SUBSCRIPTION AGREEMENT
Agreement (this "Agreement"), made this ---- day of -------------, 200- by
and between Kingsgate Acquisitions, Inc., a Delaware corporation (the "Company")
and ------------------------------------------------------ ("Subscriber"). In
consideration of the mutual promises and covenants herein contained, the parties
hereto (the "Parties") agree as follows:
ARTICLE I
SUBSCRIPTION
1.01 Subscription Offer. Subject to the terms and conditions hereof and to
acceptance by the Company, the Subscriber hereby irrevocably offers to
purchase ------------------ Units (the "Securities"), each Unit
consisting of one share of Common Stock and one Class "A" Warrant and
one Class "B" Warrant at a purchase price of $1.00 per Unit, for a
total purchase price of $-------------------. Subscribers must pay by
check, bank draft or postal express money order payable in United
States dollars to "Kingsgate Acquisitions, Inc." You may not pay in
cash. This is a self-underwritten offering made on a best efforts
basis.
1.02 Acceptance of Subscription. The Company reserves the right to reject
the Subscriber's offer in whole or in part, for any reason, and to
allocate less than the maximum number of Securities the Subscriber
hereby offers to purchase. Any sale of Securities to the Subscriber
shall not be deemed to occur until the Subscribers' offer is accepted
in writing by the Company. The Subscriber shall not have any recourse
against the Company if a purchase offer is rejected in whole or in
part. The Company shall reasonably notify the Subscriber in writing of
the acceptance of a purchase offer. If the offer is rejected in whole
or in part, the Company will promptly return to the Subscriber, without
deduction or interest, all or a ratable portion of the subscription
price, as the case may be, together with all executed documents
tendered by the Subscriber. If the purchase offer is rejected in part
only, the Subscriber shall immediately complete, execute, and deliver
to the Company new subscription documents for the appropriate reduced
amount.
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ARTICLE II
REPRESENTATIONS AND WARRANTIES
2.01 Status of Subscriber. The Subscriber, if an individual, is at least 21
years of age. If an association, each individual of the association is
at least 21 years of age.
2.02 Access to Information. Because of the Subscriber's business or
financial experience or his professional advisors who are unaffiliated
with and who are not compensated by the Company, or any affiliate
thereof, the Subscriber has the capacity to protect his own interests
in connection with the offer and sale of the Securities.
The Subscriber represents has received and retained the Company's
prospectus (the "Prospectus") and has carefully read and understood it,
particularly the section entitled "Risk Factors."
2.03 Understanding of Investment Risks. The Subscriber understands that
there is no market for the Securities and no assurance that a market
will develop, and that realization of the objectives of the Company isv
subject to significant economic and business risks as set forth in the
Prospectus.
2.04 Residence of the Subscriber. The residence of the Subscriber set forth
below is the true and correct residence of Subscriber and the
Subscriber has no present intention of becoming a resident of
domiciliary of any other state, country, or jurisdiction.
2.05 Further Assurance. Subscriber will execute and deliver to the Company
any document, or do any other act or thing, which the Company may
reasonably request in connection with the acquisition of the
Securities.
2.06 Ability to Bear Economic Risk. The Subscriber is an "accredited
investor" as defined in rules to the 1933 Act or is otherwise qualified
under the jurisdiction of the Subscriber's residence to make this
investment. The Subscriber is able to bear the economic risk of an
investment in the Securities and to maintain the investment in the
Securities for an indefinite period of time, and, further, could bear a
total loss of the investment and not change the Subscriber's standard
of living which existed at the time of the investment.
2.07 For Partnership, Corporations, Trusts or Other Entities Only. If the
Subscriber is a partnership, corporation, trust, or other entity:
The Subscriber has the full power and authority to execute this
subscription Agreement on behalf of the entity and to make the
representations and warranties made herein on its behalf and this
investment in the Company has been affirmatively authorized by the
governing board of the entity and is not prohibited by the governing
documents of the entity.
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ARTICLE III
MISCELLANEOUS PROVISIONS
3.01 Captions and Headings. The Article and Section headings throughout this
Agreement are for convenience of reference only and shall in no way be
deemed to define, limit or add to any provision of this Agreement.
3.02 Entire Agreement; Amendment. This Agreement states the entire agreement
and understanding of the Parties and shall supersede all prior
agreements and understandings. No amendment of the Agreement shall be
made without the express written consent of the Parties.
3.03 Severability. The invalidity or unenforceability of any particular
provision of this Agreement shall not affect any other provision
hereof, which shall be construed in all respects as if such invalid or
unenforceable provision were omitted.
3.04 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware for contracts made
and to be performed within the State of Delaware.
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3.05 Notices. All notices, requests, demands, consents, and other
communications hereunder shall be transmitted in writing and shall be
deemed to have been duly given when hand-delivered or sent by certified
mail, postage prepaid, with return receipt requested, addressed to the
Parties as follows: to the Company, Xxxxxxxxxxxxx #0, Xxxxxx 0000,
Xxxxxxx and to the Subscriber, at the address indicated below. Any
Party may change his/her/its address for purposes of this Section by
giving notice as provided herein.
IN WITNESS WHEREOF, the Parties have executed this Agreement the day and
year first above written.
Kingsgate Acquisitions, Inc.
The Subscriber
---------------------- By:
---------------------- ----------------------------
---------------------- Authorized Officer
----------------------
(Address)
