Unassociated Document


    THE
      SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
      OF
      1933 (THE "SECURITIES ACT", AND ARE PROPOSED TO BE ISSUED IN RELIANCE UPON
      AN
      EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED
      BY
      REGULATION S PROMULGATED UNDER THE SECURITIES ACT. UPON ANY SALE, SUCH
      SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED
      IN
      THE UNITED STATES OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS
      OF
      REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT,
      OR
      PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.
      HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
      COMPLIANCE WITH THE SECURITIES ACT.

     

    REGULATION
      S SUBSCRIPTION AGREEMENT

     

    THIS
      AGREEMENT is made
      effective as of the ___ day of January 2008.

     

    BETWEEN:                                               PURCHARGERS,  accredited
      investors who are not residents in the United State. 
      	    		    (hereinafter called the "Subscriber") 

    

     

    OF
      THE FIRST PART

     

    AND:

     

    SUNRISE
      MINING CORPORATION, a Nevada corporation with address at: 1108 West
      Valley Blvd, STE 6-399, Alhambra, CA 9180, United States

     

    (hereinafter
      called the "Corporation")

     

    OF
      THE SECOND PART

     

    THE
      PARTIES HEREBY AGREE AS
      FOLLOWS :

     

    1.                     
      DEFINITIONS

     

    1.1                    The
      following terms will have the following meanings for all purposes of this
      Agreement.

    


    
      	
            	
              (a)

            	
              "Agreement"
                means this Agreement, and all schedules and amendments to in the
                Agreement.

            
	
            	
            	
            
	
            	
              (b)

            	
              "Common
                Stock" means the shares of Common Stock of the Corporation, $0.001
                par
                value per share.

            
	
            	
            	
            
	
            	
              (c)

            	
              "Exchange
                Act" means the United States Securities Exchange Act of 1934, as
                amended.

            
	
            	
            	
            
	
            	
              (d)

            	
              "Subscriber"
                means the Subscriber executing the signature page to this
                Agreement.

            
	
            	
            	
            
	
            	
              (e)

            	
              "Offering"
                means the offering of the Units by the
                Corporation.

            


    

     

    
1
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
            	
              (f)

            	
              "Purchase
                Price" means the purchase price payable by the Subscriber to the
                Corporation in consideration for the purchase and sale of the Units
                in
                accordance with Section 2.1 of this Agreement.

            
	
            	
            	
            
	
            	
              (g)

            	
              "SEC"
                means the United States Securities and Exchange
                Commission.

            
	
            	
            	
            
	
            	
              (h)

            	
              "Securities
                Act" means the United States Securities Act of 1933, as
                amended.

            
	
            	
            	
            
	
            	
              (i)

            	
              "Shares"
                means those shares of Common Stock to be purchased by the Subscriber
                and
                comprising a portion of the Units.

            
	
            	
            	
            
	
            	
              (j)

            	
              "Unit"
                means a unit consisting of one (1) Share and one (1)
                Warrant.

            
	
            	
            	
            
	
            	
              (k)

            	
              "Warrant"
                means one full share purchase warrant entitling the Holder to purchase
                one
                Share at a price of $.10 per share during the period from the date
                of
                issue to the date that is three (3) years from the date of
                issue.

            
	
            	
            	
            
	
            	
              (l)

            	
              "Warrant
                Shares" means the Common Stock issuable upon exercise of the
                Warrants.

            


    

     

    1.2                    All
      dollar amounts referred to in this agreement are in United States currency,
      unless expressly stated otherwise.

     

    2.                     
      PURCHASE AND SALE OF
      UNITS

     

    2.1                    Subject
      to the terms and conditions of this Agreement, the Subscriber hereby subscribes
      for and agrees to purchase from the Corporation such number of Units as is
      set
      forth upon the signature page hereof at a price equal to $.04 per Unit. Upon
      execution, the subscription by the Subscriber will be irrevocable.

     

    2.2                    The
      Purchase Price is payable by the Subscriber on execution of this Subscription
      Agreement and will be advanced to the Corporation.

