##### 



Exhibit 10.3
 SUBSCRIPTION AGREEMENT
 (For purchaser resident in Ontario)
 TO: GeoGlobal Resources Inc., a Delaware Corporation
 Purchase of Units of GeoGlobal Resources Inc.
 Purchaser Units Corporation
 Number of Units:(Name of Purchaser- please print)By:(Authorized Signature)
    
    
    
    Aggregate Subscription Price: U.S.$(Official Capacity or Title  please print)

(Please print name of individual whose
signature appears above if different than the
name of the purchaser printed above.)
    
    
    
    If the Purchaser is signing as
agent for a principal and the Purchaser
is not a trust company or a portfolio
manager, in either case, purchasing as
trustee or agent for accounts fully
managed by it, complete the following:(Purchasers Address)
    
    
    
    (Name of Principal)(Principals Address)(Social Insurance Number)(Number and Type of Securities of Corporation
held prior to purchasing any Units)
    
    
    
    (Principals Social Insurance Number)(Number and Type of Securities of
Corporation held by Principal prior to
purchasing any Units)(Telephone Number)(Fax Number)
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Register the Purchased Securities as set
forth below:
    
    
    
    Deliver the Purchased Securities as set
forth below:(Name)
    
    
    
    (Name)(Account reference, if applicable)
    
    
    
    (Account reference, if applicable)(Subscribers Address)
    
    
    
    (Contact Name)(Address)(Telephone Number)
 Common Share Warrant Right Rights Unit Registration Statement Liquidity Event SEC Liquidity Event Deadline
  Warrant Share Warrant Expiry Date AMEX
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(Term Sheet Purchased Securities
 All dollar amounts referred to in this agreement are in U.S. dollars unless otherwise specified.
 ACCEPTANCE  August
 GeoGlobal Resources Inc.Per:
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SCHEDULE A
 TERMS AND CONDITIONS OF
SUBSCRIPTION FOR UNITS
OF GEOGLOBAL RESOURCES INC.
 Acknowledgements re: Hold Periods and Resale Restrictions
  (a)
    
    the Common Shares and Warrants comprising the Units and the Warrant Shares are
subject to statutory hold periods and resale restrictions under applicable Canadian
provincial law and the Federal and state securities laws of the United States;(b)
    
    the Common Shares and Warrants comprising Units acquired by purchasers in
Alberta, British Columbia and Ontario and the underlying Warrant Shares, will be
subject to a hold period in such provinces of four months and one day;(c)
    
    Purchaser, and (if applicable) others on whose behalf Purchaser is contracting
hereunder, have been advised to consult their own legal advisers in connection with any
applicable statutory hold periods and resale restrictions relating to the Purchased
Securities and no representation has been made respecting applicable statutory hold
periods or resale restrictions under Canadian and U.S. securities laws relating to such
securities;(d)
    
    upon the issuance of the Common Shares and Warrants comprising the Units and
the Warrant Shares, the certificates representing such securities (and any replacement
certificates issued prior to the expiration of the applicable hold periods) will bear
such legends as are required under applicable statutory requirements under Canadian and
U.S. securities laws until the expiration of the applicable hold period or such other
time as such legends may be removed or the securities lawfully transferred; and(e)
    
    the Purchaser, and (if applicable) others on whose behalf the Purchaser is
contracting hereunder, are solely responsible (and the Corporation is not in any way
responsible) for compliance with applicable hold periods and resale restrictions,
including without limitation the filing of any documentation and, if applicable, the
payment of any fees with any applicable securities regulatory authority, and that the
Purchaser, and (if applicable) others on whose behalf the Purchaser is contracting
hereunder, are aware that Purchaser, and (if applicable) such others, may not be able
to resell the Common Shares and Warrants comprising the Units and the Warrant Shares
except in accordance with limited exceptions under applicable Canadian and U.S.
securities legislation and regulatory policy and Purchaser and, if applicable, others
on whose behalf Purchaser is contracting hereunder, will not sell, resell or otherwise
transfer the
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Common Shares and Warrants comprising the Units and the Warrant Shares, except in
compliance with applicable laws and the terms and conditions hereof.
 Delivery and Payment
 th
 (a)
    
    a certified cheque or bank draft payable to GeoGlobal Resources Inc.; or wire
transfer in U.S. funds to the Corporation representing the aggregate purchase price
payable by Purchaser for the Purchased Securities, unless other payment arrangements
acceptable to the Corporation has been made. For details concerning the payment
procedure, please see Schedule B;(b)
    
    one completed and duly signed copy of this subscription agreement together
with, (i) as applicable, the relevant accredited investor exemption or certification
completed and duly signed in the form of Schedule D; and (ii) Schedule E hereto (by
completing the relevant certificate and initialling the category that applies to
Purchaser (or others on whose behalf the Purchaser is contracting hereunder));(c)
    
    such other documents as may be required pursuant to the terms of this
subscription agreement; and(d)
    
    all other documentation as may be required by applicable securities
legislation.
 Closing
 Closing at Time of Closing Closing
Date
  Acceptance of Subscription
  A-2




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(a)
    
    Purchaser acknowledges and agrees, on Purchasers own behalf and (if applicable) on behalf of
others for whom Purchaser is contracting hereunder, that the sale of the Purchased Securities
to Purchaser, or (if applicable) to such others, is conditional upon, among other things:
 (i)
    
    such sale being exempt from the Canadian prospectus filing requirements and the
requirements for the delivery of an offering memorandum (as defined in any applicable
Canadian securities legislation) of all applicable securities legislation relating to
such sale or upon the issuance of such rulings, orders, consents or approvals as may be
required to permit such sale without the requirement of filing a prospectus or
delivering an offering memorandum; and(ii)
    
    the Corporation obtaining any necessary regulatory approvals;
 (b)
    
    Purchaser also acknowledges and agrees, on Purchasers behalf and (if applicable) on behalf
of others for whom Purchaser is contracting hereunder, that
 (i)
    
