VORTEX RESOURCES
CORP.
Subscription Agreement
VORTEX
RESOURCES CORP.
9107 Wilshire
Blvd. Suite 450
Beverly Hills,
CA 90210
Gentlemen:
You have
informed the undersigned (the “Purchaser”) that VORTEX
RESOURCES CORP., a Delaware corporation, (the
“Company”) wishes to raise a minimum of Seventy Five
Thousand Dollars ($75,000) from various persons by selling up to
5,000,000 shares of the Company’s Common Stock, $0.001 par
value (the “Shares”), at a price of Fifteen Cents
($0.15) per Share.
I have
received, read, and understand the Limited Offering Memorandum
dated January 23, 2009 (the “Memorandum”). I
further understand that my rights and responsibilities as a
Purchaser will be governed by the terms and conditions of this
Subscription Agreement, the Memorandum and the Shares (the
“Share Documents”). I understand that you
will rely on the following information to confirm that I am an
“Accredited Investor”, as defined in Regulation D
promulgated under the Securities Act of 1933, as amended (the
“Securities Act”), or one of 35 Non-Accredited
Investors that will be allowed to purchase Shares in this Offering
(subject to Company approval), and that I am qualified to be a
Purchaser.
This
Subscription Agreement is one of a number of such subscriptions for
Shares. By signing this Subscription Agreement, I offer
to purchase and subscribe from the Company the number of Shares set
forth below on the terms specified herein. The Company
reserves the right, in its complete discretion, to reject any
subscription offer or to reduce the number of Shares allotted to
me. If this offer is accepted, the Company will execute
a copy of this Subscription Agreement and return it to me. I
understand that commencing on the date of this Memorandum all funds
received by the Company in full payment of subscriptions for Shares
will be deposited in an escrow account. The Company has set a
minimum offering proceeds figure of $75,000 for this
Offering. All proceeds from the sale of Shares will be
delivered directly to the Company and be available for its
use.
1.
Accredited Investor . I am an Accredited Investor
because I qualify within one of the following
categories:
Please Check
The Appropriate Category
_____ $1,000,000 Net
Worth.
A natural
person whose individual net worth, or joint net worth with that
person’s spouse, at the time of his purchase exceeds
$1,000,000.
______________
Purchaser’s
Initials
_____ $200,000/$300,000
Income.
A natural
person who had an individual income in excess of $200,000
(including contributions to qualified employee benefit plans) or
joint income with such person’s spouse in excess of $300,000
per year in each of the two most recent years and who reasonably
expects to attain the same individual or joint levels of income
(including such contributions) in the current year.
_____ Director or Officer of
Issuer.
Any director or
executive officer of the Company
_____ All Equity Owners In Entity Are
Accredited.
An entity,
(i.e. corporation, partnership, trust, IRA, etc.) in which all of
the equity owners are Accredited Investors as defined
herein.
_____ Corporation.
A corporation
not formed for the specific purpose of acquiring the Shares
offered, with total assets in excess of $5,000,000.
_____ Other Accredited
Investor.
Any natural
person or entity which qualifies as an Accredited Investor pursuant
to Rule 501(a) of Regulation D promulgated under the
Act; specify basis for qualification:
______One of
35 Non-Accredited Investors that may be allowed to
invest in the offering
2.
Representations and Warranties . I represent and
warrant to the Company that:
(a) I (i) have
adequate means of providing for my current needs and possible
contingencies and I have no need for liquidity of my investment in
the Shares, (ii) can bear the economic risk of losing
the entire amount of my investment in Shares, and (iii)
have such knowledge and experience that I am capable of evaluating
the relative risks and merits of this investment; (iv) the purchase
of Shares is consistent, in both nature and amount, with my overall
investment program and financial condition.
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(a) The address
set forth below is my true and correct residence, and I have no
intention of becoming a resident of any other state or
jurisdiction.
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(b) I have not
utilized the services of a “Purchaser Representative”
(as defined in Regulation D promulgated under the Securities Act)
because I am a sophisticated, experienced investor, capable of
determining and understanding the risks and merits of this
investment.
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______________
Purchaser’s
Initials
(d) I have received and read, and am familiar
with the Share Documents, including the Memorandum and the forms of
certificate for Shares. All documents, records and books
pertaining to the Company and the Shares requested by me, including
all pertinent records of the Company, financial and otherwise, have
been made available or delivered to me.
(e) I have had the opportunity to ask questions
of and receive answers from the Company’s officers and
representatives concerning the Company’s affairs generally
and the terms and conditions of my proposed investment in the
Shares.
(f) I
understand the risks implicit in the business of the
Company. Among other things, I understand that there can
be no assurance that the Company will be successful in obtaining
the funds necessary for its success. If only a fraction
of the maximum amount of the Offering is raised, the Company may
not be able to expand as rapidly as anticipated, and proceeds from
this Offering may not be sufficient for the Company’s long
term needs.
(g) Other than
as set forth in the Memorandum, no person or entity has
ma