     

    2.3                   
      Upon execution by the Corporation, the Corporation agrees to sell such Units
      to
      the Subscriber for the Purchase Price subject to the Corporation's right to
      sell
      to the Subscriber such lesser number of Units as it may, in its sole discretion,
      deem necessary or desirable.

     

    2.4                    Any
      acceptance by the Corporation of the Subscription is conditional upon compliance
      with all securities laws and other applicable laws of the jurisdiction in which
      the Subscriber is resident. Each Subscriber will deliver to the Corporation
      all
      other documentation, agreements, representations and requisite government forms
      required by the lawyers for the Corporation as required to comply with all
      securities laws and other applicable laws of the jurisdiction of the
      Subscriber.

     

    2.5                    Pending
      acceptance of this subscription by the Corporation, all funds paid by the
      Subscriber shall be deposited by the Corporation and immediately available
      to
      the Corporation for its corporate purposes. In the event the subscription is
      not
      accepted, the subscription funds will constitute a non-interest bearing demand
      loan of the Subscriber to the Corporation.

     

    2.6                   
      The Subscriber hereby authorizes and directs the Corporation to deliver the
      securities to be issued to such Subscriber to the Subscriber's address for
      notice indicated in Section 5.1 of this Agreement.

     

     

    2

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    2.7                   
      The Subscriber acknowledges and agrees that the subscription for the Units
      and
      the Corporation's acceptance of the subscription is not subject to any minimum
      subscription for the Offering.

     

    2.8                   
      The Subscriber acknowledges and agrees that no underwriters were used in
      connection with this private placement and no commission was incurred in
      connection with this private placement.   .

     

    3.                     
      REGULATION S AGREEMENTS OF
      THE
      SUBSCRIBER

     

    3.1                    The
      Subscriber represents and warrants to the Corporation that the Subscriber is
      not
      a "U.S. Person" as defined by Regulation S of the Securities Act and is not
      acquiring the Units for the account or benefit of a U.S. Person.

     

    A
      "U.S. Person" is defined by Regulation S of the Securities Act to be any person
      who is:

    


    
      	
            	
              (a)

            	
              any
                natural person resident in the United States;

            
	
            	
            	
            	
            
	
            	
              (b)

            	
              any
                partnership or corporation organized or incorporated under the laws
                of the
                United States;

            
	
            	
            	
            	
            
	
            	
              (c)

            	
              any
                estate of which any executor or administrator is a U.S.
                person;

            
	
            	
            	
            	
            
	
            	
              (d)

            	
              any
                trust of which any trustee is a U.S. person;

            
	
            	
            	
            	
            
	
            	
              (e)

            	
              any
                agency or branch of a foreign entity located in the United
                States;

            
	
            	
            	
            	
            
	
            	
              (f)

            	
              any
                non-discretionary account or similar account (other than an estate
                or
                trust) held by a dealer or other fiduciary organized, incorporate,
                or (if
                an individual) resident in the United States; and

            
	
            	
            	
            	
            
	
            	
              (g)

            	
              any
                partnership or corporation if:

            
	
            	
            	
            	
            
	
            	 	
              (i)

            	
              organized
                or incorporated under the laws of any foreign jurisdiction;
                and

            
	
            	
            	
            	
            
	
            	 	
              (ii)

            	
              formed
                by a U.S. person principally for the purpose of investing in securities
                not registered under the Securities Act, unless it is organized or
                incorporated, and owned, by accredited Subscribers [as defined in
                Section
                230.501(a) of the Securities Act] who are not natural persons, estates
                or
                trusts.

            


    

     

    3.2                   
      The Subscriber acknowledges that the Subscriber was not in the United States
      at
      the time the offer to purchase the Units was received.

     

    3.3                   
      The Subscriber acknowledges that the Units, the Shares the Warrants and the
      Warrant Shares are "restricted securities" within the meaning of the Securities
      Act and will be issued to the Subscriber in accordance with Regulation S of
      the
      Securities Act.

     

    3.4                   
      The Subscriber agrees not to engage in hedging transactions with regard to
      the
      Units, the Shares, the Warrants or the Warrant Shares unless in compliance
      with
      the Securities Act.