    Purchaser, and (if applicable) such others, have not received, requested or
been provided with, nor have any need to receive, a prospectus, offering memorandum (as
defined in any applicable Canadian securities legislation) or similar disclosure
document relating to the Offering and/or the business and affairs of the Corporation
and that the decision to enter into this subscription agreement and purchase the
Purchased Securities has not been based upon any verbal or written representation as to
fact or otherwise made by or on behalf of the Corporation or any officer, director,
employee or agent of the Corporation and that such decision is based entirely upon the
Term Sheet attached to this subscription agreement, information set out in this
subscription agreement and currently available public information concerning the
Corporation (meaning information which has been publicly filed at www.sedar.com or the
SECs EDGAR site at www.sec.gov by the Corporation under applicable Canadian
and U.S. securities laws, hereinafter referred to as the Public Record);(ii)
    
    there has not been any advertisement of the Purchased Securities in printed
public media, radio, television or telecommunications, including electronic display
such as the Internet or any seminar or meeting whose attendees have been invited by
general solicitation or general advertising;(iii)
    
    no agency, governmental authority, regulatory body, stock exchange or other
entity has made any finding or determination as to the merit for investment
of, nor have any such agency or governmental authority, regulatory body, stock exchange
or other entity made any recommendation or endorsement with respect to the Purchased
Securities;
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(iv)
    
    no prospectus has been filed by the Corporation with a Canadian securities
commission in Canada or other securities regulatory authority in any province of Canada
or any other Canadian jurisdiction in connection with the issuance of the Purchased
Securities and such issuances are exempt from the prospectus requirements otherwise
applicable under the provisions of Canadian securities laws and, as a result, in
connection with our purchase of the Purchased Securities hereunder:
 (A)
    
    Purchaser, and (if applicable) others for whom Purchaser is
contracting hereunder, is restricted from using most of the civil remedies
available under Canadian securities laws;(B)
    
    Purchaser, and (if applicable) others for whom Purchaser is
contracting hereunder, will not receive information that would otherwise be
required to be provided to Purchaser under applicable Canadian securities laws
or contained in a prospectus prepared in accordance with applicable Canadian
securities laws; and(C)
    
    the Corporation is relieved from certain obligations that would
otherwise apply under such applicable Canadian securities laws;
 (v)
    
    the Purchased Securities are being offered for sale only on a private
placement basis;(vi)
    
    in addition to compliance with the restrictions on resale under applicable
Canadian securities legislation to which the Purchased Securities may be subject,
Purchaser, and (if applicable) others for whom Purchaser is contracting hereunder, (if
a resident of Ontario at the time of such trade) is required to file with the Ontario
Securities Commission, within 10 days of the initial trade (other than a trade exempted
from the prospectus requirements) in any of the Purchased Securities, a report in Form
45-501F2.
  Securities Act of 1933 U.S. Securities Act
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6. Conditions to Closing
   7. Corporations Representations, Warranties and Covenants
  a)
    
    Incorporation and Organization: The Corporation has been incorporated and
organized and is a valid and subsisting corporation under the laws of its jurisdiction of
incorporation and has all requisite corporate power and authority to carry on its business
as now conducted or proposed to be conducted and to own or lease and operate its property
and assets and the Corporation has all requisite corporate power and authority to enter
into, execute and deliver this Subscription Agreement and to carry out the obligations
thereof hereunder.b)
    
    Issue Purchased Securities: All necessary corporate action has been taken to
authorize the issue and sale of, and the delivery of certificates representing, the
Purchased Securities and, upon payment of the requisite consideration therefore, the Common
Shares comprising part of the Units will be validly issued as fully paid and non-assessable
            shares, the Warrants comprising part of the Units will be validly issued and, upon the
exercise thereof, the Warrant Shares will be validly issued as fully paid and
non-assessable sharesc)
    
    Authority and Authorization: The Corporation has full corporate power and
authority to enter into this Subscription Agreement and to do all acts and things and
execute and deliver all documents as are required hereunder and thereunder to be done,
observed, performed or executed and delivered by it in accordance with the terms hereof and
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d)
    
    Extra-provincial Registration: The Corporation is licensed, registered or
qualified as an extra-provincial or foreign corporation in all jurisdictions where the
character of the property or assets thereof owned or leased or the nature of the activities
conducted by it make licensing, registration or qualification necessary and is carrying on
the business thereof in material compliance with all applicable laws, rules and regulations
of each such jurisdiction.e)
    
    Validity and Enforceability: This Subscription Agreement has been authorized,
executed and delivered by the Corporation and constitutes a valid and legally binding
obligation of the Corporation enforceable against the Corporation in accordance with its
terms.f)
    
    Consents, Approvals and Conflicts: Subject to the accuracy of the Subscribers
representations, warranties and covenants made herein, none of the offering and sale of the
Purchased Securities, the execution and delivery of this Subscription Agreement, the
compliance by the Corporation with the provisions of this Subscription Agreement or the
consummation of the transactions contemplated herein and therein including, without
limitation, the issue of the Purchased Securities to the Subscriber for the consideration
and upon the terms and conditions as set forth herein, do or will (i) require the consent,
approval, or authorization, order or agreement of, or registration or qualification with,
any governmental agency, body or authority, court, stock exchange, securities regulatory
authority or other Person, except (A) such as have been obtained, or (B) such as may be
required under applicable securities laws, instruments, rules and policies and the policies
of the Exchange and will be obtained by the Closing Date, or (ii) conflict with or result
in any breach or violation of any of the provisions of, or constitute a default under, any
indenture, mortgage, deed of trust, lease or other agreement or instrument to which the
Corporation is a party or by which it or any of the properties or assets thereof is bound,
or the articles or by-laws of the Corporation or any resolution passed by the directors (or
any committee thereof) or shareholders of the Corporation, or any statute or any judgment,
decree, order, rule, policy or regulation of any court, governmental authority, any
arbitrator, stock exchange or securities regulatory authority applicable to the Corporation
or any of the properties or assets thereof which could have a material adverse effect on
the condition (financial or otherwise), business, properties or results of operations of
the Corporation.g)
    
    Compliance with Laws, Licenses and Permits: The Corporation has conducted and
is conducting the business thereof in compliance in all material respects with all
applicable laws, rules, regulations, tariffs, orders and directives of each jurisdiction in
which it
 A-6




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h)
    
    No Cease Trade Order: No order preventing, ceasing or suspending trading in
any securities of the Corporation or prohibiting the issue and sale of securities by the
Corporation has been issued and no proceedings for either of such purposes have been
instituted or, to the best of the knowledge of the Corporation, are pending, contemplated
or threatened.i)
    
