OxySure Systems, Inc.

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OXYSURE SYSTEMS, INC.   SUBSCRIPTION BOOKLET (COMMON STOCK)

 

 

OxySure Systems, Inc., a Delaware Corporation

 

 

Attached are the following subscription documents to be completed and executed in order to subscribe for Shareholder Interests ("Interests") in Oxysure Systems, Inc.:

 

A                      Offeree/Purchaser Questionnaire

B                      Subscription Agreement

C                      Shareholder Signature Page to the Bylaws of OxySure Systems, Inc.

 

 

 

INSTRUCTIONS

 

 

1       The applicable documents should be completed and executed in their entirety.

2.      Documents to be submitted by every prospective investor:

 

A.         One signed copy of the Investor Questionnaire, with all blanks filled in.

 

B.         One signed copy of the Subscription Agreement, with all blanks filled in.

 

C.         One signed copy of the Shareholder Signature Page to the Bylaws of Oxysure Systems, Inc.

 

 

Payee:                OxySure Systems, Inc.

Bank:                  Silicon Valley Bank

 Santa Clara, CA 95054-1191

 A/c#:           330-047-1107

 

      ABA#:              121-140-399

 

4.      Return this entire Booklet with the applicable documents signed to the following:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The information elicited by this Investor Questionnaire (the "Questionnaire") is to enable the Company to determine whether you or the prospective investor on whose behalf you are providing this information, as the case may be, meets the suitability requirements for purchasers under Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"), and similar requirements of other applicable securities laws. The Company will rely upon the information contained herein for the purpose of such determination and for the purpose of offering and selling shares ("Shares") in Oxysure Systems, Inc., a Delaware Corporation (the "Company"). The request to complete this Questionnaire does not constitute an offer of the Shares.

 

Answer all questions fully; if the answer to any question is "None" or "Not Applicable," please so state.

 

If you are furnishing this information on behalf of yourself or another person that is a natural person (i.e., an individual), please complete Sections 1 and 4 only. If you are furnishing this information on behalf of a prospective investor that is a corporation, partnership, or limited liability company, please complete Sections 2 and 4 only. If you are furnishing this information on behalf of a prospective investor that is a trust, please complete Sections 3 and 4 only. All questions should be answered with regard to the person investing in the Shares. For example, if a corporation is subscribing, all answers should relate to that corporation (and not the officer completing this Questionnaire).

 

If you are signing in a capacity other than your individual capacity, please attach evidence of your authority to sign in such capacity.

 

If the prospective investor is a natural person, please complete this Section 1.

 

A. Name: ____________________________________________________________________________

 

Date of birth:__________________________________Citizenship: ______________________________

 

Social Security No.:____________________________________________________________________  

 

Residence address: ____________________________________________________________________  

 

Residence telephone number:_____________________________________________________________  

 

Business address: _____________________________________________________________________

 

___________________________________________________________________________________ 

 

Business telephone number: _____________________________________________________________

 

Email Address: _______________________________________________________________________

 

Marital status: ________________________________________________________________________

 

Spouse's full name: ____________________________________________________________________

 

Spouse's employment: __________________________________________________________________

 

Spouse's business address: ______________________________________________________________

 

Spouse's business telephone number:  ______________________________________________________

                                                                                                                   

Communications should be sent to (check one): Business address: /___ / or Home address: /___ /

 

Do you maintain a house or apartment, pay state income taxes, hold a driver's license or are you registered to

vote, in any state other than the state listed as your residence above in this part A?

 

Yes  ________________     No ___________________

 

If "Yes," please state where and indicate whether such other state is the state of your principal residence. If

it is not, please indicate why it is not.

 

______________________________________________________________________________________

 

______________________________________________________________________________________

 

______________________________________________________________________________________

 

 

B. Occupation:________________________________________________________________________

 

Position and duties:____________________________________________________________________

 

Any prior occupations or duties during the past five years (including name of employer, position held and length

of service):

 

_____________________________________________________________________________________

 

_____________________________________________________________________________________

 

_____________________________________________________________________________________

 

 

C.  Do you have a net worth, or joint net worth with your spouse, in excess of $1,000,000?

 

 

  Yes_____              No______              

 

 

 

 

 

C.     Is the investor a corporation, a partnership, a limited liability company, a tax-exempt

organization described in section 501 (c)(3) of the Internal Revenue Code, or a Massachusetts or

similar business trust, not formed for the specific purpose of acquiring the Interests, with total

assets in excess of $5,000,000?

