SUBSCRIPTION AGREEMENT
FOR SHARES OF COMMON STOCK OF
CAREADVANTAGE, INC.
A Delaware Corporation
THE SHARES OF COMMON STOCK (THE "SHARES") OF CAREADVANTAGE, INC., A DELAWARE
CORPORATION (THE "CORPORATION") HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), NOR UNDER THE
SECURITIES LAWS OF ANY OTHER COUNTRY, AND THE COMPANY IS UNDER NO OBLIGATION TO
REGISTER THE SHARES UNDER THE SECURITIES ACT OR ANY SUCH OTHER LAWS IN THE
FUTURE.
THE SHARES ARE BEING OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER SECTION 4(2) OF THE SECURITIES ACT AND REGULATION D ("REGULATION D")
PROMULGATED THEREUNDER OR REGULATION S PROMULGATED THEREUNDER.
THESE SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY
NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM.
THE PURCHASE OF THE SECURITIES OFFERED
HEREBY INVOLVES SIGNIFICANT RISKS.
THE SHARES OF ANY SUBSCRIBER THAT IS A NON
U.S. PERSON MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO ANY U.S.
PERSON UNLESS THE SHARES ARE REGISTERED OR EXEMPT FROM REGISTRATION AND THE
COMPANY HAS GIVEN ITS EXPRESS WRITTEN APPROVAL OF SUCH AN OFFER OR SALE.
NO
SUCH SUBSCRIBER SHALL UNDERTAKE ANY HEDGING TRANSACTIONS INVOLVING THE SHARES
EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT.
INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS
OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
IN MAKING AN INVESTMENT
DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE SHARES AND THE
TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED.
THE SHARES
BEING OFFERED HEREBY HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE
SECURITIES COMMISSION OR REGULATORY AUTHORITY.
FURTHERMORE THE FOREGOING
AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS
DOCUMENT.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THIS OFFERING IS ONLY TO PERSONS WHO SATISFY THE DEFINITION OF ACCREDITED
INVESTOR FOR PURPOSES OF THE SECURITIES ACT AND ONLY SUBSCRIPTIONS BY SUCH
ACCREDITED INVESTORS WILL BE ACCEPTED.
CAREADVANTAGE, INC.
SUBSCRIPTION AGREEMENT
CareAdvantage Inc.
485-C Route 1 South
Iselin, New Jersey 08830
Ladies/Gentlemen:
This Stock Purchase and Subscription Agreement (the "Agreement") is being
furnished to CareAdvantage, Inc. (the "Corporation"), a corporation organized
under the laws of the State of Delaware, by the undersigned subscriber (the
"Investor") in connection with an offering by the Corporation to sell shares
(the "Shares") of its common stock, par value $0.001 per share, (the "Common
Stock").
This offering is being made only to persons or entities who are
"accredited investors" as defined below.
The Investor hereby agrees to purchase
Shares in a private transaction, as described herein.
In consideration for the acceptance by the Corporation of this Agreement, the
Investor hereby agrees, covenants, represents and warrants as follows:
1.
Subscription.
Subject to the terms of this Agreement, the
Investor hereby subscribes for __________________ Shares for a purchase price
per share of $0.005 and an