Exhibit 99.1
STOCK SUBSCRIPTION AGREEMENT
for
Treasure Explorations Inc.
1. SUBSCRIPTION:The undersigned, ___________________________, (the
"Subscriber") hereby Subscribes for the purchase of _______ shares of
Treasure Explorations Inc., a Nevada Corporation ("the Company"), in
consideration of the sum of $_________ and submits the total subscription
price with this Subscription Agreement. Such subscription is subject to the
following terms and conditions;
a. No certificate(s) for share(s) shall be issued to the undersigned
until the entire stock subscription price is paid; and,
b. The certificate(s) representing the share(s) delivered pursuant to
this subscription agreement may bear a restrictive legend.
2. REPRESENTATIONS AND WARRANTIES: The undersigned Subscriber hereby
represents and warrants to the Company:
a. The undersigned Subscriber understands that the Company's STOCK HAS
NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION, ANY STATE SECURITIES AGENCY, OR ANY FOREIGN
SECURITIES AGENCY.
b. The undersigned Subscriber is not an underwriter and would be
acquiring the Company's stock solely for investment for his or her own
account and not with a view to, or for, resale in connection with any
distribution within the meaning of any federal securities act, state
securities act or any other applicable federal or state laws;
c. The undersigned Subscriber understands the speculative nature and
risks of investments associated with the Company, and confirms that
the stock would be suitable and consistent with his or her investment
program; that his or her financial position enables him or her to bear
the risks of this investment; and, that there is no public market for
the stock subscribed for herein;
d. The stock subscribed for herein may not be transferred, encumbered,
sold, hypothecated, or otherwise disposed of, if such disposition will
violate any federal and/or state securities acts. Disposition shall
include, but is not limited to acts of selling, assigning,
transferring, pledging, encumbering, hypothecating, giving, and any
form of conveying whether voluntary or not;
e. To the extent that any federal, and/or state securities laws shall
require, the Subscriber hereby agrees that any stock acquired pursuant
to this Agreement shall be without preference as to assets;
f. The Company is under no obligation to register or seek an exemption
under any federal securities act, state securities act, or any foreign
securities act for any stock of the Company or to cause or permit such
stock to be transferred in the absence of any such registration or
exemption;
g. The Subscriber has had the opportunity to ask questions of the Company
and has received additional information from the Company to the extent
that the Company possessed such information, necessary to evaluate the
merits and risks of any investment in the Company. Further, the
Subscriber has been given: (1) All material books, records and
financial statements of the Company; (2) all material contracts and
documents relating to the proposed transaction; and (3) an opportunity
to question the appropriate executive officers of the Company;
h. The Subscriber has satisfied the suitability standards imposed by his
or her applicable state laws and has a preexisting personal and
business relationship with the Company;
i. The Subscriber has adequate means of providing for his current needs
and personal contingencies and has no need to sell the shares in the
foreseeable future (that is at the time of the investment, Subscriber
can afford to hold the investment for and indefinite period of time);
j. The Subscriber has sufficient knowledge and experience in financial
matters to evaluate the merits and risks of this investment and
further, the Subscriber is capable of reading and interpreting
financial statements;
3. LIMITED POWER OF ATTORNEY: The undersigned Subscriber hereby constitutes
and appoints and grants to a Director of the Issuer, a limited power of
attorney for the limited purpose of causing proper reporting and disclosure
in connection with this subscription, and in that connection, to sign for
him and act in his name, place and xxxxx, in any and all capacities to
execute any and all documents to be filed with the US Securities and
Exchange Commission and any governmental agency, federal, state or
otherwise in connection with any securities filings, including, but not
limited to: amendments, exhibits, agreements, concerning shareholders
granting said limited attorney-in-fact and agent, full power and authority
to do and perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully and to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that
each said limited attorney-in-fact and agent of his substitutes, may
lawfully do or cause to be done by virtue thereof.
4. STATUS OF PURCHASER:
[ ] I am not a member of, or an associate or affiliate of a member of the
National Association of Securities Dealers.
[ ] I am a member of, or an associate or affiliate of a member of the
National Association of Securities Dealers. Attached is a copy of an
agreement signed by the principal of the firm with which I am affiliated
agreeing to my participation in this investment.
5. MISCELLANEOUS: This Subscription Agreement shall be binding upon the
parties hereto, their heirs, executors, successors, and legal
representatives. The law of the State of Nevada shall govern the rights of
the parties to this Agreement. This Agreement is not assignable without the
prior written consent of the Company, any attempt to assign the rights,
duties, or obligations which arise under this Agreement without the
Company's prior express written consent shall be void.
The undersigned Subscriber hereby declares and affirms that he or she has
read the within and foregoing Subscription Agreement, is familiar with the
contents thereof and agrees to abide by their terms and conditions therein set
forth, and knows the statements therein to be true and correct.
I hereby consent to the use of my name in any prospectus or registration
statement which may be filed in connection with any public offering of the
Company's securities.
SIGNATURE PAGE FOLLOWS IMMEDIATELY
IN WITNESS WHEREOF, the parties have executed and dated this SUBSCRIPTION
AGREEMENT as follows:
Dated this ___ day of __________, 200__.
SUBSCRIBER
SHARES:
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Signature
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Printed Name of Purchaser
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Address
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Address
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I.D. Number
Form of Payment: Check
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Other
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ACCEPTED BY:
Treasure Explorations Inc.
By:
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