This packet contains the documents that are required to be completed by subscribers (the Subscriber or Subscribers) and maintained by Lyfe Communications, Inc., a Utah corporation (the Company), in an effort to document the facts relied on by the Company for claiming one or more exemptions from registration under applicable federal securities laws, rules and regulations in connection with the Companys private offer and sale of its Common Stock as defined and described in the Term Sheet that comprises the cover page of the Companys offering materials (respectively, the Term Sheet and the Offering, and with these Subscription Documents and the Term Sheet being collectively called the Transaction Documents).
If the Subscriber is a corporation, partnership, trust or other legal entity, it must also furnish a certificate executed by the corporate secretary, partner, trustee or other appropriate officer to the effect that the person signing the subscription has been duly authorized to do so; that the subscription is being made in accordance with the articles of incorporation, bylaws,
partnership agreement, trust agreement or other governing instrument as applicable under the circumstances; and that such entity was not formed for the principal purpose of making the investment. Advice regarding the form and content of such certificate, appropriate in specific circumstances, will be provided on request.
You should carefully read the Subscription Documents before subscribing for the purchase of the Common Stock. Once accepted by the Company, subscriptions may not be revoked. The duplicate copy of the Subscription Documents should be retained for your own files. The other copy of the Subscription Documents will be used by the Company in reviewing your subscription. After processing, a copy of the Subscription Agreement, signed by the Company, will be returned to Subscribers whose subscriptions are accepted and, if applicable, certificates and authenticated subscriptions will be issued immediately.
Lyfe Communications, Inc.
455 East 500 South, Suite 205
912 West Baxter Drive, Suite 200
Salt Lake City, Utah 84111
South Jordan, Utah 84095
Telephone: (801) 363-7411
Telephone: (801) 478-2470
Only accredited investors may subscribe to purchase the Common Stock. You are entitled to ask questions of and receive answers to such questions respecting information concerning the Company from directors and executive officers of the Company to your full satisfaction, and are also granted access to all material documents of the Company, except proprietary information about the Companys intellectual property or otherwise.
Access to Information
Please see the Edgar Archives of the SEC at www.sec.gov for access to all reports and registration statements filed by the Company with the SEC; if you do not have Internet access, a copy of all filings made by the Company with the SEC during the past 12 months will be provided to you on request at no cost.
Very truly yours,
/s/Robert A. Bryson
Lyfe Communications, Inc.
Robert A. Bryson, President
With this Agreement, the Subscriber is also tendering to the Company: (i) a suitability letter, (ii) an investment letter, (iii) payment of the full subscription amount, in cash, and (iii) a purchaser representative disclosure and/or certificate of corporation, partnership or other entity, if applicable. The foregoing are sometimes hereinafter referred to as the Subscription Documents.
Information Provided by the Subscriber. All information which the Subscriber has provided or is providing the Company, or to its agents or representatives concerning the Subscribers suitability to invest in the Company is complete, accurate and correct as of the date of the signature on the last page of this Agreement. Such information includes, but is not limited to information concerning the Subscribers personal financial affairs, business position and the knowledge and experience of the
Subscriber and the Subscribers advisors. The Company shall maintain such information regarding the Subscriber in strict confidence except as may be required to be disclosed to governmental agencies in support of an available exemption from the registration requirements of applicable securities laws, rules and regulations regarding the offer and sale of the Common Stock.
Information Provided by the Company. The Subscriber has been provided with access to all material information about the Company requested by either the Subscriber, the Subscribers purchaser representative or others representing the Subscriber, including access to all filings of the Company with the SEC that are contained in the Edgar Archives, any information requested to verify any information furnished, and there has been direct communication between the Company and its representatives on the one hand and the Subscriber and the Subscribers representatives and advisors on the other in connection with information regarding the purchase made hereby. The Company has given the Subscriber the opportunity to ask questions of and receive answers from the Company and/or its directors, officers, employees or representatives concerning the terms and conditions of this Offering and to obtain any additional information (to the extent the Company possesses such information or can acquire it without unreasonable effort or expense) desired or necessary to verify the accuracy of the information provided. Any proprietary information disclosed or discovered by the Subscriber in reviewing information made available to the Subscriber by the Company in connection with the offer and sale of the Common Stock shall be maintained by the Subscriber in strict confidence.
Financial Condition of the Subscriber. The Subscriber has adequate means of providing for his/her/its current needs and possible personal contingencies and has no need now, and anticipates no need in the foreseeable future, to sell the Common Stock for which the undersigned hereby subscribes. The Subscriber represents that Subscriber is able to bear the economic risks of this investment and is able to hold the securities for an indefinite period of time and has a sufficient net worth to sustain a loss of the entire investment, in the event such loss should occur.
Purchase Entirely for Own Account. The Subscriber has no present intention of dividing the Common Stock with others or of reselling or otherwise disposing of any portion of the Common Stock unless registered pursuant to a registration statement filed with the SEC or there is an available exemption from such registration for any such disposition.