    No Litigation: There are no actions, suits, proceedings, inquiries or
investigations existing, pending or, to the knowledge of the Corporation after due inquiry,
threatened against or adversely affecting the Corporation or to which any of the property
or assets thereof is subject, at law or equity, or before or by any court, federal,
provincial, state, municipal or other governmental department, commission, board, bureau,
agency or instrumentality, domestic or foreign, which may in any way materially adversely
affect the condition (financial or otherwise), property, assets, operations or business of
the Corporation or the ability of the Corporation to perform the obligations thereof and
the Corporation is not subject to any judgement, order, writ, injunction, decree, award,
rule, policy or regulation of any Governmental Authority, which, either separately or in
the aggregate, may result in a material adverse effect on the condition (financial or
otherwise), property, assets, operations or business of the Corporation or the ability of
the Corporation to perform its obligations pursuant hereto.j)
    
    Public Disclosure: Each of the documents which contain any of the Public
Record is, as of the date thereof, in compliance in all material respects with applicable
securities laws, instruments and policies and did not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they were made,
not misleading and such documents collectively constitute full, true and plain disclosure
of all material facts relating to the Corporation and do not contain any untrue statement
of a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under which they
were made, not misleading, as of the date hereof. There is no fact known to the
Corporation which
 A-7




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k)
    
    Financial Statements: The audited consolidated financial statements of the
Corporation for the year ended December 31, 2004 together with the auditors report thereon
and the notes thereto, and the unaudited interim consolidated financial statements of the
Corporation for the period ended June 30, 2005 and the notes thereto, have been prepared in
accordance with United States generally accepted accounting principles applied on a basis
consistent with prior periods (except as disclosed in such consolidated financial
statements), are substantially correct in every particular and present fairly the financial
condition and position of the Corporation on a consolidated basis as at their respective
dates and such consolidated financial statements contain no direct or implied statement of
a material fact which is untrue on the date of such consolidated financial statements and
do not omit to state any material fact which is required by United States generally
accepted accounting principles or by applicable law to be stated or reflected therein or
which is necessary to make the statements contained therein not misleading.l)
    
    Taxes and Tax Returns: The Corporation has filed in a timely manner all
necessary tax returns and notices and has paid all applicable taxes of whatsoever nature
for all tax years prior to the date hereof to the extent that such taxes have become due or
have been alleged to be due and the Corporation is not aware of any tax deficiencies or
interest or penalties accrued or accruing, or alleged to be accrued or accruing, thereon
where, in any of the above cases, it might reasonably be expected to result in any material
adverse change in the condition (financial or otherwise), or in the earnings, business
affairs or business prospects of the Corporation and there are no agreements, waivers or
other arrangements providing for an extension of time with respect to the filing of any tax
return by it or the payment of any material tax, governmental charge, penalty, interest or
fine against it, there are no material actions, suits, proceedings, investigations or
claims now threatened or pending against the Corporation which could result in a material
liability in respect of taxes, charges or levies of any governmental authority, penalties,
interest, fines, assessments or reassessments or any matters under discussion with any
governmental authority relating to taxes, governmental charges, penalties, interest, fines,
assessments or reassessments asserted by any such authority and the Corporation has
withheld (where applicable) from each payment to each of the present and former officers,
directors and employees thereof the amount of all taxes and other amounts, including, but
not limited to, income tax and other deductions, required to be withheld therefrom, and has
paid the same or will pay the same when due to the proper tax or other receiving authority
within the time required under applicable tax legislation.m)
    
    Rights to Acquire Securities: No Person has any agreement, option, right or
privilege (whether pre-emptive, contractual or otherwise) capable of becoming an agreement
for the purchase, acquisition, subscription for or issue of any of the unissued shares or
other
 A-8




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n)
    
    No Pre-emptive Rights: The issue of the Purchased Securities will not be
subject to any pre-emptive right or other contractual right to purchase securities granted
by the Corporation or to which the Corporation is subject.o)
    
    Authorized Capital: The Corporation is authorized to issue, among other
things, 100 million Common Shares, of which, as of the date hereof, 58,297,855 Common
Shares are issued and outstanding as fully paid and non-assessable shares.p)
    
    Listing: The Common Shares are, and at the time of issue, the Purchased
Securities will be, listed on the Exchange. The Common Shares and the Warrants issuable
under this Subscription Agreement will be issued concurrently with the acceptance of this
Subscription Agreement and will have the attributes as outlined in this Subscription
Agreement; and the Warrant Shares have been reserved for issuance under the terms of the
Warrant.q)
    
    Environmental Compliance: The Corporation:
 i.
    
    (i)and the property, assets and operations
thereof comply in all material respects with all applicable Environmental
Laws (which term means and includes, without limitation, any and all
applicable international, federal, provincial, state, municipal or local
laws, statutes, regulations, treaties, orders, judgments, decrees,
ordinances, official directives and all authorizations relating to the
environment, occupational health and safety, or any Environmental
Activity (which term means and includes, without limitation, any past,
present or future activity, event or circumstance in respect of a
Contaminant (which term means and includes, without limitation, any
pollutants, dangerous substances, liquid wastes, hazardous wastes,
hazardous materials, hazardous substances or contaminants or any other
matter including any of the foregoing, as defined or described as such
pursuant to any Environmental Law), including, without limitation, the
storage, use, holding, collection, purchase, accumulation, assessment,
generation, manufacture, construction, processing, treatment,
stabilization, disposition, handling or transportation thereof, or the
release, escape, leaching, dispersal or migration thereof into the
natural environment, including the movement through or in the air, soil,
surface water or groundwater));ii.
    
    (ii)has no knowledge of, and has not received any
notice of, any material claim, judicial or administrative proceeding,
pending or threatened against, or which may affect, the Corporation or
any of the property, assets or operations thereof, relating to, or
alleging any violation of any
 A-9




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iii.
    
    (iii)has not given or filed any notice under any
federal, state, provincial or local law with respect to any Environmental
Activity, the Corporation does not have any liability (whether contingent
or otherwise) in connection with any Environmental Activity and the
Corporation is not aware of any notice being given under any federal,
state, provincial or local law or of any liability (whether contingent or
otherwise) with respect to any Environmental Activity relating to or
affecting the Corporation or the property, assets, business or operations
thereof;iv.
    
