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NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT
SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"),
OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE
MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE
WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY
IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
FOR COMMON STOCK AND OIL AND GAS NET REVENUE INTERESTS
(U.S. Subscribers)
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TO:
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PANTERA PETROLEUM INC. (the "Company")
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111 Congress Avenue, Suite 400
Austin, Texas, USA
78701
1.1 The undersigned (the
"Subscriber") hereby irrevocably subscribes for and agrees to
purchase ___________ units (the "Units") at a price of $0.20 per
Unit (such subscription and agreement to purchase being the
"Subscription"), for an aggregate purchase price of
$________________________ (the "Subscription Proceeds"), which is
tendered herewith, on the basis of the representations and
warranties and subject to the terms and conditions set forth
herein.
1.2 Each Unit will consist of one common share
in the capital of the Company (each, a "Share") and certain oil and
gas net revenue interests (the "Net Revenue Interests") in Section
80 of the Gomez Field – Baker Ranch Prospect Block OW.
Certificates representing the Net Revenue Interests will be in the
form attached hereto as Exhibit A. The Shares and Net Revenue
Interests are referred to herein as the "Securities".
1.3 The Company hereby irrevocably agrees
to sell, on the basis of the representations and warranties and
subject to the terms and conditions set forth herein, to the
Subscriber the Units. Subject to the terms hereof, the Subscription
will be effective upon its acceptance by the Company.
1.4 Unless otherwise provided, all dollar
amounts referred to in this Subscription Agreement are in lawful
money of the United States of America.
2.1 The Subscription
Proceeds must accompany this Subscription and shall be wired
directly to the Company in accordance with the wire instructions to
be provided by the Company to the Subscriber.
2.2 The Subscriber acknowledges and
agrees that this Subscription Agreement, the Subscription Proceeds
and any other documents delivered in connection herewith may be
held by the Company's lawyers on behalf of the Company. In the
event that this Subscription Agreement is not accepted by the
Company for whatever reason at its sole discretion within 30 days
of the delivery of an executed Subscription Agreement by the
Subscriber, this Subscription Agreement, the Subscription Proceeds
and any other documents
delivered in connection herewith will be returned to the
Subscriber at the address of the Subscriber as set forth in this
Subscription Agreement.
2.3 Where the Subscription Proceeds are
paid to the Company, the Company is entitled to treat such
Subscription Proceeds as an interest free loan to the Company until
such time as the Subscription is accepted and the certificates
representing the Shares and the Net Revenue Interests have been
issued to the Subscriber.
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3.
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DOCUMENTS REQUIRED FROM
SUBSCRIBER
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3.1 The Subscriber must
complete, sign and return to the Company:
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(a)
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two (2) executed copies of this Subscription
Agreement; and
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(b)
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an accredited investor questionnaire in the form
attached as Exhibit B (the "Questionnaire").
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3.2 The
Subscriber shall complete, sign and return to the Company as soon
as possible, on request by the Company, any documents,
questionnaires, notices and undertakings as may be required by
regulatory authorities, the OTC Bulletin Board, stock exchanges and
applicable law.
4.1 Closing of the offering of
the Units (the "Closing") shall occur on or before July 31, 2008,
or on such other date as may be determined by the Company (the
"Closing Date"). The Company may, at its discretion, elect to close
the Offering in one or more closings, in which event the Company
may agree with one or more subscribers (including the Subscriber
hereunder) to complete delivery of the Shares and Net Revenue
Interests to such subscriber(s) against payment therefor at any
time on or prior to the Closing Date.
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5.