No Reliance on Unauthorized Representations. The Subscriber has not specifically relied on any oral representations from the Company, or any broker or salesman or their partners, shareholders, directors, officers, employees or agents, except:
Indemnity. The Subscriber hereby agrees to indemnify the Company and any person participating in the Offering, and to hold them harmless, and to grant them a right of set-off from and against any and all liability, damages, cost or expense (including, but not limited to, reasonable attorneys fees), including the amount paid in settlement and whether or not suit is commenced, incurred on account of or arising out of any inaccuracy in the Subscribers declarations, representations and warranties set forth in any portion of the Subscription Documents executed and delivered by the Subscriber in connection with his/her/its subscription for the purchase of the Common Stock.
Setoff. Notwithstanding the provisions of the last preceding section or the enforceability thereof, the Subscriber hereby grants the Company the right of setoff against any amounts payable by the Company to the Subscriber for whatever reason, before any and all damages, costs or expenses (including, but not limited to, reasonable attorneys fees) incurred on account of or arising out of any of the items referred to in clauses (a) through (c) of the last preceding section.
Confidentiality. The Subscriber acknowledges that all information disclosed by the Company (Confidential Information) that is otherwise not publicly available shall be kept in strict confidence, including, but not limited to the name of any public entity into which the Company may propose to merge or reorganize, understanding that the use of the name of any such public company in the purchase or sale of securities of that company may subject the Subscriber and anyone to whom such information is disclosed to liability under Rule 10b-5 of the SEC and Section 10(b) of the Securities Exchange Act of 1934, as amended. Confidential Information, when concerning the Company, shall also include, without limitation, business plans, products, product functionality, product plans, technical data, schematics, specifications, documentation, know-how, business methods, customers, suppliers, methodologies, inventions, procedures, designs, intellectual property and financial and statistical information. Confidential Information shall not include any information which a party can prove (i) was rightfully in the possession of that party prior to receiving it from the other party, (ii) was in the public domain at or subsequent to the time of disclosure (through no breach or fault of that party), (iii) was independently developed by that party without use or reliance upon any Confidential Information of the other party or (iv) was obtained in good faith from a third party not under any obligation of confidentiality.
This Counterpart Signature Page for that certain Subscription Agreement between Lyfe Communications, Inc., a Utah corporation (the Company), and the undersigned Subscriber to purchase securities of the Company pursuant thereto, is executed by the undersigned as of the date hereof. The undersigned, through execution and delivery of this Counterpart Signature page, intends to be legally bound by the terms of such Agreement.
I have such knowledge and experience in business and financial matters that I am capable of evaluating the Company, its proposed business activities and the risks and merits of this prospective investment, and am not utilizing a purchaser representative as defined in Regulation D promulgated under the Securities Act of 1933, as amended (the Securities Act), in connection with the evaluation of such risks and merits, except the following: _______________________________________________
I shall provide a separate written statement from each purchaser representative on the Subscriber Representative Acknowledgment form available from the Company or its placement agents in which is disclosed (i) the relationship of the purchaser representative with the Company, if any, which has existed at any time during the previous two years, (ii) the compensation received or to be received as a result of such relationship, and (iii) the education, experience and knowledge in financial and business matters which enables the purchaser representative to evaluate the relative merits and risks of an investment in the Company.
Any bank as defined in Section 3(a)(2) of the Securities Act or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; any insurance company as defined in Section 2(13) of the Securities Act; any investment company registered under the Investment Company Act of 1940 or a business development
company as defined in Section 2(a)(48) of that Act; any small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment advisor, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;
Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;
If not an accredited investor, I am a sophisticated investors, who, by reason of business acumen, experience, employment or other factors, are fully capable of evaluating the risks and merits of an investment in the Company.
The undersigned, Eagle View Investments (the Subscriber), a LLC [insert type of entity, i.e., partnership, corporation, etc.] organized under the laws of the State of Idaho with its principal offices located at the address set forth below, hereby certifies as follows to induce Lyfe Communications, Inc., a Utah corporation (the Company), to accept the Subscribers offer to purchase the Companys Common Stock as described in the Term Sheet and the Offering.
On request of the Company, Subscriber shall deliver a certified copy of resolutions duly adopted by the board of directors, general partners, trustees or other governing authority of Subscriber and provide further evidence of the authority and power of Subscriber to make the investment described herein.
The Subscriber has caused this document to be executed by the Subscribers representative or agent, hereunto duly authorized as of 7 June, 2010.
I understand that I must bear the economic risk of ownership of the Common Stock for a long period of time, the minimum of which will be six months, as these securities are unregistered securities and may not be sold unless any subsequent offer or sale is registered with the SEC or otherwise exempt from the registration requirements of the Securities Act of 1933, as amended (the Securities Act), or other applicable laws, rules and regulations.