Arkanova Energy Corporation - Exhibit 10.1 - Filed by newsfilecorp.com






(U.S. ACCREDITED SUBSCRIBERS ONLY) 

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND
HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY
NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. 

ARKANOVA ENERGY CORPORATION 

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT 
SHARES 

INSTRUCTIONS TO PURCHASER 

THIS SUBSCRIPTION FORM is for use by United States
accredited investors. 

	1. 	
      REVIEW the entire subscription form.

	 	 
	2. 	
      COMPLETE the information on page 2 of this
      Subscription Agreement.

	 	 
	3. 	
      COMPLETE the U.S. Accredited Investor Status
      Certificate the begins on page 4 to this Subscription Agreement (the
      “Certificate”).

	 	 
	4. 	
      RETURN this Subscription Agreement together with
      the subscription proceeds paid by certified cheque or bank draft to
      Arkanova Energy Corporation at 305 Camp Craft Road, Suite 525, Austin, TX
      78746 Attention: Reginald Denny, CFO. The subscription proceeds may also
      be wired to Arkanova Energy Corporation pursuant to wiring instructions
      that will be provided to the Subscriber upon request.

	 	 
	5. 	
      All other information must be filled in where
      appropriate.







This is Page 2 of 13 pages of a subscription agreement and
related appendices, schedules and forms. Collectively, these pages together are
referred to as the “Subscription Agreement”. 

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT 

TO:      Arkanova Energy Corporation
(the “Issuer”), of 305 Camp Craft Road, Suite 525, Austin, TX 78746. 

Subject and pursuant to the terms set out in the Terms on page
3, the General Provisions on pages 5 to 12, and the other schedules and
appendices attached which are hereby incorporated by reference, the undersigned
subscriber (“Subscriber”) hereby irrevocably subscribes for, and on
Closing will purchase from the Issuer, the following securities at the following
price: 


	1,000,000 Common Shares of the Issuer
      (each, a “Share”) 
	US$0.10 per Share for a total purchase price of
      US$100,000 
	 
	The Subscriber or the Beneficial Purchaser owns, directly or
      indirectly, the following securities of the Issuer: 
	______________________________________________________________________________________________
	[Check if applicable] The Subscriber or the Beneficial
      Purchaser is [  ] an insider of the Issuer. 



The Subscriber directs the Issuer to issue, register and
deliver the certificates representing the Shares as follows: 


	REGISTRATION INSTRUCTIONS 	 	DELIVERY INSTRUCTIONS 
	 	 	 
	Pierre Mulacek 	 	  
	Name to appear on
      certificate 	 	Name
      and account reference, if applicable 
	 	 	 
	 	 	 
	Account reference if
      applicable 	 	Contact
      name 
	 	 	 
	 	 	 
	Address 	 	Address
    
	 	 	 
	 	 	 
	  	 	Telephone Number 




EXECUTED by the Subscriber this day of December,
2012. By executing this Subscription Agreement, the Subscriber certifies
that the Subscriber and any beneficial purchaser for whom the Subscriber is
acting are resident in the jurisdiction shown as the “Address of
Subscriber” or “Address of Beneficial Purchaser”, respectively. 

	                 
           EXECUTION BY SUBSCRIBER: 	 	DETAILS OF BENEFICIAL PURCHASER 
	X 	 	(IF
      NOT THE SAME AS SUBSCRIBER) 
	Signature of
      individual (if Subscriber is an individual) 	 	 
	 
    	 	 
	Authorized signatory
      (if Subscriber is not an individual) 	 	Name of
      Beneficial Purchaser (please print) 
	Pierre Mulacek 	 	 
	Name of Subscriber
      (please print) 	 	Address
      of Beneficial Purchaser (residence) 
	 
    	 	 
	Name of authorized
      signatory (please print) 	 	Telephone Number of Beneficial Purchaser 
	 
    	 	 
	Address of
      Subscriber 	 	E-mail
      address of Beneficial Purchaser 
	 
    	 	 
	Telephone Number of
      Subscriber 	 	Accepted this day of _______________, 2012 
	  	 	ARKANOVA ENERGY CORPORATION 
	E-mail address of
      Subscriber 	 	Per:
  
	 
    	 	 
	Social Security/Tax I.D. No. of Subscriber 	 	Authorized Signatory 



By signing this acceptance, the Issuer agrees to be bound by
the Terms on pages 3 to 4, the General Provisions on pages 5 to 12, and the
other schedules and appendices incorporated by reference. If funds are
delivered to the Issuer’s lawyers, they are authorized to immediately release
the funds to the Issuer. 