     

     

    3

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.5                    The
      Subscriber and the Corporation agree that the Corporation will refuse to
      register any transfer of the Units, the Shares, the Warrants or the Warrant
      Shares not made in accordance with the provisions of Regulation S of the
      Securities Act, pursuant to registration under the Securities Act, pursuant
      to
      an available exemption from registration, or pursuant to this
      Agreement.

     

    3.6                    The
      Subscriber agrees to resell the Units, the Shares, the Warrants and the Warrant
      Shares only in accordance with the provisions of Regulation S of the Securities
      Act, pursuant to registration under the Securities Act, or pursuant to an
      available exemption from registration pursuant to the Securities
      Act.

     

    3.7                    The
      Subscriber acknowledges and agrees that all certificates representing the Units,
      the Shares, the Warrants and the Warrant Shares will be endorsed with the
      following legend in accordance with Regulation S of the Securities
      Act:

     

    "THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933 (THE "SECURITIES ACT", AND HAVE BEEN ISSUED IN RELIANCE
      UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
      PROVIDED BY REGULATION S PROMULGATED UNDER THE SECURITIES ACT. SUCH SECURITIES
      MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN
      ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE
      REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
      FROM REGISTRATION UNDER THE SECURITIES ACT. HEDGING TRANSACTIONS INVOLVING
      THE
      SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT."
      

     

    4.                     
      REPRESENTATIONS AND WARRANTIES
      OF THE SUBSCRIBER

     

    The
      Subscriber, represents and warrants to the Corporation as follows, and
      acknowledges that the Corporation is relying upon such covenants,
      representations and warranties in connection with the sale of the Units to
      such
      Subscriber:

     

    4.1                    The
      Subscriber is an investor in securities of companies in the development stage
      and acknowledges that it is able to fend for itself, can bear the economic
      risk
      of its investment, and has such knowledge and experience in financial or
      business matters such that it is capable of evaluating the merits and risks
      of
      the investment in the Units. The Subscriber can bear the economic risk of this
      investment, and was not organized for the purpose of acquiring the
      Units.

     

    4.2                    The
      Subscriber has had full opportunity to review the Corporation's filings with
      the
      SEC pursuant to the Exchange Act, including the Corporation's annual reports
      on
      Form 10-KSB and quarterly reports on Form 10-QSB, and additional information
      regarding the business and financial condition of the Corporation. The
      Subscriber believes it has received all the information it considers necessary
      or appropriate for deciding whether to purchase the Units. The Subscriber
      further represents that it has had an opportunity to ask questions and receive
      answers from the Corporation regarding the terms and conditions of the Offering
      and the business, properties, prospects and financial condition of the
      Corporation. The Subscriber has had full opportunity to discuss this information
      with the Subscriber's legal and financial advisers prior to execution of this
      Agreement.

     

    4.3                    The
      Subscriber believes it has received all the information it considers necessary
      or appropriate for deciding whether to purchase the Units. The Subscriber
      further represents that it has had an opportunity to ask questions and receive
      answers from the Corporation regarding the terms and conditions of the Offering
      and the business, properties, prospects and financial condition of the
      Corporation. The Subscriber has had full opportunity to discuss this information
      with the Subscriber's legal and financial advisers prior to execution of this
      Agreement.

     

     

    4

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.4                   
      The Subscriber acknowledges that the offering of the Units by the Corporation
      has not been reviewed by the SEC and that the Units are being issued by the
      Corporation pursuant to an exemption from registration under the Securities
      Act.

     

    4.5                    The
      Subscribers understands that the Units it is purchasing are characterized as
      "restricted securities" under the Securities Act inasmuch as they are being
      acquired from the Corporation in a transaction not involving a public offering
      and that under such laws and applicable regulations such securities may be
      resold without registration under the Securities Act only in certain limited
      circumstances. In this connection, the Subscriber represents that it is familiar
      with SEC Rule 144, as presently in effect, and understands the resale
      limitations imposed thereby and by the Securities Act.

     

    4.6                   
      The Units will be acquired by the Subscriber for investment for the Subscriber's
      own account, not as a nominee or agent, and not with a view to the resale or
      distribution of any part thereof, and that the Subscriber has no present
      intention of selling, granting any participation in, or otherwise distributing
      the same. The Subscriber does not have any contract, undertaking, agreement
      or
      arrangement with any person to sell, transfer or grant participations to such
      person or to any third person, with respect to any of the Units.

