Attached files
| file | filename |
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| S-1 - VITAMIN BLUE, INC. FORM S-1 FEBRUARY 10, 2010 - VITAMIN BLUE, INC. | vbs1201002.htm |
| EX-3.1 - CERTIFICATE OF INCORPORATION - VITAMIN BLUE, INC. | vbs1201002ex3-1.htm |
| EX-3.2 - BYLAWS - VITAMIN BLUE, INC. | vbs1201002ex3-2.htm |
| EX-23.1 - CONSENT OF HJ ASSOCIATES & CONSULTANTS, LLP, INDEPENDENT PUBLIC ACCOUNTANTS - VITAMIN BLUE, INC. | vbs1201002ex23-1.htm |
| EX-5.1 - OPINION OF H. MELVILLE HICKS, JR. - VITAMIN BLUE, INC. | vbs1201002ex5-1.htm |
Exhibit 99.1
January
__, 200_
VITAMIN
BLUE, INC.
SUBSCRIPTION
PACKAGE
SUBSCRIPTION
AGREEMENT
VITAMIN
BLUE, INC.
25,000,000
Shares of
Common
Stock
Vitamin
Blue, Inc.
Frank D.
Ornelas, President
1005 W.
18th
Street
Costa
Mesa, California 92626
Ladies
and Gentlemen:
This
Subscription Agreement is made by and between Vitamin Blue, Inc., a Delaware
corporation (the “Company”), and the undersigned prospective purchaser who is
subscribing hereby for shares of Common Stock (the “Shares”), pursuant to the
Private Placement Memorandum dated January 25, 2008 (the “Offering Memorandum,”
which term includes a description of the Company and the Company’s business plan
distributed to a limited number of selected persons in connection with the
offering of the Shares (the “Offering”).
In
consideration of the Company’s agreement to sell Shares to the undersigned upon
the terms and conditions summarized in the Offering Memorandum, the undersigned
agrees and represents as follows:
I. SUBSCRIPTION
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A.
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The
undersigned hereby irrevocably subscribes for and agrees to purchase the number of
Shares (the “Shares”) at a purchase price of __________ Dollars ($ 0.002)
per share.
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B.
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The
undersigned hereby authorizes the Company to accept on the undersigned’s
behalf a check, in the amount of the purchase price of the Shares (the
“Payment”) subscriber for $_______ in cash. Checks payable to
Vitamin Blue, Inc. shall be directed
to:
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Vitamin
Blue, Inc.
1005 W.
18th
Street
Costa
Mesa, California 92627
Attention: Frank
D. Ornelas, President
Checks must be accompanies by a fully
executed copy of this Subscription Agreement. The fully executed
original of this Subscription Agreement shall be returned to the
Company. The undersigned further agrees to execute and deliver to the
Company any other documents reasonably requested by the Company necessary to
comply with the terms and conditions established below to qualify as a purchaser
of Shares.
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C.
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The
undersigned understands that the Payment will be returned promptly to the
undersigned if the undersigned’s subscription is rejected in whole or in
part for any reason or for no reason. Upon receipt by the
Company of the requisite payment for the Shares being purchased by the
undersigned, and upon acceptance of this subscription by the Company, the
Shares so purchased will be issued in the name of the undersigned and the
undersigned will be registered on the stock transfer books of the Company
as the record owner of such Shares.
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D.
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The
undersigned hereby acknowledges receipt of a copy of the Offering
Memorandum and agrees to be bound thereby upon the (1) execution and
delivery to the Company of the signature page to the undersigned’s
completed questionnaire submitted by the undersigned (the “Questionnaire”)
and this Subscription Agreement and (2) acceptance by the
Company of the undersigned’s subscription for Shares (the
“Subscription”).
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The
undersigned acknowledges that the information contained in the Offering
Memorandum is confidential and nonpublic and agrees that all such information
shall be kept in confidence by the undersigned and neither used by the
undersigned to the undersigned’s personal benefit (other that in connection with
this Subscription) nor disclosed to any third party for any reason; provided
that this obligation shall not apply to any such information which (i) is part
of the public knowledge or literature and readily accessible at the date hereof;
(ii) becomes part of this public knowledge or literature and readily accessible
by publication (except as a result of a breach of this provision); or (iii) is
received from third parties (except third parties who disclose such information
in violation of any confidentiality agreements including, without limitation,
any Subscription Agreement they may have entered into with the
Company).
IN MAKING
AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE
ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MARITS AND RISKS
INVOLVED. THESE SHARES 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.
THESE
SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFER-ABILITY 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 OR PURSUANT TO REGISTRATION OR
EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD
OF TIME.
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SIGNATURE
The signature page to this Subscription
Agreement is contained as part of the applicable Subscription Package, entitled
“Signature Page.”
SUBSCRIPTION
AGREEMENT
VITAMIN
BLUE, INC.
SIGNATURE
PAGE
IN WITNESS WHEREOF, the
undersigned has executed this Subscription Agreement this _____ day of
______________________, 2008.
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INDIVIDUAL
SUBSCRIBER:
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___________
Shares
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No.
of Shares
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Signature
of Individual
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Subscriber
Tax Identification Number:
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