Terms and Conditions

Terms and conditions that bind us with our clients

In connection with the proposed issuance of Shares (the “Shares”) in OIG-NG, Inc., doing business as OIG-NG, (the “Company”), the undersigned prospective investor (“Investor”) and the Company hereby agrees as follows:

• Subscription: The investor hereby subscribes for the purchase of Ordinary Shares and agrees to purchase the number of Shares set forth on the signature page of this Subscription Agreement at a price of N100 per Share. The Investor and the Company agree that this Subscription is and shall be irrevocable; however, the Company, in its sole discretion and for any reason, may accept or reject this Subscription Agreement, in whole or in part, at any time not later than 10 days after the date of this Subscription Agreement.
• Representations and Warranties: The Investor makes the representations and warranties set forth below with the intent that the same may be relied upon in determining the Investor’s suitability as a purchaser of Shares. If the Investor includes or consists of more than one person or entity, the obligations of the Investor shall be joint and several and the representations and warranties herein contained shall be deemed to be made by and be binding upon each person or entity and their respective heirs, executors, administrators, successors and assigns.
  • Regulatory Review: The investor is aware that this Offering is a limited private offering and that no federal, state, or other agency has made any finding or determination as to the fairness of the investment nor made any recommendations or endorsement of the Shares.
  • Ability to Evaluate: The Investor, by reason of the Investor’s knowledge and experience in financial and business matters is capable of evaluating the risks and merits of an investment in the Shares. The Investor:
    • understands that the Company is a development stage company, has a very limited operating history and has no meaningful historical financial data upon which to estimate revenues and operating expenses and
    • believes it has received all information and has conducted all of the due diligence it considers necessary or appropriate in deciding whether to purchase the Shares. The Investor has relied solely upon the advice of Investor’s own tax and legal advisors with respect to the tax and other legal aspects of the investment in the Shares.
• Investment Intent: The Investor acknowledges that the purchase of Shares hereunder is being made for the Investor’s own account, for investment purposes only and not with the present intention of distributing or reselling the Shares in whole or in part. The Investor further understands that the Shares have not been registered under the Securities Act, which depend upon, among other things, the accuracy of the Investor’s representations as expressed in this Subscription Agreement. The Investor further understands that transfer of the Shares is restricted under the Act.
• Liquidity: The Investor has been advised that:
  • It is unlikely that there will be a market for the Shares for a substantial period of time, or ever.
  • There are substantial limitations on the Investor’s ability to sell or transfer the Shares, and in any event, it may not be possible to readily liquidate the Investor’s investment in the Shares.
• Confidentiality: The Investor understands that the Confidential Private Placement Memorandum provided to the Investor and any other information discussed with the Investor in connection with this Offering is confidential. The Investor has not distributed and will not distribute the Confidential Private Placement Memorandum and has not divulged and will not divulge the contents thereof or of any oral communication with the Company in connection with this Offering, to anyone other than such legal or financial advisors as the Investor deems necessary for purposes of evaluating an investment in the Shares and no one (except such advisors) has used the Confidential Private Placement Memorandum, and the Investor has not made any copies thereof.
• Authorization and Formation of Subscriber: The Investor, if a corporation, partnership, trust or other form of business entity, is authorized and otherwise duly qualified to purchase and hold Shares and such entity has not been formed for the specific purpose of acquiring Shares in this Offering. If the Investor is one of the aforementioned entities, it hereby agrees that upon request of the Company it will supply the Company with any additional written information that may be requested by the Company.
• Arbitration: Any dispute arising out of or relating to an investment in its Shares must be handled in accordance with the rules and regulations of Lagos State, said arbitration to be binding on the parties. Additionally, each investor hereunder will be waiving the right to seek punitive damages, the right to trial by a jury and other potential remedies that otherwise may be afforded by law.
• Governing Law: This Subscription Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.
• Signatures: The Investor declares under penalty of perjury that the statements, representations and warranties contained in the investment document to be filled are true, correct and complete.