Page 3 of 13 

TERMS 

	
      Reference date of this Subscription
      
Agreement 
	
      December ____, 2012 (the “Agreement Date”).
  



The Offering 

	The Issuer 	Arkanova Energy Corporation (the
      “Issuer”). 
	 	 
	Issue Price 	US$0.10 per Share 
	 	 
	Offering 	There is no minimum or maximum offering. 
	 	 
	Selling Jurisdictions 	The United States or offshore (the “Selling
      Jurisdictions”). 
	 	 
	Exemptions 	The offering will be made in accordance with
      the following exemptions: 



	 	(a) 	
      the Accredited Investor exemption as provided by
      Regulation D promulgated under the 1933 Act; and

	 	 	 
	 	(b) 	
      such other exemptions as may be available the securities
      laws of the Selling Jurisdictions.




	Resale restrictions and legends 	
      The Subscriber acknowledges that any resale of any of the
        Shares will be subject to resale restrictions contained in the securities
        legislation applicable to the Subscriber or proposed transferee. The
        Subscriber acknowledges that none of the Shares have been registered under
        the 1933 Act or the securities laws of any state of the United States. The
        Securities may not be offered or sold in the United States unless
        registered in accordance with federal securities laws and all applicable
        state securities laws or exemptions from such registration requirements
    are available. 

	  	
       
	
      

		
      The Subscriber acknowledges that the certificates
    representing the Shares will bear the following legends: 

	 	
       
	
       

			
      “THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE
      SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY
      STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND,
      ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
      AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
      REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
      APPLICABLE STATE SECURITIES LAWS.” 

	  	
       
	
      

		
      The Subscriber and any Beneficial Purchaser are advised
        to consult with their own legal counsel or advisors to determine the
    resale restrictions that may be applicable to them. 

	  	
       
	
      

	Closing Date 	
      Payment for, and delivery of the Shares, is scheduled to
        occur on such date as determined by the Company in its sole discretion
    (the “Closing Date”). 



The Issuer 

	Jurisdiction of organization 	
      The Issuer is incorporated under the laws of the State of
      Nevada. 

	  	
      

	Commissions with Jurisdiction Over the Issuer
    	
      The “Commissions with Jurisdiction Over the
      Issuer” is the SEC. 

	  	
      

	Securities Legislation Applicable to the
      Issuer 	
      The “Securities Legislation Applicable to the
      Issuer” is the 1933 Act (as defined herein), U.S. Securities Exchange
      Act of 1934. 



End of Terms




Page 4 of 13 

U.S. ACCREDITED INVESTOR STATUS CERTIFICATE

Capitalized terms not specifically defined in this certificate
have the meaning ascribed to them in the Subscription Agreement to which this
certificate is attached. In this certificate, dollar amounts are stated in U.S.
dollars. 

The Subscriber hereby represents, warrants and certifies to the
Issuer, as an integral part of the attached Subscription Agreement, that he, she
or it is and at Closing will be correctly and in all respects described by the
category or categories set forth directly next to which the Subscriber has
marked below: 

	[   ]	(1) 	
      a natural person whose individual net worth, or joint net
      worth with that person’s spouse, at the date of this certificate exceeds
      $1,000,000, excluding the value of the primary residence of such person(s)
      and the related amount of indebtedness secured by the primary residence up
      to its fair market value;

	 	 	 
	[   ]	(2) 	
      a natural person who had an individual income in excess
      of $200,000 in each of the two most recent years or joint income with that
      person’s spouse in excess of $300,000 in each of those years and has a
      reasonable expectation of reaching the same income level in the current
      year;

