SUBSCRIPTION AGREEMENT

Exhibit 10.1

To:

________________________

Attention:

________________________

Ladies and Gentlemen:

Subscription.

The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from ________________________ (the “Corporation”) the number of common shares (the “Common Shares”) at a purchase price of $____ per share (the "Purchase Price"), as set forth on the Signature Page at the end of this subscription agreement (the “Agreement”), upon the terms and conditions hereinafter set forth. The minimum purchase per investor is _______ Common Shares or $______. This subscription is submitted to the Corporation in accordance with and subject to the terms and conditions described in this Agreement.

The Corporation is offering a maximum of ________ Common Shares at the Purchase Price on a best efforts basis, with no minimum number of Common Shares being sold. As a result, the Purchaser understands that it is possible that the Corporation will not receive any proceeds from the sale of Common Shares other than the purchase price of the Common Shares previously sold by the Company, if any, and the Purchase Price of the Common Shares being purchased by the Purchaser.

The undersigned is delivering the subscription payment made payable to “________________” and two fully executed copies of this Agreement; a completed Investor Questionnaire (the “Subscriber Questionnaire”):

________________________(Company Name)

________________________(Address)

________________________(Phone Number)

A prospective investor remitting the purchase price by wire transfer should provide the appropriate payment by wire transfer of immediately available funds to the attorney client trust account maintained at ___________, by _____________, in accordance with the following wire transfer instructions:

Receiving Bank Name:

________________

Routing Number:

________________

SWIFT CODE:

________________

Beneficiary’s Name:

________________

Reference:

________________

Beneficiary’s Account #:

________________

The undersigned understands that the Common Shares are being issued pursuant to the exemption from the registration requirements of the United States Securities Act of 1933, as amended (the “Securities Act”), provided by Regulation D Rule 506, or Regulation S of such Securities Act. As such, the Common Shares are only being offered and sold to investors who qualify as “accredited investors,” and a limited number of sophisticated investors, and persons who are not “US persons” as defined in Regulation S under the Securities Act. The Corporation is relying on the representations made by the undersigned in this Agreement that the undersigned qualifies as such an accredited, sophisticated, or non “US person” investor. The Common Shares are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.

Acceptance of Subscription.

The offering will be open until the earlier to occur of (i) _____________; or (ii) the sale of all of the Common Shares subject to any over-allotment provision, unless extended by us in our sole discretion. The proceeds from this offering will be placed in a non-interest bearing attorney client trust account held in the Corporation’s counsel’s name at _____________. The Common Shares are being sold on a “best efforts” basis. The proceeds from the sale of Common Shares less legal fees and other expenses will be released to the Corporation upon clearance of such proceeds and acceptance of this Agreement by the Corporation.

Subject to applicable state securities laws, the Purchaser may not revoke any subscription that such Purchaser delivers to the Corporation. However, the undersigned understands and agrees that the Corporation, in its sole discretion, may (i) reject the subscription of any Purchaser, whether or not qualified, in whole or in, part, and (ii) may withdraw the offering at any time prior to the termination of the offering. The Corporation shall have no obligation to accept subscriptions in the order received. This subscription shall become binding only if accepted by the Corporation.

Representations and Warranties.

3.1. The Corporation represents and warrants to, and agrees with the undersigned as follows, in each case as of the date hereof and in all material respects as of the date of the closing, except for any changes resulting solely from the offering:

(a) The Corporation will be duly organized, validly existing and in good standing under the laws of Nevada with full power and authority to own, lease, license and use its properties and assets and to carry out the business in which it is engaged. The Corporation will be in good standing as a foreign corporation in every jurisdiction in which its ownership, leasing, licensing or use of property or assets or the conduct of its business makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the Corporation.

(b) The authorized capital stock of the Corporation will consist of ____________ shares of common stock, par value $______ per share (the “Common Stock”), _____________ common shares outstanding, and ________ shares of preferred stock, $________ par value per share (the “Preferred Stock”), no shares of the Preferred Stock outstanding, excluding shares issued in connection with the offering, shares issued upon exercise or conversion of options, warrants or other rights outstanding as of the date of the initial closing, in accordance with their terms as of such date.

Each outstanding share of the Common Shares will be validly authorized, validly issued, fully paid and non-assessable, without any personal liability attaching to the ownership thereof and has not been issued and is not or will not be owned or held in violation of any preemptive rights of stockholders. There will be no commitment, plan or arrangement to issue, and no outstanding option, warrant or other right calling for the issuance of, any share of capital stock of the Corporation or any security or other instrument which by its terms is convertible into, exercisable for or exchangeable for capital stock of the Corporation. There will be no outstanding security or other instrument which by its terms is convertible into or exchangeable for capital stock of the Corporation.

