SUBSCRIPTION
AGREEMENT

    TOP
GEAR INC.

     

    THIS
SUBSCRIPTION AGREEMENT (the “Subscription Agreement”), by and between Top Gear
Inc., a Delaware corporation (the “Corporation”), and the subscriber, who is not
a resident of the U.S. and whose name and signature appear on the signature page
hereof (“Subscriber”), is effective as of ___________________.

     

    In
consideration of the mutual covenants and agreements contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound hereby,
agree as follows:

     

    1.      Subscription for
Shares

     

    1.1.        Subscription.  Subject
to the terms and conditions set forth herein, the Subscriber hereby subscribes
for and agrees to purchase from the Corporation, __________ (________) shares
(the “Shares”) of the Corporation’s common stock, par value $0.0001 per share
(the “Common Stock”), at a price equal to $___________ per share, for an
aggregate purchase price equal to ____________ Dollars ($________)(the
“Subscription Price”).

     

    1.2.        Payment; Delivery of
Documents.  On the date hereof, the Subscriber has paid to the
Corporation __________ ($___________), being the full Subscription Price
hereunder.

     

    1.3.        Conditions to Acceptance of
Subscription.  Subscriber acknowledges that this subscription
is irrevocable but conditioned upon acceptance by the Corporation.  As
soon as practicable after the acceptance hereof, the Corporation shall cause to
be delivered to the undersigned a certificate representing the Shares registered
in the name of the undersigned.  The Corporation represents to the
undersigned that the Shares, when issued and delivered in accordance with this
Subscription Agreement, will represent duly authorized, validly issued,
fully-paid and non-assessable shares of Common Stock of the
Corporation.

     

    2.      Closing.  The
closing of the sale of the Shares (the “Closing”) shall take place at the
offices of the Corporation on the date that the subscription is accepted, in
whole or in part, by the Corporation (the “Closing Date”).  At the
Closing, the Corporation shall issue and deliver to the Subscriber a stock
certificate or certificates, registered in the name of the Subscriber,
evidencing the Shares being purchased hereunder.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    3.      Representations, Warranties,
Acknowledgments and Agreements of the Subscriber

     

    The
Subscriber hereby represents, warrants, acknowledges, understands and agrees (as
the case may be) that:

     

    3.1.        Shares of Common Stock Not
Registered.   The Subscriber hereby acknowledges that the
shares of Common Stock will not be issued by the Corporation pursuant to a
Registration under the Securities Act of 1933, as amended (the “Securities
Act”).  The term “Registration” means registration under the
Securities Act and, with respect to the Applicable Laws, such registration
thereunder (or, with respect to any of the Applicable Laws which do not provide
for registration, such compliance therewith which is similar to registration)
which has then resulted in statutory or administration authorization for the
proposed transaction; and the term “Applicable Laws” means any applicable state
securities laws and the rules and regulations thereunder and, to the extent
applicable, to offers or sales of securities.  No federal or state
agency has reviewed the issuance of the shares of Common Stock pursuant hereto
or approved or disapproved the shares of Common Stock to be issued pursuant
hereto for investment or any other purpose.  The shares of Common
Stock are issued pursuant hereto in reliance upon a specific exemption from the
Registration requirement of the Securities Act which depends, in part, upon the
accuracy of the representations, warranties and agreements of Shareholders set
forth in this Subscription Agreement.

     

    3.2.        Investment
Intent.  Subscriber is acquiring the Shares for Subscriber’s
own account as principal, not as a nominee or agent, for investment purposes
only, and not with a view to, or for, resale, distribution or fractionalization
thereof in whole or in part, which resale, distribution or fractionalization
would violate the Securities Act.  The Subscriber agrees that a legend
to the foregoing effect may be placed upon any and all certificates issued
representing the Shares.  Further, 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 the Shares, for which Subscriber is purchasing.  The
Subscriber acknowledges that he or she has been afforded the opportunity to ask
questions of, and to obtain any information from, the Corporation and the Board
of Directors as he or she deems necessary to determine the suitability and
advisability of, and the merits and risk of, the purchase of the shares of
Common Stock pursuant hereto.

     

    3.3.        Risk.  Subscriber
is aware that: (i) investment in the Company involves a high degree of risk,
lack liquidity and substantial restrictions on transferability of interest; and
(ii) no Federal or state agency has made any finding or determination as to the
fairness for investment by the public, nor has made any recommendation or
endorsement, of the Shares.

     

    3.4.        Financial
Ability.  Subscriber has sufficient financial resources
available to support the loss of all or a portion of Subscriber’s investment in
the Company, has no need for liquidity in the investment in the Company and is
able to bear the economic risk of the investment.  Subscriber is
sophisticated and experienced in investment matters, and, as a result, is in a
position to evaluate an investment in the Company.