	 	 	 
	[   ]	(3) 	
      an organization described in Section 501(c)(3) of the
      Internal Revenue Code (United States), a corporation, a
      Massachusetts or similar business trust or partnership, not formed for the
      specific purpose of acquiring the Securities, with total assets in excess
      of $5,000,000;

	 	 	 
	[X]	(4) 	
      a director or executive officer of the Issuer,

	 	 	 
	[   ]	(5) 	
      a trust with total assets in excess of $5,000,000, not
      formed for the specific purpose of acquiring the Shares, whose purchase is
      directed by a sophisticated person as described in Rule 506(b)(2)(ii)
      under the 1933 Act; or

	 	 	 
	[   ]	(6) 	
      an entity in which all of the equity owners satisfy the
      requirements of one or more of the foregoing
categories.



Dated December _____, 2012. 

	 	X
  
	 	Signature of individual (if Subscriber is an
      individual) 
	 	  
	 	 
	 	Authorized signatory (if Subscriber is not an
      individual) 
	 	 
	 	Pierre Mulacek 
	 	Name of Subscriber (please print) 
	 	  
	 	 
	 	Name of authorized signatory (please print)
  






Page 5 of 13 

GENERAL PROVISIONS 

1.        
 DEFINITIONS 

1.1        In the
Subscription Agreement (including the first (cover) page, the Terms on page 3,
the General Provisions on pages 5 to 12 and the other schedules and appendices
incorporated by reference), the following words have the following meanings
unless otherwise indicated: 

	 	(a) 	
      “1933 Act” means the United States Securities Act
      of 1933, as amended;

	 	 	 
	 	(b) 	
      “Applicable Legislation” means the Securities
      Legislation Applicable to the Issuer (as defined on page 3) and all
      legislation incorporated in the definition of this term in other parts of
      the Subscription Agreement, together with the regulations and rules made
      and promulgated under that legislation and all administrative policy
      statements, blanket orders and rulings, notices and other administrative
      directions issued by the Commissions;

	 	 	 
	 	(c) 	
      “Beneficial Purchaser” means a person for whom the
      Subscriber is acting in purchasing the Shares who will be the beneficial
      owner of the Securities within the meaning attributed to it by Rule 13d-3
      adopted by the SEC under the 1934 Act;

	 	 	 
	 	(d) 	
      “Closing” means the completion of the sale and
      purchase of the Shares;

	 	 	 
	 	(e) 	
      “Closing Date” has the meaning assigned in the
      Terms;

	 	 	 
	 	(f) 	
      “Commissions” means the Commissions with
      Jurisdiction over the Issuer (as defined on page 4) and the securities
      commissions incorporated in the definition of this term in other parts of
      the Subscription Agreement;

	 	 	 
	 	(g) 	
      “General Provisions” means those portions of the
      Subscription Agreement headed “General Provisions” and contained on
      pages 5 to 12;

	 	 	 
	 	(h) 	
      “Private Placement” means the offering of the
      Securities on the terms and conditions of this Subscription
    Agreement;

	 	 	 
	 	(i) 	
      “Securities” means the Shares as defined in the
      Terms;

	 	 	 
	 	(j) 	
      “Subscription Agreement” means the first (cover)
      page, the Terms on page 3, the General Provisions on pages 5 to 12 and the
      other schedules and appendices incorporated by reference; and

	 	 	 
	 	(k) 	
      “Terms” means those portions of the Subscription
      Agreement headed “Terms” and contained on page 3.



1.2        In the
Subscription Agreement, the following terms have the meanings defined in
Regulation S of the 1933 Act (“Regulation S”): “Directed
Selling Efforts”, “Foreign Issuer”, “Substantial U.S.
Market Interest”, “U.S. Person” and “United States”.


1.3        In the
Subscription Agreement, unless otherwise specified, currencies are indicated in
US dollars. 

1.4        In the
Subscription Agreement, other words and phrases that are capitalized have the
meanings assigned to them in the body hereof. 




