REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 21st, 2011 • Top Gear Inc • Services-business services, nec • Texas
We are registering the shares of common stock previously issued and the shares of common stock issuable upon exercise of the warrants to permit the resale of these shares of common stock by the holders of the common stock and warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock.
SUBSCRIPTION AGREEMENTSubscription Agreement • December 21st, 2011 • Top Gear Inc • Services-business services, nec • Texas
This SUBSCRIPTION AGREEMENT (“Agreement”), dated as of December 15, 2011, is made by and among TOP GEAR INC., a corporation organized under the laws of Delaware (the “Company”) and each of the Persons listed on Schedule I hereto (collectively, the “Investors,” and individually an “Investor”). Each of the Company and Investors are referred to herein individually as a “Party” and collectively as the “Parties.”