    (iv) does not store any hazardous or toxic waste or
substance on the property thereof and has not disposed of any hazardous
or toxic waste, in each case in a manner contrary to any Environmental
Laws, and there are no Contaminants on any of the premises at which the
Corporation carries on business, in each case other than in compliance
with Environmental Laws; and
    (a)
    
    Jurisdiction of Residence- Purchaser, and (if applicable) any others for whom
Purchaser is contracting hereunder, is resident or otherwise subject to the applicable
securities legislation in the jurisdiction set out under Subscribers Address on page
1 of this subscription agreement, and the purchase by and sale
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(b)
    
    Prospectus Exempt Purchaser
 (i)
    
    Canadian Purchaser- Accredited Investor: if Purchaser, and (if
applicable) any other purchaser for whom Purchaser is contracting hereunder,
are resident in Ontario, or are otherwise subject to the securities laws of
such province, and are purchasing the Purchased Securities as accredited
investors, Purchaser, on Purchasers own behalf and (if applicable) on behalf
of any such other purchaser, make the representations, warranties and covenants
set out in Schedule D, to this subscription agreement with the Corporation
and Purchaser, and (if applicable) any such other purchaser, may avail
themselves of one or more of the categories of prospectus exempt purchasers
listed in Schedule D; and(ii)
    
    Purchaser that is not Canadian or a U.S. Resident:If
Purchaser, and (if applicable) any other purchaser for whom Purchaser is
contracting hereunder, are not resident in the United States of America or
Canada and are not otherwise subject to the securities laws of the United
States of America or Canada, Purchaser, on Purchasers own behalf and (if
applicable) on behalf of any such other purchaser, make the representations,
warranties and covenants set out in Schedule E hereto which is incorporated
by reference herein.
 (c)
    
    U.S. Securities Laws- Purchaser, on Purchasers own behalf and (if applicable)
on behalf of others for whom Purchaser is contracting hereunder, understand and
acknowledge that: the offer and sale of the Units is being made on the basis of either
or both of the following: (A) (i) the sale contemplated hereby is being made in
reliance upon the exemption from registration available under Rule 506 of Regulation D
promulgated under the U.S. Securities Act; and (ii) all such sales are being made in
transactions not involving any public offering within the meaning of the U.S.
Securities Act, accordingly, the Common Shares and Warrants comprising the Units and
the Warrant Shares are restricted securities within the meaning of Rule 144 under the
U.S. Securities Act and therefore may not be offered or sold by Purchaser in the United
States without registration under the U.S. Securities Act and state securities laws,
except in compliance with paragraph 8(d) below and as described in Schedule F hereto;
or (B) the sale is being made in reliance upon Regulation S under the U.S. Securities
Act and thereby registration of the Units, Common Shares and Warrants or the Warrant
Shares to the Purchaser by the Corporation is not required.
  A-11




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Accredited Investor
 Offshore Purchaser not not
 (d)
    
    Limitation on Resale. Purchaser, on Purchasers own behalf and (if
applicable) on behalf of others for whom Purchaser is contracting hereunder, agree that
Purchaser and, if applicable, such other purchaser, will not offer, sell, pledge or
otherwise transfer the Common Shares and Warrants comprising the Units or the Warrant
Shares except: (i) to the Corporation; (ii) in compliance with Rule 904 of Regulation
S under the U.S. Securities Act and in compliance with applicable local laws and
regulations; or (iii) in a transaction, (A) made in compliance with an exemption from
registration under the U.S. Securities Act provided by Rule 144 or Rule 144A
thereunder, if available, or (B) in a transaction exempt from registration requirements
under the U.S. Securities Act and any applicable state securities laws of the United
States. Purchaser agrees that, absent compliance with the foregoing, the Corporation
shall refuse transfer of the securities. Purchaser and such other purchaser understand
that the certificates representing the Common Shares and Warrants comprising the Units
and the Warrant Shares will bear a legend to the foregoing effect and that prior to any
transfer pursuant to the foregoing, the Corporation may require that the seller furnish
the Corporation and the Corporations transfer agent with an opinion of counsel of
recognized standing, in substance and form satisfactory to the Corporation, that such
transfer is exempt from registration under the U.S. Securities Act and any applicable
state securities laws and Purchaser understands and acknowledges that the certificates
for the Common Shares and Warrants comprising the Units and the Warrant Shares and any
certificates issued in replacement thereof or exchange therefor, shall have endorsed
thereon a legend reflecting such restrictions on transfer.
 A-12




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(e)
    
    Legend- upon the original issuance thereof, and until such time as the same is
no longer required under applicable requirements of the U.S. Securities Act or
applicable state securities laws, the certificates representing the Common Shares and
Warrants comprising the Units and the Warrant Shares and all certificates issued in
exchange therefor or in substitution thereof, shall bear a legend in substantially the
form set forth below:
  (f)
    
    General Solicitation in the U.S. Purchaser, on Purchasers own behalf and (if
applicable) on behalf of others for whom Purchaser is contracting hereunder,
acknowledge that Purchaser has not purchased the Purchased Securities as a result of
any general solicitation or general advertising, as such terms are used in Regulation D
under the U.S. Securities Act, including without limitation, advertisements, articles,
notices or other communications published in any newspaper, magazine or similar media,
or broadcast over radio or television, or any seminar or meeting whose attendees have
been invited by general solicitation or general advertising;(g)
    
    Resale Restrictions Purchaser, and (if applicable) others for whom Purchaser
is contracting hereunder, have been independently advised as to and are aware of the
restrictions with respect to trading in the Purchased Securities pursuant to the
applicable securities laws and any applicable stock exchanges; Purchaser acknowledges
and agrees that notwithstanding the expiry of any applicable hold periods pursuant to
the securities laws of any jurisdiction of Canada, Purchaser, and (if applicable)
others for whom Purchaser is contracting hereunder, will not
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(h)
    
    Due Execution and Delivery Purchaser, and (if applicable) others for whom
Purchaser is contracting hereunder, are responsible for obtaining such legal advice as
Purchaser considers necessary in connection with the execution, delivery and
performance by such persons of this agreement and the transactions contemplated herein
and Purchaser represents and warrants that such execution, delivery and performance
shall not contravene any applicable laws of the jurisdiction in which such persons are
resident;(i)
    
    Independent Tax Advice Purchaser, and (if applicable) others for whom
Purchaser is contracting hereunder, are solely responsible for obtaining such advice
concerning the tax consequences of their investment in the Purchased Securities and
such persons are not relying on the Corporation for advice concerning such tax
consequences;(j)
    
    Agent Purchasing for Principal(s) if Purchaser is contracting hereunder as
agent for one or more other purchasers: (i) each such other purchaser is purchasing as
principal for its own account and not for the benefit of any other person; (ii) each of
such principals can, and does, make the representations, warranties and covenants set
out in Schedule D, E and F to this subscription agreement as are applicable to
such principal by virtue of its jurisdiction of residence or by virtue of being subject
to the applicable securities legislation of such jurisdiction; and (iii) Purchaser has
such knowledge concerning the financial and other affairs of such other purchasers as
to be able to make the representations and warranties contained herein on behalf of
such other purchasers and Purchaser has been duly authorized by such other purchasers
to make the representations and warranties on behalf of such other purchasers as are
contained herein;(k)
    
