Unassociated Document


    


    VORTEX
RESOURCES CORP.

    Subscription
Agreement

    


    VORTEX
RESOURCES CORP.

    9107
Wilshire Blvd.  Suite 450

    Beverly
Hills, CA 90210

    


    Gentlemen:

    


    You have
informed the undersigned (the “Purchaser”) that VORTEX RESOURCES CORP., a
Delaware corporation, (the “Company”) wishes to raise a minimum of Seventy Five
Thousand Dollars ($75,000) from various persons by selling up to 5,000,000
shares of the Company’s Common Stock, $0.001 par value (the “Shares”), at a
price of Fifteen Cents ($0.15) per Share.

    


    I have
received, read, and understand the Limited Offering Memorandum dated January 23,
2009 (the “Memorandum”).  I further understand that my rights and
responsibilities as a Purchaser will be governed by the terms and conditions of
this Subscription Agreement, the Memorandum and the Shares (the “Share
Documents”).  I understand that you will rely on the following
information to confirm that I am an “Accredited Investor”, as defined in
Regulation D promulgated under the Securities Act of 1933, as amended (the
“Securities Act”), or one of 35 Non-Accredited Investors that will be allowed to
purchase Shares in this Offering (subject to Company approval), and that I am
qualified to be a Purchaser.

    


    This
Subscription Agreement is one of a number of such subscriptions for
Shares.  By signing this Subscription Agreement, I offer to purchase
and subscribe from the Company the number of Shares set forth below on the terms
specified herein.  The Company reserves the right, in its complete
discretion, to reject any subscription offer or to reduce the number of Shares
allotted to me.  If this offer is accepted, the Company will execute a
copy of this Subscription Agreement and return it to me. I understand that
commencing on the date of this Memorandum all funds received by the Company in
full payment of subscriptions for Shares will be deposited in an escrow account.
The Company has set a minimum offering proceeds figure of $75,000 for this
Offering.  All proceeds from the sale of Shares will be delivered
directly to the Company and be available for its use.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    1.  Accredited
Investor.  I am an Accredited Investor because I qualify within
one of the following categories:

    


    Please
Check The Appropriate Category

    


    _____  $1,000,000
Net Worth.

    A natural
person whose individual net worth, or joint net worth with that person’s spouse,
at the time of his purchase exceeds $1,000,000.

    


    ______________

    Purchaser’s
Initials

    


    _____  $200,000/$300,000
Income.

    A natural
person who had an individual income in excess of $200,000 (including
contributions to qualified employee benefit plans) or joint income with such
person’s spouse in excess of $300,000 per year in each of the two most recent
years and who reasonably expects to attain the same individual or joint levels
of income (including such contributions) in the current year.

    


    _____  Director
or Officer of Issuer.

    Any
director or executive officer of the Company

    


    _____  All
Equity Owners In Entity Are Accredited.

    An
entity, (i.e. corporation, partnership, trust, IRA, etc.) in which all of the
equity owners are Accredited Investors as defined herein.

    


    _____  Corporation.

    A
corporation not formed for the specific purpose of acquiring the Shares offered,
with total assets in excess of $5,000,000.

    


    _____  Other
Accredited Investor.

    Any
natural person or entity which qualifies as an Accredited Investor pursuant to
Rule 501(a) of Regulation D promulgated under the Act;  specify basis
for qualification:

    


    
      
        

      

       

    

    
      

    

     

    
      

    

     

    ______One
of 35  Non-Accredited Investors that may be allowed to invest in the
offering

    


    2.  Representations and
Warranties.  I represent and warrant to the Company
that:

    


    (a) I (i)
have adequate means of providing for my current needs and possible contingencies
and I have no need for liquidity of my investment in the Shares,  (ii)
can bear the economic risk of losing the entire amount of my investment in
Shares, and  (iii) have such knowledge and experience that I am
capable of evaluating the relative risks and merits of this investment; (iv) the
purchase of Shares is consistent, in both nature and amount, with my overall
investment program and financial condition.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              (a)
      The address set forth below is my true and correct residence, and I have
      no intention of
      becoming a resident of any other state or
    jurisdiction.

            


    

    


    
      	
              (b)
      I have not utilized the services of a “Purchaser Representative” (as
      defined in Regulation
      D promulgated under the Securities Act) because I am a sophisticated,
      experienced investor, capable of determining and understanding the risks
      and merits of this
investment.