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ACKNOWLEDGEMENTS OF
SUBSCRIBER
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5.1 The Subscriber
acknowledges and agrees that:
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(a)
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none of the Shares have been registered under the
1933 Act, or under any state securities or "blue sky" laws of any
state of the United States, and, unless so registered, may not be
offered or sold in the United States or, directly or indirectly, to
U.S. Persons (as defined herein), except in accordance with the
provisions of Regulation S, pursuant to an effective registration
statement under the 1933 Act, or pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the 1933 Act and in each case only in accordance with applicable
state and provincial securities laws;
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(b)
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except as provided herein, the Company has not
undertaken, and will have no obligation, to register any of the
Shares under the 1933 Act or any other securities
legislation;
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(c)
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the Subscriber has received and carefully read
this Subscription Agreement;
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(d)
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by completing the Questionnaire, the Subscriber
is representing and warranting that the Subscriber is an
"Accredited Investor", as the term is defined in Regulation D of
the 199 Act;
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(e)
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the decision to execute this Subscription
Agreement and purchase the Shares agreed to be purchased hereunder
has not been based upon any oral or written representation as to
fact or otherwise made by or on behalf of the Company and such
decision is based entirely upon a review of any public information
which has been filed by the Company with the
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Securities and Exchange Commission (the "SEC") in compliance, or
intended compliance, with applicable securities legislation
(collectively, the "Public Record");
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(f)
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there are risks associated with an investment in
the Shares, as more fully described in certain information forming
part of the Public Record;
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(g)
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the Subscriber and the Subscriber's advisor(s)
have had a reasonable opportunity to ask questions of and receive
answers from the Company in connection with the sale of the Shares
hereunder, and to obtain additional information, to the extent
possessed or obtainable by the Company without unreasonable effort
or expense;
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(h)
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the books and records of the Company were
available upon reasonable notice for inspection, subject to certain
confidentiality restrictions, by the Subscriber during reasonable
business hours at its principal place of business and that all
documents, records and books in connection with the sale of the
Shares hereunder have been made available for inspection by the
Subscriber, the Subscriber's attorney and/or advisor(s);
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(i)
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all of the information which the Subscriber has
provided to the Company is correct and complete as of the date the
Subscription Agreement is signed, and if there should be any change
in such information prior to this Subscription Agreement being
executed by the Company, the Subscriber will immediately provide
the Company with such information;
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(j)
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the Company is entitled to rely on the
representations and warranties and the statements and answers of
the Subscriber contained in this Subscription Agreement and the
Questionnaire, and the Subscriber will hold harmless the Company
from any loss or damage it or they may suffer as a result of the
Subscriber's failure to correctly complete this Subscription
Agreement and the Questionnaire;
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(k)
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the Subscriber will indemnify and hold harmless
the Company and, where applicable, its respective directors,
officers, employees, agents, advisors and shareholders from and
against any and all loss, liability, claim, damage and expense
whatsoever (including, but not limited to, any and all fees, costs
and expenses whatsoever reasonably incurred in investigating,
preparing or defending against any claim, lawsuit, administrative
proceeding or investigation whether commenced or threatened)
arising out of or based upon any representation or warranty of the
Subscriber contained herein and the Questionnaire or in any
document furnished by the Subscriber to the Company in connection
herewith being untrue in any material respect or any breach or
failure by the Subscriber to comply with any covenant or agreement
made by the Subscriber to the Company in connection
therewith;
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(l)
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the issuance and sale of the Shares to the
Subscriber will not be completed if it would be unlawful or if, in
the discretion of the Company acting reasonably, it is not in the
best interests of the Company;
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(m)
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the Subscriber has been advised to consult the
Subscriber's own legal, tax and other advisors with respect to the
merits and risks of an investment in the Shares and with respect to
applicable resale restrictions, and it is solely responsible (and
the Company is not in any way responsible) for compliance
with:
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(i)
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any applicable laws of the jurisdiction in which
the Subscriber is resident in connection with the distribution of
the Shares hereunder, and
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(ii)
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applicable resale restrictions;
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(n)
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none of the Shares are listed on any stock
exchange or automated dealer quotation system and no representation
has been made to the Subscriber that any of the Shares will become
listed on any stock exchange or automated dealer quotation system,
except that currently certain market makers make market in the
common shares of the Company on the OTC Bulletin Board;
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(o)
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the Company has advised the Subscriber that the
Company is relying on an exemption from the requirements to provide
the Subscriber with a prospectus to sell the Shares and, as a
consequence of acquiring the Shares pursuant to such exemption
certain protections, rights and remedies provided by applicable
provincial securities legislation including statutory rights of
rescission or damages, will not be available to the
Subscriber;
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(p)
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no documents in connection with this offering
have been reviewed by the SEC or any state securities
administrators;
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(q)
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neither the SEC nor any other securities
commission or similar regulatory authority has reviewed or passed
on the merits of the Shares or has reviewed any documents in
connection with the sale of the Shares hereunder;
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(r)
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the Company will refuse to register the transfer
of the Shares not made in accordance with the provisions of
Regulation S, pursuant to an effective registration statement under
the 1933 Act or pursuant to an available exemption from the
registration requirements of the 1933 Act and in each case in
accordance with applicable state securities laws;
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(s)
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there is no government or other insurance
covering any of the Shares; and
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(t)
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this Subscription Agreement is not enforceable by
the Subscriber unless it has been accepted by the Company, and the
Subscriber acknowledges and agrees that the Company reserves the
right to reject any Subscription for any reason
whatsoever.
