THE SECURITIES OFFERED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND ARE
PROPOSED TO BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S
PROMULGATED UNDER THE ACT. UPON ANY SALE, SUCH
SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE
TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE
ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION
UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
ACT.
SUBSCRIPTION AGREEMENT
CALIBERT EXPLORATIONS, LTD.
SUBSCRIPTION AGREEMENT made as of this _____ day of
______________, 200___ between CALIBERT EXPLORATIONS, LTD..
, a Delaware corporation with its registered office at
50 WEST LIBERTY STREET SUITE 880 RENO NEVADA, 89105 19801 (the "Company") and the undersigned (the
"Subscriber").
WHEREAS:
A.
The Company desires to issue a maximum of
3,000,000 shares of common stock of the Company at a price of
$0.03 US per share (the "Offering") pursuant to Regulation S of
the United States Securities Act of 1933 (the
“Act”).
B.
The Subscriber desires to acquire the number of
shares of the Offering set forth on the signature page hereof
(the "Shares") on the terms and subject to the conditions of
this Subscription Agreement.
NOW, THEREFORE, for and in consideration of
the premises and the mutual covenants hereinafter set forth, the
parties hereto do hereby agree as follows:
1. SUBSCRIPTION FOR SHARES
1.1 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 $0.03 US per
Share. Upon execution, the subscription by the Subscriber
will be irrevocable.
1.2 The purchase price is payable by the
Subscriber contemporaneously with the execution and delivery of
this Subscription Agreement.
1.3 Upon execution by the Company, the Company
agrees to sell such Shares to the Subscriber for said purchase
price subject to the Company's right to sell to the Subscriber such
lesser number of Shares as it may, in its sole discretion, deem
necessary or desirable.
1.4 Any acceptance by the Company of the Subscriber
is conditional upon compliance with all securities laws and other
applicable laws of the jurisdiction in which the Subscriber is
resident. Each Subscriber will deliver to the Company all
other documentation, agreements, representations and requisite
government forms required by the lawyers for the Company as
required to comply with all securities laws and other applicable
laws of the jurisdiction of the Subscriber. The Company will
not grant any registration or other qualification rights to any
Subscriber
2. REGULATION S AGREEMENTS OF THE
SUBSCRIBER
2.1 The Subscriber agrees to resell the Shares only
in accordance with the provisions of Regulation S of the Act
pursuant to registration under the Act, or pursuant to an available
exemption from registration pursuant to the Act.
2.2 The Subscriber agrees not to engage in hedging
transactions with regard to the Shares unless in compliance with
the Act.
2.3 The Subscriber acknowledges and agrees that all
certificates representing the Shares will be endorsed with the
following legend in accordance with Regulation S of the Act:
“ THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED
BY REGULATION S PROMULGATED UNDER THE ACT. SUCH
SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE
TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE
ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION
UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
ACT ”
2.4 The Subscriber and the Company agree that the
Company will refuse to register any transfer of the Shares not made
in accordance with the provisions of Regulation S of the Act,
pursuant to registration under the Act, or pursuant to an available
exemption from registration.
3. REPRESENTATIONS AND WARRANTIES BY
SUBSCRIBER
3.1 The Subscriber represents and warrants to the
Company and acknowledges that the Company is relying upon the
Subscriber’s representations and warranties in agreeing to
sell the Shares to the Subscriber that:
(A)
The Subscriber is not a “U.S.
Person” as defined by Regulation S of the Act and is not
acquiring the Shares for the account or benefit of a U.S.
Person.
A “U.S. Person” is defined
by Regulation S of the Act to be any person who is:
any natural person resident in the United
States;
any partnership or corporation organized or
incorporated under the laws of the United
States;
any estate of which any executor or
administrator is a U.S. person;
any trust of wh
