ALPINE ALPHA 3, LTD SUBSCRIPTION AGREEMENT
ALPINE
ALPHA 3, LTD
This
will
acknowledge that the undersigned hereby agrees to purchase _______ shares of
common stock, par value $0.001, of Alpine Alpha 3, Ltd (the “Company”) at $_____
per share for a total of $____. The undersigned acknowledges that the shares
of
common stock have not been registered under the Securities Act of 1933, as
amended, and that the securities received by the undersigned will bear a legend
indicating the transfer of such securities shall be restricted by reason of
the
fact that such securities have not been so registered.
The
undersigned represents that he/she is acquiring the shares for his/her own
account for investment purposes only and not with a view to resell or distribute
thereof, nor with the intention of selling, transferring or otherwise disposing
of all or any part of such shares for any particular price or at any particular
time or upon happening of any particular event or circumstances, except selling,
transferring or disposing of the shares made upon full compliance with the
applicable provisions of the Securities Act of 1933 and the Securities and
Exchange of Act of 1934 and the rules and regulations promulgated by the
Securities and Exchange Commission thereunder; and that such shares must be
held
indefinitely unless they are subsequently registered under the Securities Act
of
1933 or an exemption from registration is available, and that any routine sales
of securities made in reliance of Rule 144 can be made only in limited amounts
and in accordance with the terms and conditions of that Rule.
The
undersigned also acknowledges that he/she has received the following information
in connection with the purchase of the aforementioned shares of the Company,
and
no other representation, statement or inducements were made to cause him/her
to
purchase these securities.
1.
The
Company was duly organized under the laws of the State of Delaware on October
29, 2007.
2.
The
certificate of incorporation authorized capitalization of 50,000,000 common
shares at 0.001 par value per share.
3.
The
Company is a development stage company with limited activities and limited
assets. The Company operates in the industrialization and modernization of
Chinese companies.
4.
No
commission will be paid to anyone to sell the shares.
5.
There
is no public market for the Company’s securities, nor can the Company guarantee
that a public market will develop in the near future, if at all.
6.
None
of the securities to be sold herein have been registered with the Securities
and
Exchange Commission or with the securities division of any state, nor has any
regulatory agency passed upon the merits of the securities or upon the accuracy
of any information contained herein or in any document.
7.
The
undersigned has been apprised of the fact that the Company will register to
do
business in the State of Delaware but the Company cannot guarantee that it
will
register to do business in any other state in the future.
8.
In
connection with the purchase of these shares, the undersigned also acknowledges
that:
(a)
I
have not received any general solicitation of general advertising regarding
the
purchase of these securities.
(b)
I
have sufficient knowledge and experience of financial and business matter so
that I am able to evaluate the merits and risks of purchasing the shares, and
I
have had substantial experience in previous private and public purchases of
securities.
(c)
I
have adequate means to provide for my personal needs, possess the ability to
bear the economic risk of holding the shares purchased hereunder indefinitely,
and can afford a complete loss on the purchase of these securities.
(d)
During the transaction and prior to purchase, I have read this Subscription
Agreement and have full opportunity to ask questions of and receive answers
from
the Company and its founders and officers, and to receive such information
contained herein or any additional information requested. I do not desire to
receive any further information. However, my decision to purchase shares from
the Company is based entirely and solely upon the information provided by Alpine
Alpha 3, Ltd.
(e)
I
understand the meaning of the first two paragraphs of this Subscription
Agreement, and that a restrictive legend will be placed on the shares purchased
hereunder, and that instructions will be placed with the Transfer Agent for
the
Company’s securities prohibiting the transfer of my securities purchased
hereunder absent full compliance with the Securities Act of 1933 and the
Securities and Exchange Act of 1934.
NEW
YORK RESIDENTS
THE
ATTORNEY GENERAL OF THE STATE OF NEW YORK DOES NOT PASS UPON OR ENDORSE THE
MERITS OF ANY PRIVATE OFFERING. NO OFFERING DOCUMENT HAS BEEN FILED WITH OR
OTHERWISE APPROVED BY THE DEPARTMENT OF SECURITIES OR THE DEPARTMENT OF LAW
AND
PUBLIC SAFETY OF THE STATE OF NEW YORK. ANY REPRESENTATION TO THE CONTRARY
IS
UNLAWFUL.
I
hereby
subscribe to the shares set forth on page one (1) of this Subscription
Agreement, and am tendering herewith my check for the full amount of my
subscription, made payable to the order of Alpine
Alpha 3, Ltd and am mailing same to Alpine Alpha 3, Ltd, XX Xxx 000, Xxx Xxxxxx
00000, XXX.
$
_________ at $________ per share for __________ common shares
Dated:
____________, 2008
AGREED
AND ACKNOWLEDGED
Name:
__________________
By:
_________________
(signature)
Complete
Address: _____________________
City,
State: _________________
Fax
or
Email: ___________________ Phone
No.: _________
Identification
Number: _______________________
USA,
Social Security Number: __________________