Page 6 of 13 

2.        
 ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES OF
SUBSCRIBER 

2.1        Acknowledgements
concerning Offering 

The Subscriber acknowledges (on its own behalf and, if
applicable, on behalf of each Beneficial Purchaser for whom the Subscriber is
contracting hereunder) that: 

	 	(a) 	
      the Securities have not been registered under the 1933
      Act, or under any state securities or “blue sky” laws of any state of the
      United States, and are being offered only in a transaction not involving
      any public offering within the meaning of the 1933 Act, and, unless so
      registered, may not be offered or sold in the United States or to U.S.
      Persons, except 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 Legislation;

	 	 	 
	 	(b) 	
      the Issuer will refuse to register any transfer of the
      Securities 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, or in a transaction not subject
      to, the registration requirements of the 1933 Act;

	 	 	 
	 	(c) 	
      the Subscriber and the Subscriber’s advisor(s) have had a
      reasonable opportunity to ask questions of and receive answers from the
      Issuer regarding the Offering, and to obtain additional information, to
      the extent possessed or obtainable without unreasonable effort or expense,
      necessary to verify the accuracy of the information contained in the
      public information which has been filed by the Issuer with the U.S.
      Securities and Exchange Commission, or any business plan, corporate
      profile or any other document provided to the Subscriber;

	 	 	 
	 	(d) 	
      the books and records of the Issuer are 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
      pertaining to this Offering have been made available for inspection by the
      Subscriber, the Subscriber’s attorney and/or advisor(s);

	 	 	 
	 	(e) 	
      by execution hereof the Subscriber has waived the need
      for the Issuer to communicate its acceptance of the purchase of the
      Securities pursuant to this Subscription Agreement;

	 	 	 
	 	(f) 	
      the Issuer is entitled to rely on the representations and
      warranties and the statements and answers of the Subscriber contained in
      this Subscription Agreement and in the Certificate, and the Subscriber
      will hold harmless the Issuer from any loss or damage it may suffer as a
      result of the Subscriber’s failure to correctly complete this Subscription
      Agreement or the Certificate;

	 	 	 
	 	(g) 	
      the Subscriber shall indemnify and hold harmless the
      Issuer 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, the Certificate or in any other document
      furnished by the Subscriber to the Issuer 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
      Issuer in connection therewith;

	 	 	 
	 	(h) 	
      the issuance and sale of the Securities to the Subscriber
      will not be completed if it would be unlawful or if, in the discretion of
      the Issuer acting reasonably, it is not in the best interests of the
      Issuer;







Page 7 of 13 

	 	(i) 	
      the Subscriber has been advised to consult its own legal,
      tax and other advisors with respect to the merits and risks of an
      investment in the Securities and with respect to applicable resale
      restrictions and it is solely responsible (and the Issuer is not in any
      way responsible) for compliance with applicable resale
  restrictions;

	 	 	 
	 	(j) 	
      the Securities are not listed on any stock exchange or
      automated dealer quotation system and no representation has been made to
      the Subscriber that any of the Securities will become listed on any stock
      exchange or automated dealer quotation system, except that currently
      certain market makers make market in shares of common stock of the Issuer
      on the Financial Industry Regulatory Authority’s OTC Bulletin
  Board;

	 	 	 
	 	(k) 	
      neither the Commissions or similar regulatory authority
      has reviewed or passed on the merits of the Securities;

	 	 	 
	 	(l) 	
      no documents in connection with this Offering have been
      reviewed by the SEC or any state securities administrators;

	 	 	 
	 	(m) 	
      there is no government or other insurance covering any of
      the Securities; and

	 	 	 
	 	(n) 	
      this Subscription Agreement is not enforceable by the
      Subscriber unless it has been accepted by the Issuer, and the Subscriber
      acknowledges and agrees that the Issuer reserves the right to reject any
      subscription for any reason.