            


    

    


    ______________

    Purchaser’s
Initials

    


    (d) I
have received and read, and am familiar with the Share Documents, including the
Memorandum and the forms of certificate for Shares.  All documents,
records and books pertaining to the Company and the Shares requested by me,
including all pertinent records of the Company, financial and otherwise, have
been made available or delivered to me.

    


    (e) I
have had the opportunity to ask questions of and receive answers from the
Company’s officers and representatives concerning the Company’s affairs
generally and the terms and conditions of my proposed investment in the
Shares.

    


    (f) I
understand the risks implicit in the business of the Company.  Among
other things, I understand that there can be no assurance that the Company will
be successful in obtaining the funds necessary for its success.  If
only a fraction of the maximum amount of the Offering is raised, the Company may
not be able to expand as rapidly as anticipated, and proceeds from this Offering
may not be sufficient for the Company’s long term needs.

    


    (g) Other
than as set forth in the Memorandum, no person or entity has made any
representation or warranty whatsoever with respect to any matter or thing
concerning the Company and this Offering, and I am purchasing the Shares based
solely upon my own investigation and evaluation.

    


    
      	
              (h)
      I understand that no Shares have been registered under the Securities Act,
      nor have they
      been registered pursuant to the provisions of the securities or other laws
      of applicable jurisdictions.

            


    

    


    (i) The
Shares for which I subscribe are being acquired solely for my own account, for
investment and are not being purchased with a view to or for their resale or
distribution.  In order to induce the Company to sell Shares to me,
the Company will have no obligation to recognize the ownership, beneficial or
otherwise, of the Shares by anyone but me.

    


    (j)  I
am aware of the following:

     

    
      
        	
              	
                (i)

              	
                The
      Shares are a speculative investment which involves a high degree
      of risk;
      and

              


      

    

    


    
      	
            	
              (ii)

            	
              My
      investment in the Shares is not readily transferable; it may not be
      possible   for me to liquidate my
    investment.

            


    

    


    
      	
            	
              (iii)

            	
              The
      financial statements of the Company have merely been compiled,
      and   have not been reviewed or
  audited.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (iv)

            	
              There
      are substantial restrictions on the transferability of the
      Sharesregistered
      under the Securities Act; and

            


    

    


    ______________

    Purchaser’s
Initials

     

    
      	
            	
              (v)

            	
              No
      federal or state agency has made any finding or determination as to
      the   fairness of the Shares for public investment nor any
      recommendation or    endorsement of the
      Shares;

            


    

    


    (k)  Except
as set forth in the Memorandum, none of the following information has ever been
represented, guaranteed, or warranted to me expressly or by implication, by any
broker, the Company, or agents or employees of the foregoing, or by any other
person:

     

    
      	
            	
              (i)

            	
              The
      appropriate or exact length of time that I will be required to hold
      the    Shares;

            


    

    


    
      	
            	
              (ii)

            	
              The
      percentage of profit and/or amount or type of consideration, profit,
      or    loss to be realized, if any, as a result of an
      investment in the Shares; or

            


    

    


    
      	
            	
              (iii)

            	
              That
      the past performance or experience of the Company, or
      associates,    agents, affiliates, or employees of the
      Company or any other person, will in   any way indicate or
      predict economic results in connection with the
      purchase   of
Shares;

            


    

    


    
      	
            	
              (iv)

            	
              The
      amount of dividends or distributions that the Company will
      make;

            


    

    


    (l)  I
have not distributed the Memorandum to anyone, no other person has used
the  Memorandum, and I have made no copies of the Memorandum;
and

    


    (m)  I
hereby agree to indemnify and hold harmless the Company, its officers,
directors, and representatives from and against any and all liability, damage,
cost or expense, including reasonable attorneys fees, incurred on account of or
arising out of:

     

    
      	
            	
              (i)

            	
              Any
      inaccuracy in the declarations, representations, and warranties set
      forth   above;

            


    

    


    
      	
            	
              (ii)

            	
              The
      disposition of any of the Shares by me which is contrary to the
      foregoing   declarations, representations, and warranties;
      and

            


    

    


    
      	
            	
              (iii)

            	
              Any
      action, suit or proceeding based upon  (1) the claim that said
      declarations,   representations, or warranties were
      inaccurate or misleading or otherwise   cause for obtaining
      damages or redress from the Company; or (2)
      the    disposition of any of the
    Shares.

            


    

    


    (n)  By
entering into this Subscription Agreement, I acknowledge that the Company is
relying on the truth and accuracy of my representations.