 

Yes______             No_______              

 

D.     Is the investor a bank as defined in section 3(a)(2) of the Securities Act, a savings and loan

association or other institution as defined in section 3(a)(5)(A) of the Securities Act; a broker or

dealer registered pursuant to section 15 of the Securities Exchange Act of 1934, as amended; an

insurance company as defined in section 2(13) of the Securities Act; or an investment company

registered under the Investment Company Act of 1940, as amended?

 

Yes______             No________              

 

 

Yes____             No_______              

F.    ANSWER THIS QUESTION ONLY IF THE ANSWERS TO EACH OF QUESTIONS C, D

   AND E OF THIS SECTION 2 ARE "NO." IF ANY OF SUCH QUESTIONS WERE

   ANSWERED "YES," PLEASE SKIP THIS QUESTION AND PROCEED TO SECTION 4.

 

 

  Is the investor an entity in which all of its equity owners are persons or entities that can answer "Yes"

  to at least one of the following questions: Section 1 -- Question C or Question D, Section 2 -

 ­ Question C, Question D or Question E, Section 3 -- Question C, Question D, Question E or Question

  F?

 

Yes_____             No______              

 

If the answer to this question is "Yes" and if the answers to each of questions C, D and E of this Section 2

are "No", then each beneficial owner of equity securities or equity interests in the entity must complete a

Questionnaire.

 

 

If the investment will be in the name of a trust, please complete this Section 3.

 

A.     Name of trust:______________________________________________________________________  

 

Trustee of trust:_________________________________________________________________________ 

 

B.     Address of trust (including street, city, state, country and zip code):

 

_____________________________________________________________________________________

 

_____________________________________________________________________________________

 

_____________________________________________________________________________________

 

Telephone number:__(____)_______________________________________________________________

 

IRS Employer Identification Number: _________________________________________________________ 

 

Number of beneficiaries:__________________________________________________________________ 

 

Names of beneficiaries and percentage of beneficial interest (excluding contingency interests) for each:

 

______________________________________________________________________________________

 

______________________________________________________________________________________

 

______________________________________________________________________________________

 

 

C.    Is the trust a trust with total assets in excess of $5,000,000, not formed for the specific purpose

   of acquiring the Interests, whose purchase is directed by a person who has such knowledge and

   experience in financial and business matters that he is capable of evaluating the merits and risks of

   an investment in the Interests?

 

Yes____________       No______________              

       

        D.     Is the trustee of the trust that is making the investment decision to purchase the Interests a 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?

 

Yes__________             No______________              

 

       E.    Is the trust an employee benefit plan within the meaning of the Employee Retirement Income

              Security Act of 1974, as amended?

 

Yes ___________          No _______________             

 

 

F.    Is the trust an employee benefit plan within the meaning of the Employee Retirement Income

   Security Act of 1974, as amended, (i) whose investment decision to purchase the Interests is made

  by a plan fiduciary, as defined in section 3(21) of the Securities Act, which is either a bank, savings

  and loan association, insurance company or registered investment adviser, (ii) which has total assets

  in excess of $5,000,000, or (iii) which is a self-directed plan whose investment decisions are made

  solely by persons that are accredited investors as defined in Rule 501 (a) promulgated under the

  Securities Act?

 

Yes___________             No_________              

 

G.   Is the trust a plan established and maintained by a state, its political subdivisions, or any agency

       or instrumentality of a state or its political subdivisions, for the benefit of its employees, with total

       assets in excess of $5,000,000?

 

Yes_________             No ____________             

 

H.   If the answers to questions C, D, E, F, and G of this Section 3 are "No", please answer the

  following questions (and if the answer to any of questions C, D, E, F, and G is "Yes", please skip

  this question and proceed to Section 4):

 

(i)     Is the trust a revocable grantor trust that may be amended or revoked at any time by the

grantors?

 

Yes________             No _____________             

 

(ii)     If the answer to subsection (i) is "yes", who are the grantors?

 

_____________________________________________________________________________

 

_____________________________________________________________________________

If the answer to subsection (i) is "Yes" (and if the answers to questions C, D, E, F, and G are

"No"), Section 1 of this Questionnaire should be completed by each grantor with information

about himself.