     

    3.5.        Information.  Subscriber
has been furnished any and all materials he has requested relating to the
Company or the offering of the Shares and Subscriber has been afforded the
opportunity to ask questions of the senior management and directors of the
Corporation concerning the terms and conditions of the offering and to obtain
any additional information necessary to verify the accuracy of the information
provided to Subscriber.  Subscriber understands that such material is
current information about the Company and does not in any way guarantee future
performance or the completion of future proposed events discussed in such
material.  Subscriber, either alone or with his professional advisors,
has the capacity to protect his own interests in connection with this
transaction.


    
      
         


      

      
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    3.6.        Compliance with Local
Laws. Any resale of the Shares during the 'distribution compliance
period' as defined in Ruled 902(f) to Regulation S shall only be made in
compliance with exemptions from registration afforded by Regulation S. Further,
any such sale of the Shares in any jurisdiction outside of the United States
will be made in compliance with the securities laws of such jurisdiction. The
investor will now offer to sell or sell the Shares in any jurisdiction unless
the Subscriber obtains all required consents, if any.

     

    3.7.        Regulation S
Exemption.  The undersigned understands that that the Shares
are being offered and sold to him in reliance on an exemption from the
registration requirements of United States federal and the state securities laws
under Regulation S promulgated under the Securities Act and that the Company is
relying upon the truth and accuracy of the representations, warranties,
agreements, acknowledgments and understandings of the Subscriber set forth
herein order to determine the applicability of such exemptions and the
suitability of the Subscriber to acquire the Shares. In this regard, the
undersigned represents warrants and agrees that:

     

    3.7.1.     The
undersigned is not a U.S. Person (as defined below) and is not acquiring the
Shares for the account or benefit of a U.S. Person. A U.S. Person means any one
of the following:

     

    3.7.1.1       any
natural person resident in the United States of America;

     

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

     

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

     

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

     

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

     

    3.7.1.6       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 if America; and

     

    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, unless it is organized or incorporated,
and owned by accredited investors (as defined in Rule 501(a) under the
Securities Act) who are not natural persons, estates or trusts.


    
      
         


      

      
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    3.7.2.     At
the time of the origination of contact concerning this Agreement and the date of
the execution and delivery of this Agreement, the undersigned was outside of the
United States.

     

    3.7.3.     the
undersigned will not, during the period commencing on the date of issuance of
the Shares and ending on the first anniversary of such date, or such shorter
period as may be permitted by Regulation S or other applicable securities law
(the "Restricted Period"), offer, sell, pledge or otherwise transfer the Shares
in the United States, or to a U.S. Person for the account or for the benefit of
a U.S. Person, or otherwise in a manner that is not in compliance with
Regulation S.

     

    3.7.4.     The
undersigned will, after expiration of the Restricted Period, offer, sell pledge
or otherwise transfer the Shares only pursuant to registration under the
Securities Act or an available exemption therefrom and, in accordance with all
applicable state foreign securities laws.

     

    3.7.5.     The
undersigned was not in the United States, engaged in, and prior to the
expiration of the Restricted Period will not engage in, any short selling of or
any hedging transaction with respect to the Shares, including without
limitation, any put, call or other option transaction, option writing or equity
swap.

     

    3.7.6.     Neither
the undersigned nor or any person acting on his behalf has engaged, nor will
engage, in any directed selling efforts to a U.S. Person with respect to the
Shares and the Investor and any person acting on his behalf have compiled and
will comply with the "offering restrictions" requirements of Regulation S under
the Securities Act.

     

    3.7.7.     The
transactions contemplated by this Agreement have not been pre-arranged with a
buyer located in the United States or with a U.S. Person, and are not part of a
plan or scheme to evade the registration requirements of the Securities
Act.

     

    3.7.8.     Neither
the undersigned nor any person acting on his behalf has undertaken or carried
out any activity for the purpose of, or that could reasonably be expected to
have the effect of, conditioning the market in the United States, its
territories or possessions, for any of the Shares. The undersigned agrees not to
cause any advertisement of the Shares to be published in any newspaper or
periodical or posed in any public place and not to issue any circular relating
to the Shares, except such advertisements that include the statements required
by Regulation S under the Securities Act, and only offshore and not in the U.S.
or its territories, and only in compliance with any local applicable securities
laws.

     

    3.7.9.     Each
certificate representing the Shares shall be endorsed with the following
legends, in addition to any other legend required to be placed thereon by
applicable federal or state securities laws:


    
      
         


      

      
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    (A) "THE
SHARES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN
REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("THE SECURITIES
ACT")) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED
UNDER THE SECURITIES ACT."