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6.
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REPRESENTATIONS, WARRANTIES AND COVENANTS
OF THE SUBSCRIBER
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6.1 The
Subscriber hereby represents and warrants to and covenants with the
Company (which representations, warranties and covenants shall
survive the Closing) that:
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(a)
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the Subscriber (i) has adequate net worth and
means of providing for its current financial needs and possible
personal contingencies, (ii) has no need for liquidity in this
investment, and (iii) is able to bear the economic risks of an
investment in the Shares for an indefinite period of time, and can
afford the complete loss of such investment;
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(b)
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all information contained in the Questionnaire is
complete and accurate and may be relied upon by the Company, and
the Subscriber will notify the Company immediately of any material
change in any such information occurring prior to the closing of
the purchase of the Shares;
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(c)
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the Subscriber is purchasing the Shares for its
own account for investment purposes only and not for the account of
any other person and not for distribution, assignment or resale to
others, and no other person has a direct or indirect beneficial
interest is such Shares, and the Subscriber has not subdivided his
interest in the Shares with any other person;
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(d)
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the Subscriber (i) is able to fend for itself in
the Subscription; (ii) has such knowledge and experience in
business matters as to be capable of evaluating the merits and
risks of its prospective investment in the Shares; and (iii) has
the ability to bear the economic risks of its prospective
investment and can afford the complete loss of such
investment;
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(e)
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the Subscriber is aware that an investment in the
Company is speculative and involves certain risks, including the
possible loss of the investment;
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(f)
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the Subscriber has received and carefully read
this Subscription Agreement;
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(g)
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the Subscriber has made an independent
examination and investigation of an investment in the Shares and
the Company and has depended on the advice of its legal and
financial advisors and agrees that the Company will not be
responsible in anyway whatsoever for the Subscriber's decision to
invest in the Shares and the Company;
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(h)
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the Subscriber has the requisite knowledge and
experience in financial and business matters as to be capable of
evaluating the merits and risks of the investment in the Shares and
the Company and the Subscriber is providing evidence of such
knowledge and experience in these matters through the information
requested in the Questionnaire;
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(i)
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the Subscriber understands and agrees that the
Company and others will rely upon the truth and accuracy of the
acknowledgements, representations and agreements contained in this
Subscription Agreement and the Questionnaire, and agrees that if
any of such acknowledgements, representations and agreements are no
longer accurate or have been breached, it shall promptly notify the
Company;
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(j)
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the Subscriber has the legal capacity and
competence to enter into and execute this Subscription Agreement
and to take all actions required pursuant hereto and, if the
Subscriber is a corporation, it is duly incorporated and validly
subsisting under the laws of its jurisdiction of incorporation and
all necessary approvals by its directors, shareholders and others
have been obtained to authorize execution and performance of this
Subscription Agreement on behalf of the Subscriber;
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(k)
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the entering into of this Subscription Agreement
and the transactions contemplated hereby do not result in the
violation of any of the terms and provisions of any law applicable
to, or, if applicable, the constating documents of, the Subscriber
or of any agreement, written or oral, to which the Subscriber may
be a party or by which the Subscriber is or may be
bound;
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(l)
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the Subscriber has duly executed and delivered
this Subscription Agreement and it constitutes a valid and binding
agreement of the Subscriber enforceable against the
Subscriber;
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(m)
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the Subscriber is not an underwriter of, or
dealer in, the common shares of the Company, nor is the Subscriber
participating, pursuant to a contractua
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