SUBSCRIPTION AGREEMENT
Dear
Biogold Fuels Corporation:
1.
_____________________
hereby
subscribes for ____________________
Shares
of Common Stock (the “Shares”) of Biogold Fuels Corporation (the “Company”) at a
purchase price of $0.50 per Share for a total purchase price of $ ______
(the
“Subscription Purchase Price”). The Subscription Purchase Price is deemed paid
in cash at time of issuance of the Shares.
2.
I
understand that the Company reserves the right to reject, in whole or in part,
any offer to subscribe, for any reason whatsoever, and that no subscription
may
be withdrawn once made.
3.
I
understand that once accepted by the Company, the proceeds will be used by
the
Company for general working capital, overhead and operating purposes. I further
understand that no assurance can be given as to the Company’s ability to access
capital as and when required.
4.
I
represent that: (a) my commitment to all investments is reasonable in relation
to my net worth; (b) I have the requisite knowledge or have relied upon the
advice of my own counsel, accountants or others, each of whom qualifies as
an
Investor Representative with regard to all of the considerations involved in
making this subscription; (c) I will be acquiring the Shares of the Company
for
investment and not with a view for resale or distribution of the Shares; (d)
I
am aware that the right to transfer the Shares is restricted in accordance
with
state and federal securities laws; (e) I have the financial ability to bear
the
economic risk of the investment in the Company (including the complete loss
of
the entire investment), adequate means of providing for my current and
anticipated needs and personal contingencies, and no need for liquidity with
respect to my investment in the Company; (f) my overall commitment to
investments which are not readily marketable is not disproportionate to my
net
worth and my investment in Shares of the Company will not cause such overall
commitment to become excessive; (g) I am an “accredited investor” as defined in
Regulation D promulgated under the Securities Act; (h) I acknowledge that the
Company will require additional capital and financing and that it does not
currently have a binding commitment for the required capital or financing;
(i)
the per-share purchase price of the shares of Shares was arbitrarily established
by the Company without the benefit of independent appraisal and I may experience
substantial dilution to my investment; (j) I understand that the Company may
offer instruments to strategic investors which may be granted preferences and
rights senior and superior to the shares of Shares; (k) I acknowledge that
the
Company’s shares of Common Stock are not trading over any recognized exchange or
at all, and accordingly, the Shares being purchased hereunder are considered
by
me to be non-tradeable and illiquid and no assurance can be given as to when,
if
at all, its Shares will be traded; (l) additional capital will be required
by
the Company to implement its business objectives. The Company may be unable
to
raise such required capital on favorable or timely terms or at all; (m) if
the
Company can raise additional capital it will result in the sale of additional
common or preferred stock of the Company, and will result in dilution to the
interests of the subscriber hereunder.
5.
I have
relied upon my own independent investigation in connection with this
subscription. I have had access to all the following information:
(a)
All
books and financial records of the Company and its subsidiary;
(b)
All
material contracts and documents relating to the Company and its subsidiary;
(c)
All
financial statements of the Company and its subsidiaries; and
(d)
An
opportunity to question each of the officers, directors, consultants and others
affiliated with the Company and its subsidiaries.
6.
I do
not require a prospectus or full disclosure offering or private placement
memorandum concerning the Company or its subsidiaries and I am relying upon
my
right of access to information and documents and right to ask questions in
connection with the subscription hereunder.
7.
By
reason of my prior business and financial experience, I have the capacity to
protect my own interest in connection with this subscription. The information
set forth in this Subscription Agreement is accurate and complete in all
respects. Furthermore, I am purchasing the Shares described in this Subscription
Agreement with a view not to resale or otherwise distribute same, except in
accordance with federal and state securities laws. I expressly represent that
I
am an “accredited investor” as defined by the rules and regulations under the
Securities Act of 1933 and am a sophisticated and suitable investor for a
development and early stage company, which is subject to a high degree of risk.
8.
In the
event that this subscription is accepted, in whole or in part, I request that
the Certificates be registered in the name(s) printed below. Delivery will
be
made to the address printed below:
|
Subscriber
Name:
As
it should appear on certificate
|
|
|
Subscriber
Address:
|
|
ACCEPTANCE
OF SUBSCRIPTION
|
Subscriber
Signature
|
|||||||
|
Biogold
Fuels Corporation
|
.
|
|||||||
|
Printed
Name:
|
||||||||
|
By:
|
|
|
|
Title:
|
|
|||
|
|
Dated
|
|
|
Dated
|
|
|
||
