ADVENTURE ENERGY, INC. SUBSCRIPTION AGREEMENT
Exhibit
10.2
Subscriber
Name:
Address:
___________________ Social
Security No. ___________________
___________________ Social
Security No. ___________________
Phone:
_______________ Fax: _________________
Residence
(if different from above)
We agree to purchase from Adventure
Energy, Inc. (“Adventure Energy” or the “Company”) a working interest in the
natural gas xxxxx as described herein for a total price of
________________________ Dollars ($________), which represents twenty five
percent (___%) of fifty percent (50%) working interest in _____________________.
We acknowledge and understand that revenue flow to me will be based upon ___% of
50% of the net revenue from the well.
In
connection with this investment, we represent that the following are true and
correct statements:
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1.
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We
have received all information that we deem necessary for making an
investment decision before signing this Subscription
Agreement.
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2.
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We
have evaluated the risks of purchasing the well working interest(s). We
have such knowledge and experience in financial and business matters that
we are capable of evaluating the merits and risks of this
investment.
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3.
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We
are acquiring the well working interest(s) for our selves and not for any
other person. We are acquiring the well working interest(s) for investment
purposes only and not with a view of distribution to any other person or
entity. We have no arrangement with any person to assign or pledge any
part or all of the well interest(s) we are
purchasing.
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4.
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We
have determined that this investment is suitable for us in light of our
financial situation and needs. We have adequate financial resources for an
investment of this character. We have no need for liquidity of this
investment to satisfy any existing or contemplated undertaking or
indebtedness. We are able to bear the economic risk of this investment for
an indefinite period of time. We have sufficient net worth to sustain a
loss of this entire investment. The loss of this investment in its
entirety would not materially adversely affect the standard of living of
our family and our selves.
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1
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5.
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We
understand that the well interest(s) will not be registered under the
Securities Act of 1933, as amended (the “Act”) in reliance on Section 4(2)
and Rule 506. We also understand that the well interest(s) will not be
registered with any state securities agency under exemptions from
registration established under Section 18 of the Act. We understand that
reliance on these exemptions is predicated in part on our representations
and agreement.
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6.
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We
agree that the well interest(s) may not be sold, transferred, assigned,
pledged or hypothecated unless the well interest(s) are registered or
exempt from registration under the federal securities laws and all
applicable state securities laws.
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7.
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We
understand the Company does not have any obligation or intention of
registering the well interest(s) under any federal or state securities
laws, and we further understand that it does not have any obligation or
intention to file the reports which would constitute public obligation or
intention to file the reports which would constitute public information
under Rule 144 of the Securities Act of 1933, as
amended.
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8.
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We
understand that no federal or state agency has made any finding or
determination as to the fairness of this offering for public investment,
nor has any such agency made a recommendation or endorsement of the well
interest(s)
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9.
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We
are accredited investors as that the term is defined in Regulation D under
this Act. We have checked below which of the statements apply under which
we qualify as accredited investors.
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Check
one:
( )
Our individual net worth, or joint net worth with my spouse exceeds
$1,000,000,
Or
( )
In the two most recent years, we have individual incomes in excess of $200,000
or joint______________income with my spouse in the excess of $300,000, and we
reasonably expect to reach the same income level this year.
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10.
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We
agree that my interest in this Subscription Agreement may not be
transferred or assigned, except that our obligations under this
Subscription Agreement shall survive our death. We acknowledge and agree
that we may not cancel, terminate or revoke this
subscription.
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11.
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We
understand this subscription will expire if the Company fails to accept
this subscription upon the expiration of 10 days from the date of this
Subscription Agreement.
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12.
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We
agree to indemnify and hold harmless the Company and its Affiliates
against any and all loss, damage, liability or expense, including
reasonable attorney fees, which they or any of them incur as a result of
our breach of this Subscription Agreement. We understand that the Company
is relying on the accuracy of all declarations, acknowledgements,
warranties, representations and agreements made by me in this Subscription
Agreement in determining my suitability as a purchaser of the well
interest(s).
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2
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13.
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This
Agreement shall be governed by the laws of the State of
Tennessee.
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14.
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If
there is more than one signatory to this Subscription Agreement as
subscribers, we acknowledge and agree that the obligations, Representations,
warranties and agreements of the subscriber are made jointly and
severally.
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15.
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We
understand that the Company has the right to accept or reject this
subscription for any reason or no reason. If this subscription is
rejected, the purchase price payment will be refunded in full without
interest, all subscription documents will be returned to us, and the
Subscription Agreement will be null and
void.
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16.
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We
agree that all disputes between the Company and me relating to this
investment shall be resolved exclusively through binding arbitration
conducted under the commercial arbitration rules of the American
Arbitration Association. The Arbitration award is enforceable as a
judgment of any court having proper jurisdiction. The costs of arbitration
shall be split equally between the company, and each party and each shall
bear that party’s own legal
expenses.
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We
understand that the Company is relying on the information we have provided in
this document for purposes of establishing exemptions from registration under
the securities laws.
| Dated: _________________, 2008 |
INVESTORS:
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ACCEPTANCE
_____This
Subscription is accepted by the Company
_____This
Subscription is rejected by the Company
BY:_________________________
ITS:________________________
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