(c) There is no litigation, arbitration, claim, governmental or other proceeding (formal or informal), or investigation pending or, to the best knowledge of the officers of the Corporation, threatened with respect to the Corporation, or any of its subsidiaries, operations, businesses, properties or assets such as individually or in the aggregate do not now have and could not reasonably be expected to have a material adverse effect upon the operations, business, properties or assets of the Corporation.

(d) The Corporation will have all requisite power and authority (i) to execute, deliver and perform its obligations under this Agreement, and (ii) to issue and sell the shares in the offering.

(e) No consent, authorization, approval, order, license, certificate or permit of or from, or declaration or filing with, any United States federal, state, local, or other applicable governmental authority, or any court or any other tribunal, is required by the Corporation for the execution, delivery or performance by the Corporation of this Agreement or the issuance and sale of the shares, except such filings and consents as may be required and have been or at the initial closing will have been made or obtained under the laws of the United States federal and state securities laws.

(f) The execution, delivery and performance of this Agreement and the issuance of the Common Shares will not violate or result in a breach of, or entitle any party (with or without the giving of notice or the passage of time or both) to terminate or call a default under any agreement or violate or result in a breach of any term of the Corporation’s Articles of Incorporation or Bylaws of, or violate any law, rule, regulation, order, judgment or decree binding upon, the Corporation, or to which any of its operations, businesses, properties or assets are subject, the breach, termination or violation of which, or default under which, would have a material adverse effect on the operations, business, properties or assets of the Corporation.

(g) The Common Shares issuable in this offering will be validly authorized and, if and when issued in accordance with the terms and conditions set forth in this Agreement, will be validly issued, fully paid and non-assessable without any personal liability attaching to the ownership thereof, and will not be issued in violation of any preemptive or other rights of stockholders.

(h) This Agreement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

3.2. The undersigned hereby represents and warrants to, and agrees with, the Corporation as follows:

(a) The undersigned is an “Accredited Investor” as that term is defined in Rule 501 (a) of Regulation D promulgated under the Securities Act, and as specifically indicated in Exhibit I attached to this Agreement.

(b) The undersigned is a “Sophisticated Investor” as that term is defined in Rule 506(b)(2)(ii) of Regulation D promulgated under the Securities Act.

(c) For California and Massachusetts individuals: If the subscriber is a California resident, such subscriber’s investment in the Corporation will not exceed 10% of such subscriber’s net worth (or joint net worth with his spouse). If the subscriber is a Massachusetts resident, such subscriber’s investment in the Corporation will not exceed 25% of such subscriber’s joint net worth with such subscriber’s spouse (exclusive of principal residence and its furnishings).

(d) If a natural person, the undersigned is: a bona fide resident of the state or non-United States jurisdiction contained in the address set forth on the Signature Page of this Agreement as the undersigned’s home address; at least 21 years of age; and legally competent to execute this Agreement. If an entity, the undersigned has its principal offices or principal place of business in the state or non-United States jurisdiction contained in the address set forth on the Signature Page of this Agreement, the individual signing on behalf of the undersigned is duly authorized to execute this Agreement and this Agreement constitutes the legal, valid and binding obligation of the undersigned enforceable against the undersigned in accordance with its terms.

(e) The undersigned has received, read carefully and is familiar with this Agreement.

(f) The undersigned is familiar with the Corporation’s business, plans and financial condition, the terms of the offering and any other matters relating to the offering, the undersigned has received all materials which have been requested by the undersigned, has had a reasonable opportunity to ask questions of the Corporation and its representatives, and the Corporation has answered all inquiries that the undersigned or the undersigned’s representatives have put to it. The undersigned has had access to all additional information necessary to verify the accuracy of the information set forth in this Agreement and any other materials furnished herewith, and have taken all the steps necessary to evaluate the merits and risks of an investment as proposed hereunder.

(g) The undersigned (or the undersigned’s purchaser representative) has such knowledge and experience in finance, securities, taxation, investments and other business matters so as to be able to protect the interests of the undersigned in connection with this transaction, and the undersigned’s investment in the Corporation hereunder is not material when compared to the undersigned’s total financial capacity.

(h) The undersigned understands the various risks of an investment in the Corporation as proposed herein and can afford to bear such risks, including, without limitation, the risks of losing the entire investment.

(i) The undersigned acknowledges that no market for the Common Shares (the “Securities”) presently exists and none may develop in the future and that the undersigned may find it impossible to liquidate the investment at a time when it may be desirable to do so, or at any other time.