 

 

 

   A. Does the investor have such knowledge of business, finance, securities and investments generally, and such experience (based on actual participation) in investments in particular, that he or it is capable of 

  evaluating the risks and merits of the investment, and believes he or it can afford the complete loss of his or its investment in the Interests?

 

Yes_________            No___________              

 

B. Please indicate whether the investor has made the following types of investments in the past five

years:

 

Stocks________________________________________________________________________

 

Limited partnerships______________________________________________________________

 

Bonds_________________________________________________________________________

 

Non-marketable securities__________________________________________________________

 

Other experience:_________________________________________________________________

 

______________________________________________________________________________

 

______________________________________________________________________________

 

______________________________________________________________________________

 

 

C. Does the amount of the investor's proposed investment in the interests exceed 10% of his or its net worth?

 

 Yes________              No______________

 

 

 

THE UNDERSIGNED UNDERSTANDS THAT THE COMPANY AND ITS AFFILIATES AND ADVISORS WILL BE RELYING ON THE ACCURACY AND COMPLETENESS OF  THE RESPONSES TO THE FOREGOING QUESTIONS. THE COMPANY WILL KEEP  SUCH RESPONSES IN CONFIDENCE, EXCEPT THAT THIS QUESTIONNAIRE MAY BE  FURNISHED TO SUCH PARTIES AS THE COMPANY DEEMS DESIRABLE TO  ESTABLISH COMPLIANCE WITH FEDERAL AND STATE SECURITIES LAWS. THE  ABOVE INFORMATION IS ACCURATE AND COMPLETE IN ALL RESPECTS, AND  THE UNDERSIGNED WILL NOTIFY THE COMPANY PROMPTLY OF ANY CHANGES  THAT OCCUR PRIOR TO THE PURCHASE OF THE INTERESTS.

Name of Investor:_______________________________________________________

 

 

Signature:______________________________________________________________

 

Printed Name:___________________________________________________________

 

Title (if applicable):_______________________________________________________

 

Date:__________________________________________________________________

 

 

 

B.           The parties hereto desire to enter this Agreement to provide for the purchase by the Investor of the Shares on the terms set forth herein and to govern the parties' respective rights and obligations with

 respect thereto.

 

Accordingly, the parties agree as follows:

 

 

1.1       Purchase and Sale.

(a)        Subject to the terms and conditions set forth herein, the Company shall issue and sell and the Investor shall purchase the Shares. The purchase price (the "Purchase Price") for the Shares shall be

             ______________per Share, for an aggregate Purchase Price of _________________                                                                           .

 

 

(c)      The Investor agrees to deliver to the Company from time to time such documents and certificates as may be reasonably requested by the Company to comply with the applicable securities laws

           and all applicable rules and regulations.

 

 

 

2.1 Representations and Warranties. The Investor hereby represents and warrants to the Company as of the date hereof:

 

 

 

 

Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment.

 (i) Reliance. The Investor understands and acknowledges that (i) the Shares being offered and

sold to Investor hereunder are being offered and sold without registration under the Securities Act in a private placement that is exempt from the registration provisions of the Securities Act under Section 4(2) of the Securities Act and (ii) the availability of such exemption depends in part on, and that the Company will rely upon the accuracy and truthfulness of, the foregoing representations and the Investor hereby consents to such reliance.

         (j) Certain Fees. Except as provided herein, no fees or commissions will be payable by the

Investor to any broker, financial advisor, finder, investment banker, or bank with respect to the transactions contemplated by this Agreement. The Company acknowledges and agrees that the Investor makes no representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in this Section 2.l.

 

2.2 Survival. All representations, warranties and covenants contained herein shall survive the execution and delivery of this Agreement indefinitely.

 

2.3 Transfer Restrictions.

 

(b) The Investor agrees to the imprinting, so long as appropriate, of the following legend on certificates representing the Shares:

 

    "THESE SHARES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN  RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER REGULATION D  PROMULGATED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD  EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE  SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION OR EXCLUSION FROM THE REGISTRATION REQUIREMENTS THEREUNDER AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS.

 

    THESE SHARES ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET  FORTH IN A SUBSCRIPTION AGREEMENT BETWEEN THE COMPANY AND THE  ORIGINAL HOLDER HEREOF. A COPY OF SUCH AGREEMENT IS ON FILE AT THE  PRINCIPAL OFFICE OF THE COMPANY."