    Capacity if Purchaser, or any other purchaser for whom Purchaser is
contracting hereunder: (i) is an individual, Purchaser, or such other purchaser, as the
case may be, have attained the age of majority and are legally competent to execute
this subscription agreement and to perform all actions required pursuant hereto; or
(ii) is a corporation, partnership, unincorporated association or other entity,
Purchaser, or such other purchaser, as the case may be, have the legal capacity and
competence to enter into and be bound by this subscription agreement and Purchaser
further certifies that all necessary approvals of directors, shareholders or otherwise
have been given and obtained;(l)
    
    Authority (i) if Purchaser is contracting hereunder as agent for one or more
other purchasers, Purchaser is duly authorized to execute and deliver this subscription
agreement and all other necessary documentation in connection with such subscription on
behalf of each such principal and this subscription agreement has been duly authorized,
executed and delivered by Purchaser on behalf of each such
 A-14




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principal; and (ii) the entering into of this subscription agreement and the
completion of the transactions contemplated herein will not result in the violation
of any of the terms and provisions of any law applicable to, or the constating
documents of, Purchaser or of any other purchaser for whom Purchaser is contracting
hereunder or of any agreement, written or oral, to which Purchaser is or any other
purchaser for whom Purchaser is contracting hereunder is a party or by which
Purchaser or such other purchaser are bound;(m)
    
    Enforceability this subscription agreement has been duly and validly
authorized, executed and delivered by Purchaser and, upon acceptance by the Corporation
this subscription agreement will constitute a legal, valid and binding contract of
Purchaser, and (if applicable) the other purchasers for whom Purchaser is contracting
hereunder, enforceable against Purchaser, and (if applicable) such other purchasers, in
accordance with its terms;(n)
    
    No Representation re: Resale, Refund, Future Price or Listing- no person has
made any written or oral representation to Purchaser:
 (i)
    
    that any person will resell or repurchase the Purchased
Securities, the Common Shares or Warrants comprising the Units or the Warrant
Shares;(ii)
    
    that any person will refund the purchase price of the Purchased
Securities other than as may be provided in this subscription agreement; or(iii)
    
    relating to the future price or value of the Common Shares and
Warrants comprising the Units or the Warrant Shares;
 (o)
    
    Share Ownership Purchaser, or (if applicable) all other purchasers for whom
Purchaser is contracting hereunder, own that number and type of securities of the
Corporation set forth on page 1 of this subscription agreement;(p)
    
    Investment Experience Purchaser, or (if applicable) all other purchasers for
whom Purchaser is contracting hereunder, have knowledge and experience with respect to
investments of this type enabling Purchaser, or (if applicable) such other purchasers,
to evaluate the merits and risks thereof and the capacity to obtain competent
independent business, legal and tax advice regarding this investment. The Corporation
has made available to the Purchaser a reasonable time prior to the Purchaser entering
into this Subscription Agreement the opportunity to ask questions and receive answers
concerning the terms and conditions of this offering and to obtain any additional
information which the Corporation possesses or can acquire without unreasonable effort
or expense that is necessary to verify information furnished; and(q)
    
    Hedging Transactions Prohibited.Purchaser, or (if applicable) all other
purchasers for whom Purchaser is contracting hereunder agrees that hedging transactions
involving the Common Shares and Warrants comprising the Units or the Warrant Shares
will not be conducted unless in compliance with the U.S. Securities Act.
 A-15




---



##### 



11. Survival
  12. Governing Law
  13. Costs
  14. Assignment
  15. Enurement
  A-16




---



##### 



16. Entire Agreement and Headings
  17. Time of Essence
  18. Counterparts and Facsimile Deliveries
  A-17




---



##### 



SCHEDULE B
 PAYMENT INSTRUCTIONS
   th
 wire transfer
 Wire InstructionsSend to: Bank of Montreal S.W.I.FT. Address BOFMCAM2Receiving Account: Canadian Western Bank606  4th Avenue SWCalgary, Alberta T2P 1T1Beneficiary Name: GeoGlobal Resources Inc.200, 630 4th Avenue SWCalgary, Alberta T2P 0J9Beneficiary Account #: 70-7807720
 B-1




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##### 



SCHEDULE C
 TERM SHEET
 Issuer:
    
    GeoGlobal Resources Inc. (the Corporation).Issue:
    
    Private placement of up to 1 million Units of the
Corporation (the Offering).Unit:
    
    One Unit (Unit) is comprised of one share of
common stock par value of U.S.$0.001 (Common
Share) of the Corporation and one half of one
warrant (Warrant).Warrant:
    
    One full Warrant entitles the holder to purchase one
further Common Share at U.S.$9.00 (the Warrant
Exercise Price) for a term (the Warrant Term) of
two years from the Closing Date; provided that if
the trading price of the Common Shares on the AMEX
is at U.S.$12.00 or more for 20 consecutive trading
days and if the Registration Statement (as defined
below under the caption U.S. Registration Statement)
has been declared effective and the hold period for
Canadian Subscribers has expired, then the Warrant
Term shall be automatically reduced to 30 days from
the date of issuance of a news release by the
Corporation announcing the change to the Warrant
Term. The Warrants shall be issued pursuant to a
warrant indenture or certificate (the Warrant
Indenture or Certificate) which shall contain
customary anti-dilution provisions.Rights
    
    Subscribers for Units will also be issued one
non-transferable right (a Right) for each Unit
purchased, each Right entitling the holder thereof,
subject to certain conditions, to be issued 0.10 of
a Unit (each whole such Unit, a Rights Unit) for
nominal consideration in the event that the filing
of a Registration Statement (the Liquidity Event) with the U.S. Securities and Exchange
Commission (the SEC) has not occurred on
or before 5:00 p.m. (Toronto time) on the date that
is 60 days following the Closing Date, or such date
thereafter as the parties may mutually agree (the
Liquidity Event Deadline).Issue Price:
    
    U.S$6.50 per Unit.Offering Size:
    
    Up to U.S.$6,500,000Use of Proceeds:
    
    The gross proceeds of the Offering will be used for
exploration and development of oil and gas
opportunities in India and general and
administrative costs.Listing:
    
