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EXHIBIT 4.1
SUBSCRIPTION AGREEMENT
For Common Shares
T-REX OIL, INC.
A COLORADO CORPORATION
(Regulation S Compliant)
SUBSCRIPTION AGREEMENT AND REPRESENTATIONS
TO: T-Rex Oil, Inc.
Gentlemen:
The Subscriber understands that T-Rex Oil, Inc., a Colorado Corporation
(the "Company") is offering 2,800,000 Common Shares ("Common Shares") at a price
of $6,020,000 in the aggregate.
Subscriber hereby offers to purchase 2,800,000 Common Shares and upon
acceptance by you, agree to become a shareholder of the Company and to
contribute funds to the Company as set forth herein. In order to induce the
Company to accept this offer, Subscriber advises you as follows:
(1) RECEIPT OF COPIES OF THE BUSINESS PLAN CONTAINING USE OF PROCEEDS
AND SUCH OTHER DOCUMENTS AS SUBSCRIBER HAS REQUESTED. Subscriber hereby
acknowledge that Subscriber has received the Business Plan documents (as may be
supplemented from time to time) relating to the Company.
(2) AVAILABILITY OF INFORMATION. Subscriber hereby acknowledge that the
Company has made available to me the opportunity to ask questions of, and
receive answers from the Company and any other person or entity acting on its
behalf, concerning the contents of the Plan and the information contained in the
corporate documents and to obtain any additional information, to the extent the
Company possesses such information or can acquire it without unreasonable effort
or expense, necessary to verify the accuracy of the information provided by the
Company and any other person or entity acting on its behalf.
(3) REPRESENTATIONS AND WARRANTIES. Subscriber represents and warrants
to the Company (and understands that it is relying upon the accuracy and
completeness of such representations and warranties in connection with the
availability of an exemption for the offer and sale of the shares from the
registration requirements of applicable federal and state securities laws) that:
(A) RESTRICTED SECURITIES.
(1) Subscriber understands that the Shares have NOT been
registered under the Securities Act of 1933, as amended (the Act), or any state
securities laws.
(2) Subscriber understands that if its subscription offer is
accepted and the Shares are sold to it, Subscriber cannot sell or otherwise
dispose of the shares unless the shares are registered under the Act or the
state securities laws or exemptions therefrom are available (and consequently,
that Subscriber must bear the economic risk of the investment for an indefinite
period of time):
(3) Subscriber understands that the Company has no obligation
now or at any time to register the shares under the Act or the State securities
laws or obtain exemptions therefrom.
(4) Subscriber understands that the Company will restrict the
transfer of the shares in accordance with the foregoing representations.
(B) LEGEND.
Subscriber agrees that any certificate representing the shares
will contain and be endorsed with the following, or a substantially equivalent,
LEGEND:
"This share certificate has been acquired pursuant to an investment
representation by the holder and shall not be sold, pledged,
hypothecated or donated, or otherwise transferred except upon the
issuance to Company of a favorable opinion by its counsel and the
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submission to the Company of other evidence satisfactory to and as
required by counsel to the Company; that any such transfer will not
violate the Securities Act of 1933, as amended, and applicable state
securities laws."
(C) AGE: CITIZENSHIP.
Subscriber incorporated in United Kingdom.
(D) ACCURACY OF INFORMATION.
All information which Subscriber has provided to the Company
concerning its financial position and knowledge of financial and business
matters is correct and complete as of the date set forth at the end hereof, and
if there should be any material change in such information prior to acceptance
of this subscription offer by the Company, Subscriber will immediately provide
the Company with such information.
(5) OFFERING PROCEDURE.
Subscriber understands that this subscription offer is subject
to each of the following terms and conditions:
(a) The Company may reject this subscription offer for any
reason, and this subscription offer shall become binding upon the Company only
when accepted, in writing, by the Company.
(b)This subscription offer may not be withdrawn by Subscriber.
(6) SUITABILITY. Subscriber hereby warrants and represents:
(a) That Subscriber can afford a complete loss of the
investment and can afford to hold the securities being purchased hereunder for
an indefinite period of time;
(b) That Subscriber considers this investment a suitable
investment, and Subscriber considers itself a sophisticated investor;
(c) That Subscriber has had substantial prior experience in
financial matters and investments.
(7) RESTRICTIONS.
This subscription is personal to the investor whose name and address
appear below. It may not be sold, transferred, assigned or otherwise disposed of
to any other person, natural or artificial.
(8) CONDITIONS.
This subscription shall become binding upon the Company and me
only when accepted, in writing, by the issuer.
(9) REPRESENTATIONS.
