SUBSCRIPTION AGREEMENTSubscription Agreement • December 23rd, 2011 • GSP-2, Inc. • Blank checks • Nevada
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of December __, 2011 by and among GSP-2, Inc., a Nevada corporation (the “Company”), Ally Joy Investments Limited (the “Controlling Stockholder”), and the subscribers identified on the signature pages hereto (each a “Subscriber” and collectively, the “Subscribers”).
GSP-2, INC. WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • December 23rd, 2011 • GSP-2, Inc. • Blank checks • Nevada
GSP-2, Inc., a Nevada corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, _________ , the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), fully paid nonassessable shares of Common Stock (as defined below) (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 17 hereof.