    The Common Shares of the Corporation trade on the
AMEX under the
 C-1




---



##### 



symbol GGR.Closing Date:
    
    On or about August 30, 2005 (the Closing Date)
subject to the approval of the AMEX for the listing
of the Common Shares issuable as part of the Units,
the Warrants and the Rights Units.Conditions:
    
    Execution and delivery of standard documentation
including subscription agreements containing normal
representations and warranties, covenants,
conditions, indemnities and other provisions,
delivery of standard closing documents and legal
opinions for a transaction of the nature of the
Offering and compliance with all applicable legal
and regulatory requirements, including the approval
of the AMEX.Expenses:
    
    The Corporation will pay all reasonable expenses
incurred in connection with the Offering.Offering
Jurisdictions:
    
    The Units will be offered in the province of Ontario.Exemptions:
    
    Pursuant to private placement exemptions in Canada,
subscribers must be entitled to an exemption from
the prospectus requirements in their province of
residence or be an accredited investor or, if not an
accredited investor, invest in the following
amounts:Reporting Issuer
Status and Resale
in Canada:
    
    The Corporation is a reporting issuer under the
securities legislation of the Provinces of Ontario,
Alberta, British Columbia and Quebec. Subscribers
resident in Canada will have a 4 month and a day
hold period. Notwithstanding the 4 month hold period
in Canada, purchasers will not be able to sell their
securities purchased in the Offering until the U.S.
Registration Statement has been declared effective.
The Units, Warrants, Warrant Shares, Common Shares,
Rights Units and the securities issuable under the
Rights Units will not be transferable into the
United States unless such transfer is made pursuant
to the Registration Statement or an exemption from
the registration requirements of the U.S. Securities
Act. All certificates issued on the Closing Date
will be legended accordingly.U.S.
Registration
Statement:
    
    The Corporation will, as promptly as
practicable after the Closing Date, file with and
will thereafter use its best efforts to have
declared effective by the U.S. Securities and
Exchange Commission a registration statement
(Registration Statement) with respect to the (i)
the Common Shares comprising part of the Units, (ii)
the Common Shares issuable on exercise of the
Warrants included in the Units. The subscribers
shall provide to the Corporation such information as
it may reasonably request in connection therewith.Legends
    
    Share certificates for Common Shares and Warrants
will be legended with substantially the following
form:
 C-2




---



##### 



THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE U.S. SECURITIES ACT), OR ANY
STATE SECURITIES LAWS, AND MAY BE OFFERED, SOLD,
PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY
(A) TO THE CORPORATION; (B) PURSUANT TO A
REGISTRATION STATEMENT WITH RESPECT TO SUCH
SECURITIES WHICH HAS BEEN DECLARED EFFECTIVE UNDER
THE U.S. SECURITIES ACT; (C) IN AN OFFSHORE
TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 OF
REGULATION S UNDER THE U.S. SECURITIES ACT AND IN
COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS; (D)
FOR SO LONG AS THE SECURITIES OR UNDERLYING
SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE
144 OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S.
SECURITIES ACT.andUNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE
HOLDER OF THE SECURITIES SHALL NOT TRADE THE
SECURITIES BEFORE 200_, WHICH IS FOUR MONTHS
AND A DAY AFTER THE DATE OF ISSUANCE.Further Information
    
    The Corporation is not filing a prospectus or
offering memorandum in relation to this Offering.
Further information about the Corporation is
available on www.sedar.com and the SECs EDGAR site
at www.sec.gov.
 C-3




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##### 



ONTARIO RESIDENTS ONLY
 SCHEDULE D
 CERTIFICATE
 (ONTARIO RESIDENTS ONLY)
 Purchaser Corporation Securities
Act
 
 Name of PurchaserBy:Office or Title
 D-1




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##### 



ONTARIO RESIDENTS ONLY
 APPENDIX 1 TO SCHEDULE D
 ONTARIO RESIDENTS ACCREDITED INVESTORS
 bold
  [Please mark the appropriate box.]
 o
    
    (a)
    
    A bank listed in Schedule I or II of the Bank Act
(Canada), or an authorized foreign bank listed in
Schedule III of the Bank Act(Canada).o
    
    (b)
    
    The Business Development Bank incorporated under the
Business Development Bank Act(Canada).o
    
    (c)
    
    A loan corporation or trust corporation registered
under the Loan and Trust Corporations Act(Ontario) or
under the Trust and Loan Companies Act(Canada), or
under comparable legislation in any other jurisdiction.o
    
    (d)
    
    A co-operative credit society, credit union central,
federation of caisses populaires, credit union or
league, or regional caisse populaire, or an association
under the Cooperative Credit Associations Act(Canada),
in each case, located in Canada.o
    
    (e)
    
    A company licensed to do business as an insurance
company in any jurisdiction.o
    
    (f)
    
    A subsidiary of any company referred to in paragraph
(a), (b), (c), (d) or (e), where the Corporation owns
all of the voting shares of the subsidiary.o
    
    (g)
    
    A person or company registered under the Securities Act
(Ontario) or securities legislation in another
jurisdiction as an adviser or dealer, other than a
limited market dealer.o
    
    (h)
    
    The government of Canada or of any jurisdiction, or any
crown corporation, instrumentality or agency of a
Canadian federal, provincial or territorial government.o
    
    (i)
    
    A Canadian municipality or any Canadian provincial or
territorial capital city.o
    
    (j)
    
    A national, federal, state, provincial, territorial or
municipal government of or in any foreign jurisdiction,
or any instrumentality or agency thereof.o
    
    (k)
    
    A pension fund that is regulated by either the Office
of the Superintendent of Financial Institutions
(Canada) or a provincial pension commission or similar
regulatory authority.
 D-2




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##### 



ONTARIO RESIDENTS ONLY
 o
    
    (l)
    
    A registered charity under the Income Tax Act(Canada).o
    
    (m)
    
    An individualwho beneficially owns, or who together
with a spousebeneficially own, financial assetshaving
an aggregate realizable value that, before taxes but
net of any related liabilities, exceeds Cdn$1,000,000.o
    
    (n)
    
    An individualwhose net income before taxes exceeded
Cdn$200,000 in each of the two most recent years or
whose net income before taxes combined with that of a
spouseexceeded Cdn$300,000 in each of those years and
who, in either case, has a reasonable expectation of
exceeding the same net income level in the current
year.o
    
    (o)
    
    An individualwho has been granted registration under
the Securities Act(Ontario) or securities legislation
in another jurisdiction as a representative of a person
or company referred to in paragraph (g), whether or not
the individuals registration is still in effect.o
    