2.2       
Representations by the Subscriber 

The Subscriber represents and warrants to (on its own behalf
and, if applicable, on behalf of the Beneficial Purchaser from whom the
Subscriber is contracting hereunder) the Issuer that, as at the Agreement Date
and at the Closing: 

	 	(a) 	
      the Subscriber and any Beneficial Purchaser are U.S.
      Persons;

	 	 	 
	 	(b) 	
      the Subscriber has received and carefully read this
      Subscription Agreement;

	 	 	 
	 	(c) 	
      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 an entity, it is duly
      incorporated or organized and validly subsisting under the laws of its
      jurisdiction of incorporation or organization 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;

	 	 	 
	 	(d) 	
      the Subscriber understands and acknowledges that the
      Securities have not been registered under the 1933 Act or any state
      securities laws and that the sale of the Shares contemplated hereby is
      being made to a limited number of U.S. Accredited Investors in
      transactions not requiring registration under the 1933 Act; accordingly
      the Securities are “restricted securities” within the meaning of Rule
      144(a)(3) under the 1933 Act;

	 	 	 
	 	(e) 	
      the Subscriber acknowledges that the Issuer has not
      registered the offer and sale to the Subscriber of the Securities under
      the 1933 Act and the Subscriber acknowledges that there may be substantial
      restrictions on the transferability of, and that it may not be possible to
      liquidate its investment readily in, the Shares;

	 	 	 
	 	(f) 	
      the Subscriber is a U.S. Accredited Investor and
      acknowledges that it is acquiring the Shares as an investment for its own
      account or for the account of a U.S. Accredited Investor as to which it
      exercises sole investment discretion and not with a view to any resale,
      distribution or other disposition of the Shares in violation of the federal or
      state securities laws of the United States and the Subscriber has
  concurrently executed and delivered the Certificate;








Page 8 of 13 

	 	(g) 	
      the Subscriber will only offer, sell or otherwise
      transfer the Securities pursuant to an effective registration statement
      under the 1933 Act or pursuant to an exemption from the registration
      requirements imposed by the 1933 Act and in compliance with applicable
      state Securities Laws (and, in each case where there is no effective
      registration statement, only if an opinion of counsel of recognized
      standing reasonably satisfactory to the Issuer has been provided to the
      Issuer to that effect, if applicable);

	 	 	 
	 	(h) 	
      the Subscriber acknowledges and agrees that the
      Securities will be “restricted securities” within the meaning of Rule
      144(a)(3) under the 1933 Act and will remain “restricted securities”
      notwithstanding any resale within or outside the United States unless the
      sale is completed pursuant to an effective registration statement under
      the 1933 Act or is made in compliance with the exemption from registration
      provided by Rule 144 promulgated under the 1933 Act;

	 	 	 
	 	(i) 	
      the Subscriber understands and agrees that there may be
      material tax consequences to it of an acquisition, holding or disposition
      of the Securities. The Issuer gives no opinion and makes no representation
      with respect to the tax consequences under United States, state, local or
      foreign tax law of the acquisition, holding or disposition of such
      securities, and the Subscriber acknowledges that it is solely responsible
      for determining the tax consequences of its investment;

	 	 	 
	 	(j) 	
      the Subscriber understands that none of the Shares may be
      sold or transferred in the United States or to a U.S. Person unless an
      exemption is available from the registration requirements of the 1933 Act
      and any other applicable Securities Laws;

	 	 	 
	 	(k) 	
      the Subscriber understands that if it decides to offer,
      sell, pledge or otherwise transfer the Shares, such securities may be
      offered, sold or otherwise transferred only: (A) to the Issuer; (B)
      pursuant to an effective registration statement under the 1933 Act, (C) in
      accordance with Rule 144 under the 1933 Act, if available, and in
      compliance with applicable state Securities Laws, (D) in accordance with
      the provisions of Regulation S, if available, or (E) in a transaction that
      does not otherwise require registration under the 1933 Act or any other
      applicable Securities Laws and in the case of an offer or sale pursuant to
      an exemption from the registration requirements of the 1933 Act, the
      Issuer may require, as a condition of granting its consent, a legal
      opinion of a firm reasonably acceptable to the Issuer confirming that the
      sale is not subject to the registration requirements of the 1933
    Act;

