EXHIBIT 99.4
SUBSCRIPTION AGREEMENT
Agreement, made this day _____________ of _____________, 2004, by and
between MONGOLIAN EXPLORATIONS LTD., a Nevada corporation (the "Company"), and
____________________________________ (the "Subscriber").
In consideration of the mutual promises and covenants herein contained, the
parties hereto agree as follows:
ARTICLE I
SUBSCRIPTION
1.01 Subscription Offer. Subject to the terms and conditions hereof and
to acceptance by the Company, Subscriber hereby irrevocably offers to purchase
___________________ shares of Common Stock (the "Securities") at a price of
$0.05 per share, for a total purchase price of US$_____________. The purchase
price is payable in full by check payable to "Mongolian Explorations Ltd."
1.02 Acceptance of Subscription. The Company reserves the right to reject
Subscriber's offer in whole or in part, for any reason, and to allocate less
than the maximum number of Securities the Subscriber hereby offers to purchase.
Any sale of Securities to Subscriber shall not be deemed to occur until
Subscriber's offer is accepted in writing by the Company. Subscriber shall not
have any recourse against the Company if a purchase offer is rejected in whole
or in part. The Company shall reasonably notify Subscriber in writing of the
acceptance of a purchase offer. If the purchase offer is accepted, the Company
will confirm in writing Subscriber's purchase of the Securities. If the purchase
offer is rejected in whole or in part, the Company will promptly return to
Subscriber, without deduction or interest, all or a ratable portion of the
subscription price, as the case may be, together with all executed documents
tendered by Subscriber. If the purchase offer is rejected in part only,
Subscriber shall immediately complete, execute, and deliver to the Company new
subscription documents for the appropriate reduced amount.
1.03 Registration of Securities. The Securities have been registered
under the Securities Act of 1933 (the "Act"), pursuant to Form SB-2.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
2.01 Status of Subscriber. Subscriber, if an individual, is at least 21
years of age. If an association, each individual member of the association is at
least 21 years of age.
2.02 For Partnerships, Corporations, Trusts, or Other Entities Only. If
the Subscriber is a partnership, corporation, trust, or other entity,
(a) Subscriber has enclosed with this Agreement appropriate evidence of
the authority of the individual executing this Agreement to act on its behalf
(i.e., if a trust, a copy of the trust agreement; if a corporation, a certified
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corporate resolution authorizing the signature and a copy of the articles of
incorporation; or if a partnership, a copy of the partnership agreement); and
(b) Subscriber has the full power and authority to execute this
Subscription Agreement on behalf of such entity and to make the representations
and warranties made herein on its behalf and this investment in the Company has
been affirmatively authorized by the governing board of such entity and is not
prohibited by the governing documents of the entity.
ARTICLE III
MISCELLANEOUS PROVISIONS
3.01 Captions and Headings. The Article and Section headings throughout
this Agreement are for convenience of reference only and shall in no way be
deemed to define, limit or add to any provision of this Agreement.
3.02 Entire Agreement; Amendment. This Agreement states the entire
agreement and understanding of the parties and shall supersede all prior
agreements and understandings. No amendment of the Agreement shall be made
without the express written consent of the parties.
3.03 Severability. The invalidity or unenforceability of any particular
provision of this Agreement shall not affect any other provision hereof, which
shall be construed in all respects as if such invalid or unenforceable provision
were omitted.
3.04 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada.
3.05 Notices. All notices, requests, demands, consents, and other
communications hereunder shall be transmitted in writing and shall be deemed to
have been duly given when hand delivered or sent by certified mail, postage
prepaid, with return receipt requested, addressed to the parties as follows: to
the Company, at 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx, Xxxxxxx Xxxxxxxx,
Xxxxxx X0X 0X0, and to Subscriber, at the address indicated below. Any party may
change its address for purposes of this Section by giving notice as provided
herein.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above written.
"Company"
MONGOLIAN EXPLORATIONS LTD.
By:
Authorized Officer
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NOTE: ENTITIES (CORPORATIONS, LLC'S, PARTNERSHIPS, ETC.)
MUST ALSO COMPLETE PAGE 5 OF THIS AGREEMENT.
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"Subscriber(s)"
Name(s) exactly as you wish your interest
in the Company to be registered (1)
(please print)
(2)
(please print)
Title, if Subscriber is not a natural person
(1)
(2)
Signatures
(1)
(Signature)
(2)
(Signature)
Primary Residence
(1)
(2)
Mailing Address (if different from above)
(1)
(2)
Contact Telephone Number(s)
(1)
(2)
Social Security or Tax (1)
Identification Number
(2)
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REQUIRED INFORMATION FOR JOINT PURCHASERS
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The interest in the Company we have purchased will be held as (choice one):
|_| Joint Tenants |_| Tenants in Common |_| Tenants by the Entirety
"Joint Tenants" means that the purchasers shall co-own the Securities as
joint tenants with right of survivorship and not as tenants in common. Each
purchaser shall enjoy the right of survivorship; that is, upon the death of one
purchaser, the surviving purchaser shall enjoy sole ownership of the Securities.
Any sale, transfer, or other disposition of the Securities by either purchaser
of his proportionate share thereof shall destroy the right of survivorship.
"Tenants in Common" means that the purchasers shall co-own the Securities as
tenants in common with no right of survivorship. Each purchaser may sell,
transfer, or otherwise dispose of his proportionate share of the Securities
pursuant to the terms and conditions of the subscription agreement.
"Tenants by the Entirety" means that the purchasers, who are husband and
wife, shall co-own the Securities as tenants by the entirety. Each purchaser
shall enjoy the right of survivorship and such right may not be defeated by any
unilateral act of either purchaser; that is neither purchaser may sell,
transfer, or otherwise dispose of his proportionate share of the Securities
without the prior express consent of the other purchaser. This form of ownership
is not recognized in all states. The Subscriber(s) should consult legal counsel
before selecting this form of ownership.
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ENTITY SUBSCRIPTION INFORMATION
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(attach additional pages if necessary)
1. Name of Subscriber Entity:
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2. Type of Entity: ____ Corporation _____ Limited Liability Company ____ Partnership
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_____ Trust _____ Other: _________________
3. Name(s) of Officers:
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President: _________________________________________________
Secretary: _________________________________________________
Treasurer: _________________________________________________
Other: _____________________________________________________
Other: _____________________________________________________
4. Name(s) of Directors:
------------------------
Director: __________________________________________________
Director: __________________________________________________
Director: __________________________________________________
Director: __________________________________________________
5. Name(s) of Shareholders/Members/Partners owning 5% or more of the outstanding
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ownership interests (stock, membership interests, etc.), or with options or
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warrants to subscriber to 5% or more of the ownership interests:
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5% Holder: _________________________________________________
5% Holder: _________________________________________________
5% Holder: _________________________________________________
5% Holder: _________________________________________________
5% Holder: _________________________________________________
Completed by: _____________________________________________ _______________
Signature Date
_____________________________________________
Print Name
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