    (p)
    
    A promoterof the Corporation or an affiliated entity
of a promoterof the Corporation.o
    
    (q)
    
    A spouse, parent, grandparent or child of an officer,
directoror promoterof the Corporation.o
    
    (r)
    
    A personor companythat, in relation to the
Corporation, is an affiliated entityor a person or
company referred to in clause (c) of the definition of
distribution in subsection 1(1) of the Securities Act
(Ontario) (a control person).o
    
    (s)
    
    A company, limited partnership, limited liability
partnership, trust or estate, other than a mutual fund
or non-redeemable investment fund, that had net assets
of at least Cdn$5,000,000 as reflected in its most
recently prepared financial statements.o
    
    (t)
    
    A personor companythat is recognized by the
Commission as an accredited investor under a
discretionary order from the Ontario Securities
Commission.o
    
    (u)
    
    A mutual fundor non-redeemable investment fundthat,
in Ontario, distributes its securities only to persons
or companies that are accredited investors.o
    
    (v)
    
    A mutual fundor non-redeemable investment fundthat,
in Ontario, distributes its securities under a
prospectus for which a receipt has been granted by the
Director.o
    
    (w)
    
    A managed accountif it is acquiring a security that is
not a security of a mutual fundor non-redeemable
investment fund.
 D-3




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##### 



ONTARIO RESIDENTS ONLY
 o
    
    (x)
    
    An account that is fully managed by a trust corporation
registered under the Loan and Trust Corporations Act
(Ontario).o
    
    (y)
    
    An entity organized outside of Canada that is analogous
to any of the entities referred to in paragraph (a)
through (g) and paragraph (k) in form and function.o
    
    (z)
    
    A personor companyin respect of which all of the
owners of interests, direct or indirect, legal or
beneficial, are persons or companies that are
accredited investors.
  company
 control person
 director
 entity
 financial assets Securities Act
 individual
 managed account portfolio adviser
 mutual fund
 non-redeemable investment fund
 (r)
    
    whose primary purpose is to invest money provided by its securityholders;
 D-4




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##### 



ONTARIO RESIDENTS ONLY
 (s)
    
    that does not invest for the purpose of exercising effective control, seeking
to exercise effective control, or being actively involved in the management of the
issuers in which it invests, other than other mutual funds or non-redeemable investment
funds; and(t)
    
    that is not a mutual fund.
 officer
 person
 portfolio adviser
 (u)
    
    a portfolio manager; or(v)
    
    a broker or investment dealer exempted from registration as an adviser under
subsection 148(1) of the Regulation if that broker or investment dealer is not exempt
from the by-laws or regulations of The Toronto Stock Exchange or the Investment
Dealers Association of Canada referred to in that subsection.
 promoter
 related liabilities
 spouse
 D-5




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##### 



ONTARIO RESIDENTS ONLY
 Affiliated entities, control and subsidiaries:
 1.
    
    A person or company is considered to be an affiliated entityof another person or company if
one is a subsidiary entity of the other, or if both are subsidiary entities of the same person
or company, or if each of them is controlled by the same person or company.2.
    
    A person or company is considered to be controlledby a person or company if
 (a)
    
    in the case of a person or company,
 (i)
    
    voting securities of the first-mentioned person or company
carrying more than 50 percent of the votes for the election of directors are
held, otherwise than by way of security only, by or for the benefit of the
other person or company, and(ii)
    
    the votes carried by the securities are entitled, if exercised,
to elect a majority of the directors of the first-mentioned person or company;
 (b)
    
    in the case of a partnership that does not have directors, other than a limited
partnership, the second-mentioned person or company holds more than 50 percent of the
interests in the partnership; or(c)
    
    in the case of a limited partnership, the general partner is the
second-mentioned person or company.
 3.
    
    A person or company is considered to be a subsidiary entityof another person or company if:
 (a)
    
    it is controlled by,
 (i)
    
    that other, or(ii)
    
    that other and one or more persons or companies each of which
is controlled by that other, or(iii)
    
    two or more persons or companies, each of which is controlled
by that other; or
 (b)
    
    it is a subsidiary entity of a person or company that is the others subsidiary
entity.
 D-6




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##### 



ALL SUBSCRIBERS
 SCHEDULE E
 REPRESENTATION LETTER
 ALL PURCHASERS
  TO:
 Purchaser Purchased Securities
 IN SECTION 8(c) OF SCHEDULE A OF THIS SUBSCRIPTION AGREEMENT, YOU, AS PURCHASER AND ON
BEHALF OF PERSONS FOR WHOM YOU MAY BE CONTRACTING, HAVE REPRESENTED AND WARRANTED THAT YOU ARE
EITHER AN ACCREDITED INVESTOR OR NOT A U.S. PERSON, AS THOSE TERMS ARE DEFINED UNDER THE U.S.
SECURITIES ACT. IN FURTHERANCE OF THOSE REPRESENTATIONS, PLEASE MARK EITHER OR BOTH OF THE
FOLLOWING PARTS A and B OF THIS SCHEDULE H. IF BOTH PARTS ARE ACCURATE, PLEASE MARK BOTH.
 Part A. Accredited Investor: Check [ ] if the following is accurate and complete
 (a)
    
    the Purchaser is an accredited investor as that term is defined in Rule
501(a) of Regulation D promulgated under the U.S. Securities Act as indicated on
Appendix 1 to this Schedule H; PLEASE INITIAL APPENDIX 1 TO SCHEDULE H ATTACHED.(b)
    
    the Purchaser is purchasing the Purchased Securities as principal for its own
account;(c)
    
    the above representations, warranties and covenants will be true and correct
both as of the execution of this agreement and as of the Closing Date and will survive
the completion of the issuance of Purchased Securities; and(d)
    
    the foregoing representations, warranties and covenants are made by the
undersigned with the intent that they be relied upon in determining its suitability as
a purchaser of Purchased Securities and the undersigned agrees to indemnify the
Corporation, and its directors and officers against all losses, claims, costs, expenses
and damages or liabilities which any of them may suffer or incur caused or arising from
reliance thereon. The undersigned undertakes to immediately notify the Corporation at
GeoGlobal Resources Inc., Suite 200, 630-4th Avenue S.W., Calgary, Alberta
T2P 0J9 Attention: President, of any change in any statement or other information
relating to the Purchaser set forth herein which takes place prior to the Closing Date.
 E-1




---



##### 



ALL SUBSCRIBERS
 Part B. Non-U.S. Purchaser: Check [ ] if the following is accurate and complete
   Dated: , 2005Print name of PurchaserBy:SignatureTitle
 E-2




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##### 



ALL SUBSCRIBERS
 APPENDIX 1 TO SCHEDULE E
 CERTIFICATE OF U. S. ACCREDITED INVESTOR
 TO: Corporation
 RE:
  (Please place your initials on the appropriate line.)
 Category 1.
    