	 	 	 
	 	(l) 	
      the purchase of the Shares has not been made through or
      as a result of any general solicitation or general advertising (as such
      terms are defined in Rule 502(c) of Regulation D), any press release, or
      any seminar or meeting whose attendees have been invited by general
      solicitation or general advertising and the distribution of the Shares has
      not been accompanied by any advertisement, including, without limitation,
      in printed public media, radio, television or telecommunications,
      including electronic display or as part of a general
solicitation

	 	 	 
	 	(m) 	
      the Subscriber and any Beneficial Purchaser are aware
      that an investment in the Issuer is speculative and involves certain
      risks, including the possible loss of the investment;

	 	 	 
	 	(n) 	
      the decision to execute this Subscription Agreement and
      purchase the Securities 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 Issuer and such decision is based entirely upon a
      review of any public information which has been filed by the Issuer with
      the U.S. Securities and Exchange Commission in compliance, or intended
      compliance, with applicable securities
legislation;








Page 9 of 13 

	 	(o) 	
      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;

	 	 	 
	 	(p) 	
      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;

	 	 	 
	 	(q) 	
      the Subscriber and any Beneficial Purchaser have 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
      Securities and the Issuer, and the Subscriber is providing evidence of
      such knowledge and experience in these matters through the information
      requested in the Certificate;

	 	 	 
	 	(r) 	
      the Subscriber understands and agrees that the Issuer and
      others will rely upon the truth and accuracy of the acknowledgements,
      representations and agreements contained in this Subscription Agreement,
      and agrees that if any of such acknowledgements, representations and
      agreements are no longer accurate or have been breached, the Subscriber
      shall promptly notify the Issuer;

	 	 	 
	 	(s) 	
      all information contained in the Certificate is complete
      and accurate and may be relied upon by the Issuer, and the Subscriber will
      notify the Issuer immediately of any material change in any such
      information occurring prior to the closing of the purchase of the
      Securities;

	 	 	 
	 	(t) 	
      the Subscriber is not an underwriter of, or dealer in,
      the shares of common stock of the Issuer, nor is the Subscriber
      participating, pursuant to a contractual agreement or otherwise, in the
      distribution of the Securities;

	 	 	 
	 	(u) 	
      the Subscriber understands and agrees that none of the
      Securities 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 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 securities
      laws;

	 	 	 
	 	(v) 	
      the Subscriber has made an independent examination and
      investigation of an investment in the Securities and the Issuer and has
      depended on the advice of its legal and financial advisors and agrees that
      the Issuer will not be responsible in any way whatsoever for the
      Subscriber’s decision to invest in the Securities of the Issuer;

	 	 	 
	 	(w) 	
      if the Subscriber is acquiring the Securities as a
      fiduciary or agent for one or more investor accounts, the investor
      accounts for which the Subscriber acts as a fiduciary or agent satisfy the
      definition of an “Accredited Investor”, as the term is defined under
      Regulation D of the 1933 Act;

	 	 	 
	 	(x) 	
      if the Subscriber is acquiring the Securities as a
      fiduciary or agent for one or more investor accounts, the Subscriber has
      sole investment discretion with respect to each such account, and the
      Subscriber has full power to make the foregoing acknowledgements,
      representations and agreements on behalf of such account;

	 	 	 
	 	(y) 	
      the Subscriber (and, if applicable, others for whom it is
      contracting hereunder) is not:




	 	(i) 	
      a licensed broker or dealer in the United
  States,

	 	 	 
	 	(ii) 	
      an affiliate of a licensed broker or dealer in the United
      States,







Page 10 of 13 

	 	(iii) 	
      acting as an underwriter (as that term is defined in
      Section 2(11) of the 1933 Act) in respect of the Shares, or

	 	 	 
	 	(iv) 	
      an affiliate of any person that is acting as an
      underwriter (as that term is defined in Section 2(11) of the 1933 Act) in
      respect of the Shares; and




	 	(z) 	
      no person has made to the Subscriber or any Beneficial
      Purchaser any written or oral representations:

	 	 	 	 
	 		(i) 	
      that any person will resell or repurchase any of the
      Securities;

	 	 	 	 
	 		(ii) 	
      that any person will refund the purchase price of any of
      the Securities;

	 	 	 	 
	 		(iii) 	
      as to the future price or value of any of the Securities;
      or

	 	 	 	 
	 		(iv) 	
      that any of the Securities will be listed and posted for
      trading on any stock exchange or automated dealer quotation system or that
      application has been made to list and post any of the Securities of the
      Issuer on any stock exchange or automated dealer quotation
  system.