 

 

The legend set forth above shall be removed in connection with any resale of Shares pursuant to an effective registration statement under the Securities Act or sooner if, in the opinion of counsel to the Company and the Investor experienced in the area of United States securities laws, such legend is no longer required under applicable requirements of the Securities Act (including judicial interpretation and pronouncements issued by the staff of the Securities and Exchange Commission). The certificates representing the Shares shall also bear any other legends required by applicable federal or state securities laws, which legends shall be removed when, in the opinion of counsel to the Company, such legends are no longer required under the applicable requirements of such securities laws. In connection therewith, the Company may request, and the Investor or other transferor shall provide, such information as the Company or its counsel may reasonably request to evaluate the propriety of removing any legends. The Company makes no representation, warranty or agreement as to the availability of any exemption from registration under the Securities Act with respect to any resale of Shares. The Investor agrees that the Company shall be entitled to make a notation on its records and give instructions to any transfer agent of the Company in order to implement the restrictions on transfer set forth in this Section 2.3.

 

3.1  Entire   Agreement.       This   Agreement   embodies   the   entire   agreement   and understandingbetween the Investor and the Company and supersedes all prior agreements and understandings relating to the subject matter hereof.

 

3.2  Waiver and Amendment. This Agreement may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with and only with the written consent of the Company and the Investor. No amendment or waiver consented to as provided herein will extend to or affect any obligation, covenant, or agreement not expressly amended or waived or impair any right, power or remedy consequent thereon.

3.3    Notices, All notices and other communications provided for hereunder shall be in writing and delivered by teleoopier or (if expressly permitted under the applicable provisions hereof by telephone, if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), by registered or certified Mail with return receipt requested (postage prepaid) or by a recognized overnight delivery service (with charges prepaid). Any such notice must be sent:

 

(a)       If to Investor:

            ________________________

 

            ________________________

 

           ________________________

 

(b)       If to the Company:

 

Oxysure Systems, Inc.

2611 Internet Boulevard

Suite 109

Frisco, Texas 75034 USA

 

ATTN: Mr. Julian Ross

 

(c)        If any notice required under this Agreement is permitted to be made, and is made,

by telephone, actions taken or omitted to be taken in reliance thereon by the Investor shall be binding upon the Company notwithstanding any inconsistency between the notice provided by telephone and any

 

 

subsequent writing in confirmation thereof provided to the Investor; provided that any such action taken or omitted to be taken by the Investor shall have been in good faith and in accordance with the terms of this Agreement.

 

3.4 Successors and Assigns. All covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of its or his successors and assigns, whether or not so expressed.

 

3.5 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by applicable law) not invalidate or render unenforceable such provision in any other jurisdiction.

 

3.6 Construction. Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any person, or which such person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such person.

 

3.7 Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Agreement.

 

3.8 Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of Texas.

 

 

 

 

IN WITNESS WHEREOF, Subscriber has hereby executed this Subscription Agreement as of the date set forth below.

 

:

_____________________________________Subscriber's Address

Name of Subscriber                                                                   _________________________________

 

                                                                                                      _________________________________

 

                                                                                                       _________________________________

 

 

 

 

_____________________________________               ___________________________________    

Name and Title of Person who has                                         Signature of Subscriber or Person who has filled   

filled out this Subscription Agreement                                  out this Subscription Agreement on its behalf

on behalf of Subscriber

 

 

 

_____________________________________              ______________________________________

Subscriber's Social Security                                                          Date

or Tax ID No.

 

 

 

 

_____________________________________

Aggregate Amount to be paid for Interests

 

The foregoing subscription is hereby accepted, subject to the terms and conditions hereof, as of the

____________day of _____________, 2008.

 

OXYSURE SYSTEMS, INC.

 

By:______________________________________ 

      Julian Ross, Chairman & CEO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IN WITNESS WHEREOF, the undersigned Shareholder has approved and adopted, and is bound by, these Bylaws as of the date first set forth above.

Name of Shareholder:__________________________________________________________________________________________________

Signature for Shareholder:_______________________________________________________________________________________________

Title of Signing Representative (if applicable):_________________________________________________________________________________

 

Date of Signature:______________________________________________________________________________________________________