    A bank, as defined in Section 3(a) (2) of the United States
Securities Act of 1933 (the U.S. Securities Act), whether
acting in its individual or fiduciary capacity; orCategory 2.
    
    A savings and loan association or other institution as
defined in Section 3(a) (5) (A) of the U.S. Securities Act,
whether acting in its individual or fiduciary capacity; orCategory 3.
    
    A broker or dealer registered pursuant to Section 15 of the
United States Securities Exchange Act of 1934; orCategory 4.
    
    An insurance company as defined in Section 2(13) of the U.S.
Securities Act; orCategory 5.
    
    An investment company registered under the United States
Investment Company Act of 1940; orCategory 6.
    
    A business development company as defined in Section 2(a)
(48) of the United States Investment Company Act of 1940; orCategory 7.
    
    A small business investment company licensed by the U.S.
Small Business Administration under Section 301 (c) or (d) of
the United States Small Business Investment Act of 1958; orCategory 8.
    
    A plan established and maintained by a state, its political
subdivisions or any agency or instrumentality of a state or
its political subdivisions, for the benefit of its employees,
with total assets in excess of U.S. $5,000,000; orCategory 9.
    
    An employee benefit plan within the meaning of the United
States Employee Retirement Income Security Act of 1974 in
which the investment decision is made by a plan fiduciary, as
defined in Section 3(21) of such Act, which is either a bank,
savings and loan association, insurance company or registered
investment adviser, or an employee benefit plan with total
assets in excess of U.S. $5,000,000 or, if a self-directed
plan, with investment decisions made solely by persons who
are accredited investors; or
 E-3




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##### 



ALL SUBSCRIBERS
 Category 10.
    
    A private business development company as defined in Section
202(a)(22) of the United States Investment Advisers Act of
1940; orCategory 11.
    
    An organization described in Section 501(c)(3) of the United
States Internal Revenue Code, a corporation, a Massachusetts
or similar business trust, or a partnership, not formed for
the specific purpose of acquiring the securities offered,
with total assets in excess of U.S. $5,000,000; orCategory 12.
    
    Any director, executive officer, or general partner of the
issuer of the securities being offered or sold, or any
director, executive officer, or general partner of a general
partner of that issuer; orCategory 13.
    
    A natural person whose individual net worth, or joint net
worth with that persons spouse, at the date hereof exceeds
U.S. $1,000,000; orCategory 14.
    
    A natural person who had an individual income in excess of
U.S.$200,000 in each of the two most recent years or joint
income with that persons spouse in excess of U.S.$300,000 in
each of those years and has a reasonable expectation of
reaching the same income level in the current year; orCategory 15.
    
    A trust, with total assets in excess of U.S.$5,000,000, not
formed for the specific purpose of acquiring the securities
offered, whose purchase is directed by a sophisticated person
as described in Rule 506(b)(2)(ii) under the U.S. Securities
Act; orCategory 16.
    
    Any entity in which all of the equity owners meet the
requirements of at least one of the above categories.
  (Signature of Purchaser)(Name of Purchaser  please print)(Capacity)
 E-4




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##### 



ALL SUBSCRIBERS
 APPENDIX 2 TO SCHEDULE E
 A U.S. person
  (i)
    
    Any natural person resident in the United States;(ii)
    
    Any partnership or corporation organized or incorporated under the laws of the
United States;(iii)
    
    Any estate of which any executor or administrator is a U.S. person;(iv)
    
    Any trust of which any trustee is a U.S. person;(v)
    
    Any agency or branch of a foreign entity located in the United States;(vi)
    
    Any non-discretionary account or similar account (other than an estate or
trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;(vii)
    
    Any discretionary account or similar account (other than an estate or trust)
held by a dealer or other fiduciary organized, incorporated, or (if an individual)
resident in the United States; and(viii)
    
    Any partnership or corporation if:
 (A)
    
    Organized or incorporated under the laws of any foreign
jurisdiction; and(B)
    
    Formed by a U.S. person principally for the purpose of
investing in securities not registered under the Securities Act of 1933, as
amended, unless it is organized or incorporated, and owned, by accredited
investors (as defined in Rule 501(a)) who are not natural persons, estates or
trusts.
  (i)
    
    Any discretionary account or similar account (other than an estate or trust)
held for the benefit or account of a non-U.S. person by a dealer or other professional
fiduciary organized, incorporated, or (if an individual) resident in the United States;(ii)
    
    Any estate of which any professional fiduciary acting as executor or
administrator is a U.S. person if:
 (A)
    
    An executor or administrator of the estate who is not a U.S.
person has sole or shared investment discretion with respect to the assets of
the estate; and(B)
    
    The estate is governed by foreign law;
 E-5




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##### 



ALL SUBSCRIBERS
 (iii)
    
    Any trust of which any professional fiduciary acting as trustee is a U.S.
person, if a trustee who is not a U.S. person has sole or shared investment discretion
with respect to the trust assets, and no beneficiary of the trust (and no settlor if
the trust is revocable) is a U.S. person;(iv)
    
    An employee benefit plan established and administered in accordance with the
law of a country other than the United States and customary practices and documentation
of such country;(v)
    
    Any agency or branch of a U.S. person located outside the United States if:
 (A)
    
    The agency or branch operates for valid business reasons; and(B)
    
    The agency or branch is engaged in the business of insurance or
banking and is subject to substantive insurance or banking regulation,
respectively, in the jurisdiction where located; and
 (vi)
    
    The international Monetary Fund, the International Bank for Reconstruction and
Development, the Inter-American Development Bank, the Asian Development Bank, the
African Development Bank, the United Nations, and their agencies, affiliates and
pension plans, and any other similar international organizations, their agencies,
affiliates and pension plans.
 E-6




---



##### 



SCHEDULE F
  Re-sales of Shares and Warrant Shares
  Rule 144 Re-sales
  After Twelve Months
    F-1




---



##### 



After Twenty-four Months
   Possible Private Sales
   Regulation S Re-sales
  F-2




---



##### 



General
  F-3