to enter into any such agreement or arrangement.


	
 

	
 


	
(5)

	
Such Reg S Person is not an Affiliate of the Company nor is any Affiliate of such Reg S Person an Affiliate of the Company. An “Affiliate” is an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind (each of the foregoing, a “Person”) that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act. With respect to a Reg S Person, any investment fund or managed account that is managed on a discretionary basis by the same investment manager as such Reg S Person will be deemed to be an Affiliate of such Reg S Person.


	
 

	
 


	
(6)

	
Such Reg S Person understands that the Securities have not been registered under the Securities Act or the securities laws of any state and are subject to substantial restrictions on resale or transfer. The Securities are “restricted securities” within the meaning of Regulation S and Rule 144, promulgated under the Securities Act.


	
 

	
 


	
(7)

	
Such Reg S Person acknowledges that the Securities may only be sold offshore in compliance with Regulation S or pursuant to an effective registration statement under the Securities Act or another exemption from such registration, if available. In connection with any resale of the Securities pursuant to Regulation S, the Company will not register a transfer not made in accordance with Regulation S, pursuant to an effective registration statement under the Securities Act or in accordance with another exemption from the Securities Act.


	
 

	
 


	
(8)

	
Such Reg S Person represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with the offering of the Securities, including: (a) the legal requirements within its jurisdiction for the purchase of the Securities; (b) any foreign exchange restrictions applicable to such purchase; (c) any governmental or other consents that may need to be obtained; and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Securities. Such Reg S person’s subscription and payment for, and its continued beneficial ownership of the Securities, will not violate any applicable securities or other laws of the jurisdiction of its residence.




 

	 
	
9








	





 

	
(9)

	
Such Reg S Person makes the representations, declarations and warranties as contained in this Exhibit A-2 with the intent that the same shall be relied upon by the Company in determining its suitability as a purchaser of such Securities.




 

	
Silver BF Ventures SDN BHD

	
 

	
 

	
 


	
Name of Purchaser (Print)

	
 

	
Name of Joint Purchaser (if any) (Print)

	
 


	
 

	
 

	
 

	
 


	
David Dawes

	
 

	
 

	
 


	
Signature of Purchaser

	
 

	
Signature of Joint Purchaser (if any)  

	
 


	
 

	
 

	
 

	
 


	
Director

	
 

	
October 15, 2014

	
 


	
Capacity of Signatory (for entities)

	
 

	
Date 

	
 




 

	 
	
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EXHIBIT B 

 

WIRE INSTRUCTIONS

 

 

 

 

	 
	
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EXHIBIT C

 

CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS 

OF SERIES C CONVERTIBLE PREFERRED STOCK

 

 

 

 

 

 

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