SUBSCRIPTION AGREEMENT
PYR Energy Corporation
0000 Xxxxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Gentlemen and Ladies:
The undersigned potential investor (the "Investor") desires to
invest in PYR Energy Corporation (the "Company") on the terms and conditions
described in this subscription agreement (the "Subscription Agreement").
Pursuant to the terms described in this Subscription Agreement, the Company
is offering to sell shares of the Company's $.001 par value common stock (the
"Common Stock") to the Investor.
1. SUBSCRIPTION
Subject to and in accordance with the terms and conditions of this
Subscription Agreement, the Investor hereby offers to purchase an aggregate
of __________ shares (the "Shares") of Common Stock for $8.00 per share, for
an aggregate purchase price of $_________ (the "Purchase Price"). The
Investor understands and agrees that this Subscription Agreement constitutes
the binding obligation of the Investor to deliver the full Purchase Price to
the Company, by bank wire, bank check, cashier's check or other method agreed
to in writing by the Company, at or before the consummation of the
transactions contemplated by this Subscription Agreement (the "Closing").
2. CLOSING
The Closing shall take place at the offices of the Company, 0000
Xxxxxxxx, Xxxxx 0000, Xxxxxx, XX 00000, on the date of this Subscription
Agreement. As soon as practicable after the Closing, the Company will deliver
to the Investor, or cause to be delivered to the Investor, a certificate
representing the Shares against payment to the Company of the Purchase Price
by wire transfer of immediately available funds to the bank account or
accounts designated by the Company.
3. CONDITIONS TO OBLIGATIONS OF THE INVESTOR
The Investor's obligation to purchase the Shares at the Closing is
subject to the fulfillment (or waiver by the Investor), at or prior to the
Closing, of each of the following conditions:
(a) The representations and warranties of the Company contained in
this Subscription Agreement shall be true and correct in all material
respects at the time of the Closing, except as such representations and
warranties are affected by the consummation of the transactions contemplated
by this Subscription Agreement.
(b) The Company shall have duly performed and complied in all
material respects with all agreements and conditions contained in this
Subscription Agreement and required to be performed or complied with by the
Company at or prior to the Closing.
If any of the conditions specified in this Section 3 shall not have
been fulfilled at or prior to the Closing, the Investor shall be relieved of
all further obligations under this Subscription Agreement without thereby
waiving any other rights the Investor may have by reason of such
nonfulfillment.
4. CONDITIONS TO OBLIGATIONS OF THE COMPANY
The obligations of the Company to issue and sell the Shares to the
Investor at the Closing shall be subject to the fulfillment (or waiver by the
Company), at or prior to the Closing, of each of the following conditions:
(a) The representations and warranties made by the Investor in this
Subscription Agreement shall be true and correct in all material respects
when made and at the time of the Closing.
(b) The Investor shall have duly performed and complied in all
material respects with all agreements and conditions contained in this
Subscription Agreement and required to be performed or complied with by the
Investor at or prior to the Closing, including but not limited to payment to
the Company of the Purchase Price as described above.
5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and warrants to the Investor as follows:
(a) The Company is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware and has all
requisite corporate power and authority to own or lease its properties and to
carry on its business as presently conducted.
(b) This Subscription Agreement and the transactions contemplated
hereby have been duly authorized by all necessary corporate action on the
part of the Company. This Subscription Agreement has been duly executed and
delivered by the Company and constitutes the legal, valid and binding
obligation of the Company, enforceable against the Company in accordance with
its terms.
(c) Neither the execution and delivery of this Subscription
Agreement, nor the consummation of the transactions contemplated hereby, will
(i) violate, conflict with or result in a breach of or constitute a default
under any provision of the Certificate Of Incorporation or Bylaws of the
Company, (ii) violate, conflict with or result in a breach of or constitute a
default under any judgment, order, decree, rule or regulation of any court or
governmental agency to which the Company is subject, or (iii) violate,
conflict with or result in a breach of any applicable rule or regulation of
any federal, state, local or other governmental authority.
(d) The Shares to be issued to the Investor pursuant to this
Subscription Agreement are duly authorized and, when issued and paid for in
accordance with the terms of this Subscription Agreement, will be validly
issued, fully paid and nonassessable.
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7. REPRESENTATIONS AND WARRANTIES OF THE INVESTOR
The Investor hereby represents and warrants to, and agrees with, the
Company as follows:
(a) The Investor is a [corporation, limited liability company, trust,
limited partnership or other entity] duly organized, validly existing and in
good standing under the laws of the State of __________ and has the full right,
power and authority to execute and deliver this Subscription Agreement, to
subscribe for and purchase the Shares hereunder and to otherwise carry out
and consummate all transactions contemplated by this Subscription Agreement.
This Subscription Agreement and the transactions contemplated hereby and
thereby have been duly authorized by all necessary action on the part of the
Investor. The Subscription Agreement constitutes the legal, valid and binding
obligation of the Investor.
(b) Neither the execution and delivery of this Subscription
Agreement, nor the consummation of the transactions contemplated hereby, will
(i) violate, conflict with or result in a breach of or constitute a default
under any provision of the Certificate of Incorporation or Bylaws, or
similarly governing documents, of the Investor, (ii) violate, conflict with
or result in a breach of or constitute a default under any judgment, order,
decree, rule or regulation of any court or governmental agency to which the
Investor is subject or (iii) violate, conflict with or result in a breach of
any applicable rule or regulation of any federal, state, local or other
governmental authority.
