ex101.htm


    September
      18, 2006

    


    To
      the
      Board of Directors of

    Zingerang,
      Inc. (the "Company"):

    


    Gentlemen:

    


    The
      undersigned (the Subscriber”) hereby subscribes to purchase ______ shares of
      Zingerang, Inc.’s common stock (the “Founders Shares”) at a price of $0.00025
      per share, representing a total purchase price of ________

    


    As
      a
      purchaser of Founders Shares offered to founders, the Subscriber understands
      that, the Company intends to offer additional shares of common stock in one
      or
      more private offerings (the "Private Offerings"). After the completion of the
      Private Offerings, the Company has agreed to file with the Securities and
      Exchange Commission ("SEC") an SB-2 registration statement (the "Registration
      Statement") to register certain shares of common stock described in its Private
      Offerings and to exercise its reasonable best efforts to cause the Registration
      Statement to become effective. The Company has also agreed to request a
      broker-dealer to file with the National Association of Securities Dealers,
      Inc.
      (the "NASD") to secure the listing or quotation of its Common Stock on the
      Over
      the Counter Bulletin Board market maintained by the NASD.

    


    As
      an
      inducement to the purchasers of the Private Offerings and to NASD market makers
      to establish a public market for the common stock, the undersigned hereby agrees
      that from the date hereof
      and until
      two (2)
      years after the Registration Statement is declared effective by the SEC (the
      “Lock-up Term”), the Subscriber will not sell or offer to sell any unregistered
      shares of the Company's common stock which the Subscriber owns as may be
      permitted pursuant to Rule 144 promulgated under the Securities Act of 1933,
      as
      amended (the “Securities Act”). 

    


    Any
      shares of common stock acquired by the undersigned in the Private Offerings
      and
      included in the Registration Statement will not be subject to the lock-up
      provisions of this Agreement.

    


    Once
      the
      Lock-up Term has expired, the Subscriber will be entitled to piggyback
      registration rights. If the Company proposes to file a registration statement
      under the Securities Act with respect to an offering for its own account of
      any
      class of its equity securities (other than a registration statement on Form
      S-8
      (or any successor form) or any other registration statement relating solely
      to
      employee benefit plans or filed in connection with an exchange offer, a
      transaction to which Rule 145 (or any successor provision) under the Securities
      Act applies or an offering of securities solely to the Company's existing
      shareholders), then the Company shall in each case give written notice of such
      proposed filing to the Subscriber as soon as practicable (but no later than
      20
      business days) before the anticipated filing date, and such notice shall offer
      the Subscriber the opportunity to register such number of Founders Shares the
      Subscriber may request. The Subscriber shall so advise the Company in writing
      within 10 business days after the date on which the Company’s notice is so
      given, setting forth the number of Founders Shares for which registration is
      requested. If the Company’s offering is to be an underwritten offering, the
      Company shall use its reasonable best efforts to cause the managing underwriter
      or underwriters to permit the Subscriber to include the requested number of
      Founders Shares in such offering on the same terms and conditions as any similar
      securities of the Company included therein. Once the registration statement
      is
      declared effective by the SEC, the Subscriber will not sell or distribute more
      than 25% of Subscriber’s Founders Shares included in the registration every
      ninety (90) days.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    In
      furtherance of the foregoing, the Company and its transfer agent and registrar
      are hereby authorized to decline to remove restrictive legends from any share
      certificates held by the undersigned if such removal would constitute a
      violation or breach of this Agreement.

    


    This
      agreement shall be binding on the Subscriber and the successors, heirs, personal
      representatives and assigns of the Subscriber.

    


    


    _______________________________  

    Signature    

    


    _______________________________

    Name
      of
      Subscriber (printed)

    


    _______________________________

    Street
      Address

    


    _______________________________

    City   State 
      Zip

    


    _______________________________

    Tax
      I.D.
      Number

    


    _______________________________

    Telephone

    


    _______________________________

    Email

    


    This
      Subscription Agreement is agreed to and accepted as of September  ,
      2006.

     

     

    
      	 	 	 
	 	ZINGERANG, INC.
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
              
                

              

              Name:
                Derek McLeish

              Title:
                Chief Executive Officer