2.3       
Reliance, indemnity and notification of changes 

The representations and warranties in the Subscription
Agreement (including the first (cover) page, the Terms on page 3, the General
Provisions on pages 5 to 12 and the other schedules and appendices incorporated
by reference) are made by the Subscriber with the intent that they be relied
upon by the Issuer in determining its suitability as a purchaser of Securities,
and the Subscriber hereby agrees to indemnify the Issuer against all losses,
claims, costs, expenses and damages or liabilities which any of them may suffer
or incur as a result of reliance thereon. The Subscriber undertakes to notify
the Issuer immediately of any change in any representation, warranty or other
information relating to the Subscriber set forth in the Subscription Agreement
(including the first (cover) page, the Terms on page 3, the General Provisions
on pages 5 to 12 and the other schedules and appendices incorporated by
reference) which takes place prior to the Closing. 

2.4        Survival
of representations and warranties 

The representations and warranties contained in this Section
will survive the Closing. 

3.        
 ACKNOWLEDGEMENT AND WAIVER 

The Subscriber has acknowledged that the decision to acquire
the Securities was solely made on the basis of publicly available information.
The Subscriber hereby waives, to the fullest extent permitted by law, any rights
of withdrawal, rescission or compensation for damages to which the Subscriber
might be entitled in connection with the distribution of any of the Securities.





Page 11 of 13 

4.        
 COLLECTION OF PERSONAL INFORMATION 

4.1        The
Subscriber acknowledges and consents to the fact that the Issuer is collecting
the Subscriber’s personal information for the purpose of fulfilling this
Subscription Agreement and completing the offering. The Subscriber’s personal
information (and, if applicable, the personal information of those on whose
behalf the Subscriber is contracting hereunder) may be disclosed by the Issuer
to (a) stock exchanges or securities regulatory authorities, (b) the Issuer’s
registrar and transfer agent, and (c) any of the other parties involved in the
Offering, including legal counsel, and may be included in record books in
connection with the offering. By executing this Subscription Agreement, the
Subscriber is deemed to be consenting to the foregoing collection, use and
disclosure of the Subscriber’s personal information (and, if applicable, the
personal information of those on whose behalf the Subscriber is contracting
hereunder) and to the retention of such personal information for as long as
permitted or required by law or business practice. Notwithstanding that the
Subscriber may be purchasing Securities as agent on behalf of an undisclosed
principal, the Subscriber agrees to provide, on request, particulars as to the
identity of such undisclosed principal as may be required by the Issuer in order
to comply with the foregoing. 

4.2        Furthermore, the
Subscriber is hereby notified that the Issuer may deliver to the SEC certain
personal information pertaining to the Subscriber, including such Subscriber’s
full name, residential address and telephone number, the number of shares or
other securities of the Issuer owned by the Subscriber, the number of Securities
purchased by the Subscriber and the total purchase price paid for such
Securities, the prospectus exemption relied on by the Issuer and the date of
distribution of the Securities. 

5.        
 ISSUER’S ACCEPTANCE 

The Subscription Agreement, when executed by the Subscriber,
and delivered to the Issuer, will constitute a subscription for the Shares which
will not be binding on the Issuer until accepted by the Issuer by executing the
Subscription Agreement in the space provided on the face page(s) of the
Subscription Agreement and, notwithstanding the Agreement Date, if the Issuer
accepts the subscription by the Subscriber, the Subscription Agreement will be
entered into on the date of such execution by the Issuer. 