(c) The Investor has made, either alone or together with its
advisors, if any, such independent investigation of the Company, its
management and related matters as the Investor deemed to be, or such
advisors, if any, have advised to be, necessary or advisable in connection
with an investment in the Shares. The Investor and its advisors, if any, have
received all information and data that the Investor and such advisors, if
any, believe to be necessary in order to reach an informed decision as to the
advisability of an investment in the Shares, including but not limited to the
Company's Prospectus dated January 5, 2001 and the Company's Prospectus
Supplement dated March 8, 2001 and all documents incorporated by reference
therein.
(d) The Investor is not acting as an underwriter, placement agent,
broker or dealer in connection with the acquisition of the Shares and the
Investor is purchasing the Shares for Investor's own account and not with a
view to distribution.
8. SURVIVAL OF REPRESENTATIONS AND WARRANTIES
All representations and warranties contained in this Subscription
Agreement or made in writing by the Investor or by the Company in connection
with the transactions contemplated by this Subscription Agreement shall
survive the Closing and shall remain in full force and effect thereafter. All
covenants and agreements contained in this Subscription Agreement shall
survive the Closing indefinitely until, by their respective terms, they are
no longer operative.
9. NOTICES
All notices, requests, demands, directions and other communications
(collectively, "Notices") concerning this Subscription Agreement shall be in
writing and shall be mailed or delivered personally or sent by telecopier or
facsimile to the applicable party at the address of such party set forth
below in this Section 9. When mailed, each such Notice shall be sent by first
class, certified mail, return receipt requested, enclosed in a postage
prepaid wrapper, and shall be effective
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on the fifth business day after it has been deposited in the mail. When
delivered personally, each such Notice shall be effective when delivered to
the address for the respective party set forth in this Section. When sent by
telecopier or facsimile, each such Notice shall be effective on the day on
which it is sent provided that it is sent on a business day and further
provided that it is sent prior to 5:00 p.m., local time of the party to whom
the Notice is being sent, on that business day; otherwise, each such Notice
shall be effective on the first business day occurring after the Notice is
sent. Each such Notice shall be addressed to the party to be notified as
shown below:
The Company: PYR Energy Corporation
Attention: Chief Executive Officer
0000 Xxxxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Facsimile No.: 000-000-0000
The Investor: -----------------------------------
-----------------------------------
-----------------------------------
Facsimile No.:
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Either party may change his or its respective address for purposes of
this Section 9 by giving the other party Notice of the new address in the manner
set forth above.
10. MISCELLANEOUS
(a) This Subscription Agreement may be executed in one or more
counterparts all of which taken together shall constitute a single instrument.
(b) This Subscription Agreement shall be governed and construed as
binding upon the parties hereto, and their respective successors, and no
other person shall have any right or obligation hereunder. This subscription
shall be irrevocable, and may not be assigned by the Investor. Subject to the
foregoing, this Subscription Agreement shall be binding upon and inure to the
benefit of the heirs, executors, administrators, legal representatives,
successors and assigns of the Investor. There are no third party
beneficiaries to this Agreement.
(c) This Subscription Agreement constitutes the entire agreement
between the Investor and the Company with respect to the subject matter of
this Subscription Agreement and supersedes all prior and contemporaneous
agreements between the Investor and the Company with respect to the subject
matter of this Subscription Agreement.
(d) This Subscription Agreement will be construed and enforced in
accordance with and governed by the laws of the State of Colorado, except for
matters arising under the 1933 Act, without reference to principles of
conflicts of law. Proper venue and jurisdiction regarding any question
relating to this Subscription Agreement shall be solely in the federal
district, state district or county courts located in or that have
jurisdiction in the City and County of Denver, Colorado. If any legal action
or other proceeding is brought by one of the parties to this Subscription
Agreement against the other party for the enforcement of this Subscription
Agreement, or because of an alleged dispute, breach, default or
misrepresentation in connection with any of the provisions of this
Subscription Agreement, the prevailing party shall be entitled to recover
reasonable attorneys' fees and other costs incurred in that action or
proceeding, in addition to any other relief to which the prevailing party may
be entitled.
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(e) No amendment or modification of this Subscription Agreement
shall be deemed effective unless and until it has been executed in writing by
the parties to this Subscription Agreement. No term or condition of this
Subscription Agreement shall be deemed to have been waived, nor shall there
be any estoppel to enforce any provision of this Subscription Agreement,
except by a written instrument that has been executed by the party charged
with such waiver or estoppel.
(f) The headings to this Subscription Agreement are for convenience
only; they form no part of this Subscription Agreement and shall not affect
its interpretation.
(g) If any portion of this Subscription Agreement shall be held to
be null, void, or unenforceable the same shall not render any other portion
hereof null, void, or unenforceable;
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With such full understandings and acknowledgements, the Investor
does hereby affirm the Investor's subscription to the purchase of the Shares
being offered by the Company as described herein and in the Prospectus. The
Investor does further acknowledge the Investor's understandings of all the
terms and provisions of this Subscription Agreement and agrees to be bound by
all of the terms and conditions of this Subscription Agreement.
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SIGNATURE PAGE
Please complete the following:
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Date
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Printed Name of Investor
By:
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Signature
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Printed Name and Title
Investor's Tax Identification Number:
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STATE OF
------------------------- )
) ss.
COUNTY OF )
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On this ____ day of _______________, 2001, before me personally
appeared ___________________________, who, being duly sworn by me,
acknowledged that (s)he executed the foregoing instrument in the name of said
entity, that (s)he had the authority to execute the same, and that (s)he
executed the same as the act and deed of said entity for the uses and
purposes therein stated.
My commission expires:
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Notary Public Address
This subscription is accepted by PYR Energy Corporation on this _____ day
of __________, 2001.
PYR ENERGY CORPORATION
By:
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Signature
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Printed Name and Title
* * * * *
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