EXHIBIT 4.4
SUBSCRIPTION
AGREEMENT
Patriot Motorcycles
Corporation
Patriot Motorcycles Corporation a Nevada
corporation with its principal office at 930 Calle Negocio, San
Clemente, CA 92673 (hereinafter the “Company”) and the
undersigned (hereinafter the “Subscriber”) agree as
follows:
WHEREAS:
A. The Company desires to issue a maximum of
550,000 shares of Common Stock of the Company at a price of $3.00
per share (hereinafter the “Shares”); and
B. Subscriber desires to acquire the number of
Shares set forth on the signature page hereof.
NOW, THEREFORE, for and in consideration of the
premises and the mutual covenants hereinafter set-forth, the
parties hereto do hereby agree as follows:
SUBSCRIPTION FOR
SHARES
1. l Subject to the terms and conditions
hereinafter set-forth, the Subscriber hereby subscribes for and
agrees to purchase from the Company such number of Shares as is
set-forth upon. the signature page hereof at a price equal to $3.00
per share, and the Company agrees to sell well Shares to Subscriber
for said purchase price. Upon execution, this subscription shall be
irrevocable by Subscriber. The Subscriber will also receive 15,000
options to purchase 15,000 shares of the Company’s common
stock exercisable for 24 months from the acceptance date of this
subscription agreement at the exercise price of $6.50 per share for
each $300,000 increment in subscriptions received from any single
subscriber.
1.2 Registration rights will be granted for the
Shares subscribed for herein and those common shares underlying any
options granted. Upon filing of it registration statement with the
United States Securities and Exchange Commission, the Company shall
cause the Shares subscriber for herein to be included and
registered under such registration statement.
1.3 The purchase price for the Shares subscribed
to hereunder is payable by the Subscriber contemporaneously with
the execution and delivery of this Subscription Agreement to
Patriot Motorcycles Corporation, a Nevada corporation with its
principal office at 25