(a) Subscriber has been furnished and has carefully read the
Company SEC filings and any documents Subscriber has requested, including this
Subscription Agreement. Subscriber is aware that:
(1) There are substantial risks incident to the
ownership of shares in the Company, and such investment is speculative and
involves a high degree of risk of loss by Subscriber of its entire investment in
the Company;
(2) No federal or state agency has passed upon the
Shares or made any finding or determination concerning the fairness of this
investment;
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(b) Subscriber acknowledges that Subscriber has been advised
to consult its own attorney concerning the investment.
(c) Subscriber acknowledges that the investment in the Company
is an illiquid investment. In particular, Subscriber recognizes that:
(1) Due to restrictions described below, the lack of
any market existing or to exist for these shares, in the event Subscriber should
attempt to sell its shares in the Company, its investment will be highly
illiquid and, probably must be held indefinitely.
(2) Subscriber must bear the economic risk of
investment in the shares for an indefinite period of time, since the shares have
not been registered under the Securities Act of 1933, as amended. Therefore, the
shares cannot be offered, sold, transferred, pledged, or hypothecated to any
person unless either they are subsequently registered under said Act or an
exemption from such registration is available and the favorable opinion of
counsel for the Company to that effect is obtained, which is not anticipated.
(3) Its right to transfer its shares will also be
restricted as provided in this Subscription Agreement.
(d) Subscriber covenants, represents and warrants to the
Company that:
(1) Subscriber has carefully reviewed and understand
the risks of, and other considerations relating to, a purchase of shares,
including the risks set forth in this Agreement.
(2) Subscriber and its investment advisors, if any,
have been furnished all materials relating to the Company and its proposed
activities, the offering of shares, or anything set forth in the Plan which they
have requested and have been afforded the opportunity to obtain any additional
information necessary to verify the accuracy of any representations or
information set forth in the Plan;
(3) The Company has answered all inquiries that
Subscriber and its investment advisors, if any, have put to it concerning the
Company and its proposed activities and the offering and sale of the Shares;
(4) Neither Subscriber nor its investment advisors, if
any, have been furnished any offering literature other than the Business Plan
and the documents that may be attached as exhibits thereto and Subscriber and
its investment advisors, if any, have relied only on the information contained
in the Business Plan and such exhibits and the information, as described in
subparagraphs (b) and (c) above, furnished or made available to them by the
Company;
(5) Subscriber, on behalf of a corporation,
partnership, trust, or other form of business entity, affirm that: it is
authorized and otherwise duly qualified to purchase and hold shares in the
Company; recognize that the information under the caption as set forth in (a)
above related to investments by an individual and does not address the federal
income tax consequences of an investment by any of the aforementioned entities
and have obtained such additional tax advice that Subscriber has deemed
necessary; such entity has its principal place of business as set forth below;
and such entity has not been formed for the specific purpose of acquiring shares
in the Company.
(6) Subscriber has adequate means of providing for its
current needs and personal contingencies and have no need for liquidity in this
investment; and
(a) Subscriber hereby adopt, accept, and agree to be bound by
all the terms and conditions of this Agreement, and by all of the terms and
conditions of the Articles of Incorporation, and amendments thereto, and
By-Laws. Upon acceptance of this Subscription Agreement by the Company,
Subscriber shall become a shareholder for all purposes, and the shares
subscribed shall be issued.
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(b) The Subscription, upon acceptance by the Company, shall be
binding upon the heirs, executors, administrators, successors, and assigns of
Subscriber.
(c) Subscriber further hereby represents that Subscriber has
such knowledge and experience in business and financial matters that Subscriber
is capable of evaluating the Company and proposed activities thereof, the risks
and merits of investment in the Shares and of making an informed investment
decision thereon, and am not utilizing a purchaser representative in connection
with evaluating such risks and merits.
(d) Subscriber has previously invested in private placement
securities (such as stock, equipment leasing, mineral, oil and gas, or cattle
feeding syndications).
(e) That Subscriber hereby agrees to indemnify the Company and
hold the Company harmless from and against any and all liability, damage, cost,
or expense incurred on account of or arising out of:
(i) Any inaccuracy in its declarations,
representations, and warranties hereinabove set forth;
(ii) The disposition of any of the shares which
Subscriber will receive, contrary to its foregoing declarations,
representations, and warranties; and
(iii) Any action, suit or proceeding based upon (1) the
claim that said declarations, representations, or warranties were inaccurate or
misleading or otherwise cause for obtaining damages or redress from the Company;
or (2) the disposition of any of the shares or any part thereof.
(f) This Agreement shall be construed in accordance with and
governed by the laws of the State of Colorado, except as to the manner in which
the subscriber elects to take title to shares in the Company which shall be
construed in accordance with the Country of its domicile.
(g) Subscriber agrees that in no event shall the Subscriber be
allowed or entitled to purchase shares at a time when the sum of (1) the number
of shares of Common Stock beneficially owned by the Holder and its affiliates;
and (2) the number of shares of Common Stock issuable upon the purchaser
hereunder with respect to which the determination of this proviso is being made,
would result in beneficial ownership by the Holder and its affiliates of more
than 4.99% of the outstanding shares of Common Stock. For purposes of the
proviso to the immediately preceding sentence, beneficial ownership shall be
determined in accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended and Regulations 13D-G thereunder.
