STOCK SUBSCRIPTION OFFER
ROTOBLOCK CORPORATION
TO: BOARD OF DIRECTORS:
1. Subscription: ____________________________ (the "Undersigned"),
whose address is ________________________________________________________,
hereby offers to subscribe for __________________________________________
(__________) Units (the "Units") consisting of one share of Common Stock
(the "Stock") and one-half Warrant (the "Warrants") of Rotoblock Corporation,
a Nevada corporation ("the Company") whose address is 0000 Xxxx Xxxxxx,
Xxxxxxxxx, XX, Xxxxxx. The par value of the Common Stock is $.001.Each one
whole Warrant entitles the holder to purchase one share of the Company's
Common Stock at an exercise price of $.50, for a period of two years from
_________________, or on _____________________. The Undersigned agrees to
pay $.05 per Unit for such Units, for an aggregate purchase price of
____________________________________ ($__________), payable at the time of
subscription.
2. Representations and Warranties of the Undersigned: The
Undersigned hereby represents and warrants that:
A. The Undersigned is financially responsible, able to meet his/her/its
obligations hereunder, and acknowledges this investment may be long term and
is by its nature speculative; further, the Undersigned acknowledges he/she/it
is financially capable of bearing the risk of this investment.
B. The Undersigned has had substantial experience in business or
investments in one or more of the following:
(i) knowledge of and investment experience with securities, such as
stocks and bonds;
(ii) ownership of interests in new ventures and/or start-up
companies;
(iii) experience in business and financial dealings, and the Undersigned
can protect his/her/its own interests in an investment of this nature and
does not have a "Purchaser Representative," as that term is defined in
Regulation D of the Securities Act of 1933, as amended, (the "Securities
Act") and does not need such a Representative.
C. The Undersigned is capable of bearing the high degree of economic
risks and burdens of this investment, including, but not limited to, the
possibility of complete loss of all his/her/its investment capital and the
lack of a liquid public market, such that he/she/it may not be able to
readily liquidate the investment whenever desired or at the then current
asking price of the Stock.
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D. The Undersigned has received a copy of the final Prospectus as
filed with and approved by the U.S. Securities and Exchange Commission
and has had access to the information set forth in Paragraph 4 hereof and
was able to request copies of such information, ask questions of and
receive answers from the Company regarding such information and any other
information he/she/it desired concerning the terms and conditions of this
transaction and all such questions have been answered to his/her/its full
satisfaction.
E. At no time was the Undersigned presented with or solicited by any
leaflet, public promotional meeting, circular, newspaper or magazine
article, radio or television advertisement, or any other form of general
advertising otherwise than in connection and concurrently with this Offer.
F. The Stock which the Undersigned hereby subscribes is being acquired
solely for his/her/its own account, for investment, and is not being
purchased with a view to or for the resale or distribution thereof and the
Undersigned has no present plans to enter into any contract, undertaking,
agreement or arrangement for such resale or distribution.
G. It has at no time been represented, guaranteed, or warranted to
the Undersigned by an officer or director of the Company, or the agents
or employees thereof, or any other person, expressly or impliedly, any of
the following:
(i) An exact or approximate length of time that the Undersigned will
or will not remain as owner of the Stock;
(ii) A percentage of profit and/or amount or type of consideration,
profit, loss, credits or deductions to be realized, if any, as a result
of the Undersigned's ownership of the Stock; or
(iii) Past performance on the part of any director or officer of the
Company, or the agents or employees thereof, that will in any way indicate
the predictable results accruing from ownership of the Stock.
The foregoing representations and warranties shall be true and
accurate as of the date hereof and as of the date of any acceptance of
this Offer by the Company and shall survive the date of such acceptance
by the Company.
3. Indemnification: The Undersigned acknowledges that
he/she/it understands the meaning and legal consequence of the
representations and warranties contained in Paragraph 2 hereof and the
Undersigned hereby agrees to indemnify and hold harmless all loss, damage
or liability due to or arising out of (i) a breach of any such
representation or warranty, or (ii) a breach of any warranty of the
Undersigned contained in this Offer.
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4. Access to and Furnishing Information: The Company has
provided the Undersigned with a copy of the Prospectus filed with the
U.S. Securities and Exchange Commission, as well as access to and
furnished to the Undersigned, if requested, all corporate records,
including Articles of Incorporation, By-Laws, Minute and Stock Books,
and agreements with officers, directors, stockholders and employees,
and information related to the business of the Company dated on or before
the date of this Offer. The Undersigned hereby acknowledges that he/she/it
has had an opportunity to review and understand the foregoing and has, if
he/she/it deemed necessary, consulted with a legal and/or tax advisor.
5. Common Stock Purchase Warrants: Each Warrant consists of
one-half warrant, two of which (or one whole Warrant) entitles the holder
to purchase one share of the Company's Common Stock at an exercise price
of $.50, for a period of two years from the date of the Prospectus,
expiring on __________________________.
6. Revocation: The undersigned agrees that he/she/it shall
not cancel, terminate or revoke this Agreement or any provisions hereof
or any agreement of the Undersigned made hereunder.
7. Notices: All notices or other communications given or
made hereunder shall be in writing and shall be delivered or mailed by
registered or certified mail, return receipt requested, postage prepaid,
to the Undersigned or to the Company at their respective addresses set
forth below.
8. Governing Law: This Agreement and other transactions
contemplated hereunder shall be construed in accordance with and governed
by the laws of the State of Nevada.
9. Entire Agreement: This Offer constitutes the entire
agreement among the parties hereto with respect to the subject matter
hereof and may be amended only by a writing executed by all parties.
IN WITNESS WHEREOF, the parties hereto have executed this Offer
as of the date and year set forth below.
DATED this ________ day of __________, ______.
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Signature
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Name (Please Print)
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Address
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City Province/State Postal/Zip Code
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Telephone
ACCEPTED BY:
ROTOBLOCK CORPORATION
__________________________________________
Xxxxx Xxxxxx, President and CEO