     

    4.7                    An
      investment in the Corporation is highly speculative and only Subscribers who
      can
      afford the loss of their entire investment should consider investing in the
      Corporation and the Units. The Subscriber is financially able to bear the
      economic risks of an investment in the Corporation.

     

    4.8                    The
      Subscriber recognizes that the purchase of the Units involves a high degree
      of
      risk in that the Corporation is in the early stages of development of its
      business and may require substantial funds in addition to the proceeds of this
      private placement.

     

    4.9                   
      The Subscriber is not aware of any advertisement of the Units.

     

    4.10                  This
      Agreement has been duly authorized, validly executed and delivered by the
      Subscriber.

     

    4.11                 
      The Subscriber has satisfied himself or herself as to the full observance of
      the
      laws of his or her jurisdiction in connection with any invitation to subscribe
      for the Units or any use of this Agreement, including (i) the legal requirements
      within his jurisdiction for the purchase of the Units; (ii) any foreign exchange
      restrictions applicable to such purchase; (iii) any governmental or other
      consents that may need to be obtained; (iv) the income tax and other tax
      consequences, if any, that may be relevant to an investment in the Units; and
      (v) any restrictions on transfer applicable to any disposition of the Units
      imposed by the jurisdiction in which the Subscriber is resident.

     

    5.                     
      MISCELLANEOUS

     

    5.1                    Any
      notice or other communication given hereunder shall be deemed sufficient if
      in
      writing and sent by registered or certified mail, return receipt requested,
      addressed to the Corporation, at its corporate office at 1108 West Valley Blvd
      STE 6-399, Alhambra, CA 91803, United States, Attention: Investor Relationship,
      and to the Subscriber at his address provided in 5.3. of this
      agreement. Notices shall be deemed to have been given on the date of
      mailing, except notices of change of address, which shall be deemed to have
      been
      given when received.

     

     

    5

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

    

    5.2                   
      The parties agree to execute and deliver all such further documents, agreements
      and instruments and take such other and further action as may be necessary
      or
      appropriate to carry out the purposes and intent of this Subscription
      Agreement.

     

    5.3                    Notwithstanding
      the place where this Subscription Agreement may be executed by any of the
      parties hereto, the parties expressly agree that all the terms and provisions
      hereof shall be construed in accordance with and governed by the laws of the
      State of Nevada.

     

    IN
      WITNESS WHEREOF, this
      Subscription Agreement is executed as of the day and year first written
      above.

    


    
      	
              Number
                of Units Subscribed For:

            	
               

            
	
            	
            
	
              Signature
                of Subscriber or

            	
            
	
              Authorized
                Signatory for Subscriber:

            	
            
	
              (if
                Subscriber is not an individual)

            	
               

            
	
            	
            
	
              Name
                of Authorized Signatory for Subscriber:

            	
            
	
              (if
                Subscriber is not an individual)

            	 
	
            	
            
	
              Name
                of Subscriber:

            	 
	
            	
            
	
              Address
                of Subscriber:

            	 
	
            	
            
	
            	 
	
            	
            
	
              Jurisdiction
                of Incorporation of Subscriber:

            	
            
	
              (If
                Subscriber is a Corporation)

            	 
	
            	
            
	
              Registration
                Instructions :

            	
            
	
            	
            
	
              Name:

            	
            
	
            	
            
	
              Account
                Reference (if applicable):

            	
            
	
            	
            
	
              Address

            	
            
	
            	
            
	
            	
            
	
            	
            
	
            	
            
	
              ACCEPTED
                BY:

            	
            
	
            	
            
	
              SUNRISE
                MINING CORPORATION.

            	
            
	
            	
            
	
              Signature
                Of Authorized Signatory:

            	
                                                                            
                :

            
	
            	
            
	
              Name
                of Authorized Signatory:

            	
               

            
	
            	
            
	
               Position
                of Authorized
                Signatory:

            	
               

            
	
            	
            
	
              Date
                of Acceptance:

            	
               

            


    

     

     

     

    
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