(10) SUBSCRIPTION FOR SHARES.
Number of Shares subscribed for: 2,800,000
Total consideration: $6,020,000.00 payable in increments with delivery of
certificates as increments are paid.
Subscriber:
Name (please print) NRC HOLDING, LTD
A United Kingdom corporation registered under the Companies Act.
Address: Bruningstrasse 23
(including Postal Code) D - 21614 Buxtehude
Phone (0049) 172 450 31 27
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(11) TITLE. Subscriber will hold title to its interest as follows:
NRC Holding LTD. (associated company)
12. REGULATION S COMPLIANCE. A) Subscriber agrees and warrants that the
offer and sale of the securities by the Company, the Purchaser, a distributor,
any of their respective affiliates, or any person acting on behalf of any of the
foregoing, shall be deemed to occur outside the United States within the meaning
of CFRss.230.901, if
(1) The offer or sale is made in an off-shore transaction;
(2) No directed selling efforts are made in the United States by the
issuer, a distributor, any of their respective affiliates, or any person acting
on behalf of any of the foregoing.
(b) Purchaser further agrees that:
(1) the offer or resale of the securities, if made prior to the
expiration of a distribution compliance period (in six months), shall not be
made to a U.S. person or for the account or benefit of a U.S. person (other than
a distributor);
(2) the offer or resale of the securities, if made prior to the
expiration of a six month distribution compliance period, is made pursuant of
the following conditions:
(a) The purchaser of the securities (other than a distributor)
certifies that it is not a U.S. person and is not acquiring the securities for
the account or benefit of any U.S. person or is a U.S. person who purchased
securities in a transaction that did not require registration under the Act;
(b) The purchaser of the securities agrees to sell such
securities only in accordance with the provisions of Regulation S CFR
(ss.230.901 through ss.230.905 and Preliminary Notes), pursuant to registration
under the Act, or pursuant to an available exemption from registration; and
agrees not to engage in hedging transactions with regard to such securities
unless in compliance with the Act;
(c) The securities shall contain a legend to the effect that
transfer is prohibited except in accordance with the provisions of this
Regulation S (ss.230.901 through ss.230.905, and Preliminary Notes), pursuant to
registration under the Act, or pursuant to an available exemption from
registration; and that hedging transactions involving those securities may not
be conducted unless in compliance with the Act;
(d) The issuer is required, either by contract or a provision
in its bylaws, articles, charter or comparable document, to refuse to register
any transfer of the securities not made in accordance with the provisions of
Regulation S, CFR (ss.230.901 through ss.230.905, and Preliminary Notes),
pursuant to registration under the Act, or pursuant to an available exemption
from registration;
(e) Each distributor selling securities to a distributor, a
dealer (as defined in section 2(a)(12) of the Act (15 U.S.C. 77b(a)(12)), or a
person receiving a selling concession, fee or other remuneration, prior to the
expiration of distribution compliance period in the case of equity securities,
sends a confirmation or other notice to the purchaser stating that the purchaser
is subject to the same restrictions on offers and sales that apply to a
distributor.
(c) Purchaser further agrees: These securities, if acquired by a
repurchase or a distributor, or any of their respective affiliates in a
transaction subject to the conditions of CFR ss.230.901 or ss.230.903 are deemed
to be "restricted securities" as defined in ss.230.144. Re-sales of any of such
restricted securities by the offshore purchaser must be made in accordance with
this Regulation S (ss.230.901 through ss.230.905, and Preliminary Notes), the
registration requirements of the Act or any exemption therefrom. Any "restricted
securities," as defined in ss.230.144, that are equity securities of a domestic
issuer will continue to be deemed to be restricted securities, notwithstanding
that they were acquired in a resale transaction made pursuant to ss.230.901 or
ss.230.904.
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IN WITNESS WHEREOF, subject to acceptance by the Company, Subscriber
has completed this Subscription Agreement to evidence its Subscription as set
forth hereinabove for 2,800,000 shares of restricted common stock, and
Subscriber shall remit payments by wire transfer or check in increments of
$250,000 hereafter until June 30, 2015 for restricted Common Shares. This
subscription shall expire on June 30, 2015 if not fully paid by such date.
Dated: April 26, 2015
NRC HOLDING LTD.
/s/Norbert Remer
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Subscriber
Mailing Address for Shareholder Records:
Bruningstra(beta)e 23
D-21614 Buxtehude (Germany)
Email: Norbert.remer@t-online.de
Accepted:
T-REX OIL, INC.
By: /s/ Don Walford
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Don Walford, Chief Executive Officer
Date: April 26, 2015
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