(j) The undersigned has been advised by the Corporation that none of the Common Shares have been registered under the Securities Act, that the Common Shares will be issued on the basis of the statutory exemption provided by Rule 506 of the Securities Act or Regulation D promulgated thereunder, or both, relating to transactions by an issuer not involving any public offering and under similar exemptions under certain state securities laws; that this transaction has not been reviewed by, passed on or submitted to any federal or state agency or self-regulatory organization where an exemption is being relied upon; and that the Corporation’s reliance thereon is based in part upon the representations made by the undersigned in this Agreement.

(k) The undersigned acknowledges that the undersigned has been informed by the Corporation of or is otherwise familiar with, the nature of the limitations imposed by the Securities Act and the rules and regulations thereunder on the transfer of the securities. In particular, the undersigned agrees that no sale, assignment or transfer of any of the securities shall be valid or effective, and the Corporation shall not be required to give any effect to such a sale, assignment or transfer, unless (i) the sale, assignment or transfer of such securities is registered under the Securities Act, it being understood that the securities are not currently registered for sale and that the Corporation has no obligation or intention to so register the securities, except as contemplated by the terms of this Agreement or (ii) such securities are sold, assigned or transferred in accordance with all the requirements and limitations of Rule 144 under the Securities Act (it being understood that Rule 144 is not available at the present time for the sale of the securities), or (iii) such sale, assignment or transfer is otherwise exempt from registration under the Securities Act, including Regulation S promulgated thereunder. The undersigned further understands that an opinion of counsel and other documents may be required to transfer the securities.

(l) The undersigned acknowledges that the securities shall be subject to a stop transfer order and the certificate or certificates evidencing any Common Shares shall bear the following or a substantially similar legend or such other legend as may appear on the forms of securities and such other legends as may be required by state blue sky laws:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS, AND SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH SALE OR TRANSFER IS EXEMPT FROM SUCH REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS.

(m) The undersigned will acquire the Common Shares for the undersigned’s own account (or for the joint account of the undersigned and the undersigned’s spouse either in joint tenancy, tenancy by the entirety or tenancy in common) for investment and not with a view to the sale or distribution thereof or the granting of any participation therein, and has no present intention of distributing or selling to others any of such interest or granting any participation therein.

(n) No representation, guarantee or warranty has been made to the undersigned by any broker, the Corporation, any of the officers, directors, stockholders, partners, employees or agents of either of them, or any other persons, whether expressly or by implication, that:

(i) the Corporation or the undersigned will realize any given percentage of profits and/or amount or type of consideration, profit or loss as a result of the Corporation’s activities or the undersigned’s investment in the Corporation; or

(ii) the past performance or experience of the management of the Corporation, or of any other person, will in any way indicate the predictable results of the ownership of the Securities or of the Corporation’s activities.

(o) No oral or written representations have been made, and no oral or written information was furnished to the undersigned or the undersigned’s advisor(s) in connection with the Offering.

(p) The undersigned is not subscribing for the Common Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by a person other than a representative of the Corporation with which the undersigned had a pre-existing relationship in connection with investments in securities generally.

(q) The undersigned is not relying on the Corporation with respect to the tax and other economic considerations of an investment.

(r) The undersigned acknowledges that the representations, warranties and agreements made by the undersigned herein shall survive the execution and delivery of this Agreement and the purchase of the Common Shares.

(s) The undersigned has consulted his own financial, legal and tax advisors with respect to the economic, legal and tax consequences of an investment in the Common Shares and has not relied on the Corporation, its officers, directors or professional advisors for advice as to such consequences.

(t) Such Subscriber has been furnished with or has had access to the XXXXX Website of the Commission to the Company’s Form 10-Q filed on __________, for the quarter ended __________, together with all other public filings made with the Commission available at the XXXXX website until five days before the Closing Date (hereinafter referred to collectively as the “Reports”). In addition, such Subscriber acknowledges that they have read and have access to the Company’s Risk Factors, as set forth in the Company’s Form 8-K filed on ___________, and may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Subscriber has requested in writing, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), and considered all factors such Subscriber deems material in deciding on the advisability of investing in the Securities. Such Subscriber has relied on the Reports and Other Written Information in making its investment decision.

Indemnification.

The Purchaser understands the meaning and legal consequences of the representations and warranties contained in Section 4.2, and agrees to indemnify and hold harmless the Corporation and each member, officer, employee, agent or representative thereof against any and all loss, damage or liability due to or arising out of a breach of any representation or warranty, or breach or failure to comply with any covenant, of the Purchaser, contained in this Agreement. Notwithstanding any of the representations, warranties, acknowledgments or agreements made herein by the Purchaser, the Purchaser does not thereby or in any other manner waive any rights granted to the Purchaser under federal or state securities laws.