6.         
CLOSING 

6.1        On or before
the end of the business day before the Closing Date, the Subscriber shall
deliver to the Issuer or the Issuer’s lawyers the Subscription Agreement and all
applicable schedules and required forms, duly executed, and wire payment in full
for the total price of the Shares to be purchased by the Subscriber to the
Issuer’s lawyers pursuant to the wiring instruction provided by the Issuer or
the Issuer’s lawyers. After the funds are delivered to the Issuer’s lawyers,
those lawyers are authorized to immediately release the funds to the Issuer.


6.2        At Closing,
the Issuer will deliver to the Subscriber the certificates representing the
Shares purchased by the Subscriber registered in the name of the Subscriber or
its nominee, or as directed by the Subscriber.

6.3        Where the
funds for the purchase of the Shares are delivered to the Issuer’s lawyers, the
Issuer is entitled to treat such funds as an interest free loan to the Issuer
until such time as the subscription for the Shares is accepted and the
certificates representing the Shares have been issued to the Subscriber. 

7.         
LEGENDS 

7.1        The Subscriber
acknowledges that, in addition to the other legends that may be required by
Securities Laws, the certificates representing the Shares will bear the
following legend: 




Page 12 of 13 


  
    “THESE SECURITIES HAVE NOT BEEN REGISTERED WITH
      THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
      OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”),
      AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT 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 ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.”
    

  



8.        
 MISCELLANEOUS 

8.1        The
Subscriber agrees to sell, assign or transfer the Securities only in accordance
with the requirements of applicable securities laws and any legends placed on
the Securities as contemplated by the Subscription Agreement. 

8.2        The
Subscriber hereby authorizes the Issuer to correct any minor errors in, or
complete any minor information missing from any part of the Subscription
Agreement and any other schedules, forms, certificates or documents executed by
the Subscriber and delivered to the Issuer in connection with the Offering. 

8.3        The Issuer will
be entitled to rely on delivery by facsimile machine or e-mail of an executed
copy of this Subscription Agreement, and acceptance by the Issuer of such
facsimile or e-mail copy shall be equally effective to create a valid and
binding agreement between the Subscriber and the Issuer in accordance with the
terms hereof. If less than a complete copy of this Subscription Agreement is
delivered to the Issuer at Closing, the Issuer and its counsel are entitled to
assume that the Subscriber accepts and agrees to all of the terms and conditions
of the pages not delivered at Closing unaltered. This Subscription Agreement may
be executed in two or more counterparts, each of which shall be deemed to be an
original and all of which together shall constitute one and the same
Subscription Agreement. 

8.4        Without
limitation, this subscription and the transactions contemplated by this
Subscription Agreement are conditional upon and subject to the Issuer’s having
obtained such regulatory approval of this subscription and the transactions
contemplated by this Subscription Agreement as the Issuer considers necessary.


8.5        This
Subscription Agreement is not assignable or transferable by the parties hereto
without the express written consent of the other party to this Subscription
Agreement. 

8.6        Time is of
the essence of this Subscription Agreement. 

8.7        Except as
expressly provided in this Subscription Agreement and in the agreements,
instruments and other documents contemplated or provided for in this
Subscription Agreement, this Subscription Agreement contains the entire
agreement between the parties with respect to the Securities and there are no
other terms, conditions, representations or warranties whether expressed,
implied, oral or written, by statute, by common law, by the Issuer, or by anyone
else. 

8.8        The parties
to this Subscription Agreement may amend this Subscription Agreement only in
writing. 

8.9        This Subscription
Agreement enures to the benefit of and is binding upon the parties to this
Subscription Agreement and their successors and permitted assigns. 

8.10      A party to this Subscription
Agreement will give all notices to or other written communications with the
other party to this Subscription Agreement concerning this Subscription
Agreement by hand or by registered mail addressed to the address given on page
1. 

8.11      This Subscription Agreement
is to be read with all changes in gender or number as required by the context.





Page 13 of 13 

8.12      This Subscription Agreement
will be governed by and construed in accordance with the internal laws of State
of Nevada (without reference to its rules governing the choice or conflict of
laws). 

End of General Provisions 

End of Subscription Agreement