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Document Preview Managing Dealer Agreement |
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Title: |
Managing Dealer Agreement |
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Date: |
2005 |
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Preview shows 9KB of 86KB total |
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Price: |
$44 |
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ID: |
#1553758 |
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MANAGING DEALER AGREEMENT
March 31, 2005
C. K. Cooper & Company, Inc.
18300 Von Karman Avenue Suite 700
Irvine, California 92612
Dear Sirs:
Cheetah Oil and Gas Ltd., a Nevada corporation (the ?Company?) desires to increase the capital of the Company in the maximum amount of $15,000,000 (or, at the discretion of CKCC, $20,000,000 should the over-allottment be exercised) by the sale of units (?Units?) consisting of one share of Common Stock, par value $0.001 per share, of the Company (the ?Common Stock?) and one stock purchase warrant (a ?Warrant?) to purchase one-fifth of a share of the Company?s Common Stock on the terms and in the amounts set forth in the Warrants. The subscribers therefor, each of whom will be named in a subscription agreement substantially similar to the form of subscription agreement attached as Exhibit A hereto hereinafter referred to (the ?Subscription Agreement?), and by which all such subscribers will be bound, will, at the election of and sole discretion of the Company, become holders of the Common Stock and the Warrants.
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Section 1. |
Representations and Warranties of the Company |
(a) The Company represents and warrants to, and agrees with you for your benefit as of the date hereof, and as of the First Subscription Closing Date (as defined below) and each Additional Issuance Date (as defined below), if any, as follows:
(i) The Company has not prepared a complete confidential private placement memorandum for the proposed offering. The Company has, however, prepared, and made available to prospective subscribers, an offering document dated April 1, 2005, containing certain information about itself, including without limitation, certain risk factors and the Company?s public reports as filed with the Securities and Exchange Commission (?Commission?) pursuant to the Securities Exchange Act of 1934, as amended (the ?Exchange Act?). Such offering document is hereafter referred to herein as the ?Offering Material.? The offering and sale of the Units will be made without complying with the registration requirements of the Securities Act of 1933, as amended (the ?Act?), in reliance on the exemption provided by Regulation D of the regulations under the Act (the ?Regulations?). The Offering Material contains all information required to be included therein for an ?accredited investors? only offering in order to satisfy the requirements of Regulation D.
(ii) The Articles of Incorporation of the Company (the ?Articles of Incorporation?), as amended to be effective on the First Subscription Closing Date (as defined below), provides for the issuance and sale of the shares of Common Stock and Common Stock issuable upon exercise of the Warrants comprising the Units; all action required to be taken by the Company and its
officers as a condition to the issuance and sale of the Units to qualified subscribers therefor has been, or prior to the First Subscription Closing Date, will have been, taken.
(iii) The Company is duly organized and validly existing as a corporation in good standing under the laws of the State of Nevada. The Company is duly qualified and licensed and in good standing under the laws of each other jurisdiction, if any, in which such qualification and license is necessary in order to protect the limited liability of the shareholders and to enable the Company to conduct the business in which it is engaged or proposes to engage as described in the Offering Material; the Company is qualified as a foreign corporation in good standing in each other jurisdiction which (a) requires such qualification or (b) may require such qualification and the failure to so qualify might result in material adverse consequences to the Company. The Company has full power and authority (corporate and other) and has obtained any and all necessary authorizations, approvals, orders, licenses, certificates, franchises and permits of and from all governmental or regulatory officials and bodies (including, without limitation, those having jurisdiction over environmental or similar matters), to invest in, acquire, hold, maintain, operate, lease, license, sell, transfer, explore, develop and otherwise engage in the exploration and development of oil and gas properties as referred to in the Offering Material or to engage in the financing transactions referred to or to be referred to in the Offering Material, and to conduct the business in which it is engaged or proposes to engage as described in the Offering Material. The Company is and has been doing business in compliance with all material authorizations, approvals, orders, licenses, certificates, franchises and permits and all federal, foreign, state and local laws, rules and regulations, or if a failure to so comply exists, such failure would not materially and adversely affect the condition, financial or otherwise, or the earnings, business affairs, position, prospects, value, operation, properties, business or results of operations of the Company taken as a whole; and the Company has not received any notice of proceedings relating to the revocation or modification of any such authorization, approval, order, license, certificate, franchise or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would materially and adversely affect the condition, financial or otherwise, or the earnings, business affairs, position, prospects, value, operation, properties, business or results of operations of the Company taken as a whole. The disclosures in the Offering Material concerning the effects of federal, state and local laws, rules and regulations on each of the Company?s businesses as currently conducted and as contemplated are correct in all material respects and do not omit to state a material fact necessary to make the statements contained therein not misleading in light of the circumstances in which they were made.
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