    


    The
foregoing representation and warranties are true and accurate as of the date
hereof, shall be true and accurate as of the date of the delivery of the funds
to the Company and shall survive such delivery.  If, in any respect,
such representations and warranties are not true and accurate prior to delivery
of the funds, I will give written notice of the fact to the Company, specifying
which representations and warranties are not true and accurate and the reasons
therefor.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    _______________

    Purchaser’s
Initials

    


    
      	
              3.
      Transferability.  I
      understand that I may sell or otherwise transfer my Shares only if registered
      under the Securities Act or I provide the Company with an opinion of
      counsel acceptable to the Company to the effect that such sale or other
      transfer may be made in absence of registration under the Securities
      Act.  I have no right to cause the Company to register the
      Shares.  Any certificates or other documents representing my
      Shares will contain a restrictive legend reflecting this restriction, and
      stop transfer instructions will apply to my
  Shares.

            


    

    


    4. Indemnification.  I
understand the meaning and legal consequences of the representations and
warranties contained in Paragraph 2 hereof, and I will indemnify and hold
harmless the Company, its officers, directors, and representatives involved in
the offer or sale of the Shares to me, as well as each of the managers and
representatives, employees and agents and other controlling persons of each of
them, from and against any and all loss, damage or liability due to or arising
out of a breach of any representation or warranty of mine contained in this
Subscription Agreement.

    


    5.  Revocation.  I
will not cancel, terminate or revoke this Subscription Agreement or any
agreement made by me hereunder and this Subscription Agreement shall survive my
death or disability.

    


    6.  Termination of
Agreement.  If this subscription is rejected by the Company,
then this Subscription Agreement shall be null and void and of no further force
and effect, no party shall have any rights against any other party hereunder,
and the Company shall promptly return to me the funds delivered with this
Subscription Agreement.

    


    7.  Miscellaneous.

    


    
      	
              (a) 

            	
              This
      Subscription Agreement shall be governed by and construed in accordance
      with  the substantive law of the State of
      California.

            


    

    


    
      	
              (b) 

            	
              This
      Subscription Agreement constitutes the entire agreement between the
      parties  hereto with respect to the subject matter hereof and
      may be amended only in writing    and executed by all
      parties.

            


    

    


    8.  Ownership
Information.  Please print here the total number of Shares to
be purchased, and the exact name(s) in which the Shares will be
registered.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    
Total
Shares:_________________

    


    
      
        	
                Name(s):

              	
                             
      

              


      

    

    _____  Single
Person

    _____  Husband
and Wife, as community property

    _____  Joint
Tenants (with right of survivorship)

    _____  Tenants
in Common

    _____  A
Married Person as separate property

    _____  Corporation
or other organization

    _____  A
Partnership

    _____  Trust

    _____  IRA

    ______________

    Purchaser’s
Initials

    


    _____  Tax-Qualified
Retirement Plan

    (i)  Trustee(s)/
Custodian_________________________________________

    (ii)  Trust
Date_________________________________________________

    (iii)  Name
of Trust_____________________________________________

    (iv)  For
the Benefit of___________________________________________

    


    
      
        	
                _____Other:

              	
                                 
      

              


      

    

    (please
explain)

    


    
      
        	
                Social
      Security or Tax I.D.#:

              	
              


      

    

    


    Residence
Address:

    


    
      
        

      

    

                  Street
Address

     

    
      

    

                  City                                         State                   Zip

    


    Mailing
Address:  (Complete only if different from residence)

    


    
      

    

                   Street
Address  (If P.O. Box, include address for surface delivery if
different than residence)

    


    
      
               City                                         State                    Zip

    


    Phone
Numbers

    


    Home:
(_______)_____________________

    Business:
(_______)___________________

    Facsimile:
(_______)___________________

    


    ______________

    Purchaser’s
Initials

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    9.  Date and
Signatures.   Dated ______________________________,
2008.

    


    


    
      
        
          
            
              
                
                  
                    
                      	
                              Signatures

                            	 	
                              Purchaser
      Name (Print)

                            
	  
      	 	 
      
	        
      	 	        
      
	
                            	 	
                            
	          
      	 	              
         



                    

                  

                

              

            

          

        

      

    

    (Each
co-owner or joint owner must sign - Names must be signed exactly as listed under
“Purchaser Name”)

    


    ACCEPTED:

    


    VORTEX
RESOURCES CORP.

     

    
      	
              By:______________________________

            	
              Dated:______________________,
      2009

            
	
                    YOSSI
      ATTIA

            	 
      
	
                    Chief
      Executive Officer

            	 
      


    

     

    ______________

    Purchaser’s
Initials

    


    
      
        
        

      

      
        7