STOCK SUBSCRIPTION AGREEMENT
DYNAMIC ALERT LIMITED
TO: DYNAMIC ALERT LIMITED (the "Company"), SELLER
All subscribers are subject to the provisions of the Stock Subscription Agreement.
1.
The undersigned hereby subscribes for ________________ shares of Dynamic Alert Limited (the "Company") at a purchase price of $0.10 per share, in accordance with the terms and conditions of this Stock Subscription Agreement (the “Agreement”).
2.
This subscription is one of a limited number of such subscriptions for shares of common stock of the Company. The execution of this Agreement shall constitute an offer by the undersigned to subscribe for common shares of stock in the amount specified above. The Seller, Dynamic Alert Limited, shall have the right, in its sole discretion, to reject such offer for any reason whatsoever, or, by executing a copy of this Agreement, to accept such offer. If such offer is accepted, Dynamic Alert Limited will return an executed copy of this Agreement to the undersigned, and will subsequently direct its transfer agent by way of a treasury order to issue a share certificate in the number of shares as specified above and in such name or names as the undersigned has directed in this Agreement.
If this Agreement is rejected by the Company or if the offering is not consummated for any reason, the subscription payment of the undersigned will be returned, in full, as soon as practicable following termination of the offering or the date of rejection, as applicable. It is understood that this Agreement is not binding upon Dynamic Alert Limited unless and until it is accepted by Dynamic Alert Limited, as evidenced by its execution of this Agreement where indicated below.
3.
The undersigned hereby makes the following representations and warranties:
a.
the undersigned has been furnished with a copy of the prospectus contained in the Company's SB-2 Registration Statement;
b.
the undersigned is of legal majority and of sufficient legal capacity to execute this Agreement, and warrants that all information provided to Dynamic Alert Limited is true and correct and complete in all respects as of the date hereof;
c.
the undersigned is acquiring the shares of common stock for his own account for investment purposes only and is not purchasing the subject shares for an undisclosed third party;
d.
if the undersigned is a corporation, partnership, trust or other entity, it represents:
(i)
it is duly organized, validly existing, and in good standing under the laws of the United States of America or elsewhere, and has all of the requisite power and authority to subscribe for the shares as provided herein;
(ii)
such subscription does not result in any violation of, or conflict with, any term of the charter or bylaws of the undersigned or an instrument to which it is bound or any law or regulation applicable to it;
(iii)
such subscription has been duly authorized by all the necessary actions required on behalf of the undersigned;
(iv)
this Agreement has been duly executed and delivered on behalf of the undersigned and constitutes a legal, valid and binding agreement upon the undersigned.
The foregoing representations and warranties shall be true and accurate as of the date hereof and as of the date of delivery of the purchase price to Dynamic Alert Limited and shall survive such delivery period.
4.
Miscellaneous
A.
This Stock Subscription Agreement, any amendments or replacements thereof, and the legality, validity and performance of the terms hereof, shall be governed by, and enforced, determined and construed in accordance with the laws of the State of Nevada applicable to contracts, transactions and obligations entered into and to be performed in such State.
B.
This Agreement contains the entire agreement between the parties hereto. The provisions of this Agreement may not be modified or waived except in writing. References to the masculine in this Agreement includes the feminine and neuter.
C.
This Agreement and the rights, powers and duties set forth herein shall, except as set forth herein, bind and inure to the benefit of the heirs, executors, administrators, legal representatives, successors and assigns of the parties hereto. The undersigned may not assign any or his rights or interests in and under this Agreement without the prior written consent of Dynamic Alert Limited, and any attempted assignment without such consent shall be void and without effect.
D.
It is understood that this subscription is offered on a subject to prior sale basis and is not binding on Dynamic Alert Limited until the Company accepts it, which acceptance is at the sole discretion of the Company, by executing this Agreement where indicated.
5.
Subscription
The undersigned hereby subscribes for the purchase of common shares of the stock of Dynamic Alert Limited and encloses payment of $________________ (@ $0.10 per share) payable to Dynamic Alert Limited or as otherwise directed by Dynamic Alert Limited.
EXECUTED this day of
2005 at _____________________________
__.
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________________________________
________________________________
Signature of Subscriber, or, if Subscriber
Name of Authorized Signatory- PLEASE PRINT
is a corporation, partnership or trust,
signature of authorized signatory
________________________________
Office of Authorized Signatory
Social Security or other identification number
_____________________________
Address of Corporation
_____________________________
If the subscriber is a partnership,
City
corporation or trust, complete the
following:
______________________________
_____________________________
Name of Partnership, Corporation or Trust
State/Province
Zip Code
PLEASE PRINT (affix seal, if any)
This Stock Subscription Agreement is accepted by Dynamic Alert Limited this
_________________ day of _______________________, 2004.
DYNAMIC ALERT LIMITED
By:_________________________
President
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