NASAA Uniform Legend.

IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF US AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

6. Additional Information.

The Purchaser hereby acknowledges and agrees that the Corporation may make or cause to be made such further inquiry and obtain such additional information as they may deem appropriate, with regard to the suitability of the undersigned.

7. Irrevocability; Binding Effect.

The purchaser hereby acknowledges and agrees that the subscription hereunder is irrevocable, that the purchaser is not entitled to cancel, terminate or revoke this Agreement or any agreements of the undersigned thereunder and that this Agreement and such other agreements shall survive the death or disability of the Purchaser and shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and assigns. If the Purchaser is more than one person, the obligations of the Purchaser hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his heirs, executors, legal representatives and assigns.

Modification.

Neither this Agreement nor any provisions hereof shall be waived, modified, discharged or terminated or by an instrument in writing signed by the party against whom any such waiver, modification, discharge or termination is sought.

Notices.

Any notice, demand or other communication that any party hereto may be required, or may elect, to give to anyone interested hereunder shall be deemed given (a) three (3) business days after mailing if sent by registered or certified mail, return receipt requested, addressed to such address as may be given herein, (b) immediately if delivered personally at such address, including by overnight delivery service, or (c) immediately if communicated by facsimile to the person entitled to such notice, provided, however, that acknowledgment of the receipt of such facsimile notice is returned to the person giving notice, it being understood that such acknowledgment shall not be unreasonably withheld. The addresses for such communications shall be:

(a) If to the Subscribers: At the address of such Subscriber set forth in this Agreement hereto or as specified in writing by such Subscriber:

(b) If to the Company: ___________________

With a copy to: ___________________

10. Counterparts.

This Agreement may be executed through the use of separate signature pages or in any number of counterparts, and each such counterpart shall, for all purposes, constitute one agreement binding on all parties, notwithstanding that all parties are not signatories to the same counterpart.

11. Entire Agreement.

This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and there are no representations, covenants or other agreements except as stated or referred to herein.

12. Severability.

Each provision of this Agreement is intended to be severable from every other provision, and the invalidity or illegality of any Portion hereof shall not affect the validity or legality of the remainder hereof.

13. Assignability.

This Agreement is not transferable or assignable by the Purchaser.

14. Applicable Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada as applied to residents of that State executing contracts wholly to be performed in that State without regard to conflicts of laws principles.

15. Choice of Jurisdiction.

The parties agree that any action or proceeding arising, directly, indirectly or otherwise, in connection with, out of or from this Agreement, any breach hereof or any transaction covered hereby shall be resolved within the state of Nevada Accordingly, the parties consent and submit to the jurisdiction of the United States federal and state courts located within the state of Nevada.

IN WITNESS THEREOF, the undersigned exercises and agrees to be bound by this Agreement by executing the Signature Page attached hereto on the date therein indicated.

[Signature Page to Follow]

SUBSCRIPTION AGREEMENT

SIGNATURE PAGE

By executing this Signature Page, the undersigned hereby executes, adopts and agrees to all terms, conditions and representations of this Agreement and acknowledges all requirements are met by the purchaser to purchase Common Shares in Pacific Blue Energy Corporation (the “Corporation”).

Number of Common Shares Subscribed at $_______ per Common Share: _______

Aggregate Purchase Price: $_______

Type of ownership:

____________

Individual

____________

Joint Tenants

____________

Tenants by the Entirety

____________

Tenants in Common

____________

Subscribing as Corporation or Partnership

____________

Other

IN WITNESS WHEREOF, the undersigned Purchaser has executed this Signature Page this ___ day of ____, 2010.


_____________________________		_____________________________
Exact Name in which Common Shares are to be Registered		Exact Name in which Common Shares are to be Registered

_____________________________		______________________________
Signature		Signature
_____________________________		______________________________
Print Name		Print Name
_____________________________		______________________________
SSN / Tax Identification Number:		SSN / Tax Identification Number:

_____________________________		______________________________

_____________________________		______________________________
Mailing Address		Mailing Address
_____________________________		______________________________
Residence Phone Number		Residence Phone Number
_____________________________		______________________________
Work Phone Number		Work Phone Number
_____________________________		______________________________
E-Mail Address		E-Mail Address

ACCEPTANCE OF SUBSCRIPTION

__________________________ hereby accepts the subscription by ______________ of ________________ Common Shares, par value $________, as of the ____________day of ________________, 2010.

___________________________________(Company)

By: __________________________________________

Name: __________________________________________

Title: _________________________________________

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SUBSCRIPTION AGREEMENT

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