    


    (B)
"TRANSFER OF THESE SHARES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIOS
OF REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT
EXEMPTION FROM REGISTRATION, HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN
COMPLIANCE WITH THE SECURITIES ACT."

    


    3.7.10.   The
undersigned Subscriber consents to the Company making a notation on its records
or giving instructions to any transfer agent of the Company in order to
implement the restrictions on transfer of the Shares set forth in this Section
3.

     

    3.8.        Investor Questionnaire.
The undersigned Subscriber represents and warrants to the Company that
all information that the undersigned has provided to the Corporation, including,
without limitation, the information in the Investor Questionnaire attached
hereto as Exhibit 1 is
complete and correct as of the date hereof.

     

    4.      Representations, Warranties
and Covenants of the Corporation

     

    The Corporation hereby represents,
warrants and covenants as follows:

     

    4.1.        Organization and
Qualification.  The Corporation is a corporation duly
organized, validly existing and in good standing under the laws of the laws of
the State of Delaware, and has the requisite corporate power to own its
properties and to carry on its business as it is now being
conducted.

     

    4.2.        Authorization,
Enforceability.  (i) The Corporation has the requisite
corporate power and authority to enter into this Subscription Agreement and to
perform its obligations hereunder  in accordance with the terms
hereof, (ii) the execution and delivery of this Subscription Agreement by the
Corporation and the consummation by it of the transactions contemplated hereby
and thereby have been duly authorized by the Corporation’s Board of Directors
and further consent or authorization of the Corporation by its Board of
Directors is not required; and (iii) upon the execution and delivery of this
Subscription Agreement by the Corporation, this Subscription Agreement will
constitute valid and binding obligations of the Corporation enforceable against
the Corporation in accordance with their terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation or similar laws relating to, or affecting generally the enforcement
of creditors’ rights and remedies or by other equitable principles of general
application.


    
      
         


      

      
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    4.3.        Issuance of
Shares.  The Shares to be issued, sold and delivered by the
Corporation hereunder, when so issued, sold and delivered, will be duly and
validly issued, fully paid and nonassessable and will be issued in reliance upon
applicable exemptions from the registration and qualification provisions of all
applicable securities laws of the United States and each state whose securities
laws may be applicable thereto.  All Shares will be issued free of any
preemptive or similar right and free and clear of any claim, lien, security
interest or other encumbrance.  Assuming the accuracy of the
Subscriber’s representations and warranties hereunder, the issuance to the
Subscriber of the Shares will be exempt from the registration requirements of
the Securities Act and will be made in reliance upon applicable exemptions from
the registration and qualification provisions of all applicable state securities
laws.

     

    5.      Miscellaneous

     

    5.1.        Definition of
Terms.  All pronouns and any variations thereof used herein
shall be deemed to refer to the masculine, feminine, neuter, singular or plural
as the identity of the person or persons may require.

     

    5.2.        Entire
Agreement.  This Subscription Agreement, together with the
documents referenced herein, constitute the entire understanding among the
parties with respect to the subject matter hereof, and supersede any prior
understanding and/or written or oral agreements among them.  This
Subscription Agreement may not be changed or modified, except by an agreement in
writing signed by each of the parties hereto.

     

    5.3.        Binding Effect; Successors
and Assigns.  The Subscriber agrees not to transfer or assign
this Subscription Agreement, or any of the Subscriber’s interest herein, and
further agrees that the transfer or assignment of the Shares shall be made only
in accordance with applicable laws and the terms of this Subscription
Agreement.  Subject to the foregoing, this Subscription Agreement
shall be binding upon and inure to the benefits of the parties hereto, their
successors and assigns.

     

    5.4.        Governing
Law.  This Subscription Agreement shall be governed by the laws
of the state of Delaware applicable to contracts made and wholly performed in
that jurisdiction.

     

    5.5.        Notices.  All
notices or other communications hereunder shall be in writing and shall be
delivered by hand or mailed by registered or certified mail, return receipt
requested, to the Subscriber at the addresses provided below and the Corporation
at its registered office.  The Corporation and the Subscriber may
change their addresses for notices by written notice to each other, as
required.

     

    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK.]


    
      
         


      

      
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    IN
WITNESS WHEREOF, the parties have executed this Subscription Agreement on the
date and year set forth below.

     

    Number of
Shares Subscribed for:

    Total
Subscription Price of Shares Subscribed for:

     

    
      
        	
                      

              	 
      	
                      

              
	
                Subscriber’s
      Signature

              	 
      	
                Date

              
	 
      	 
      	 
      
	
                      

              	 
      	
                      

              
	
                Name

              	 
      	
                Passport
      No.

              


      

    

     

    
      
        	
                Residence
      Address:

              	 
      	
                Mailing
      Address (if different from Residence Address):

              
	 
      	 
      	 
      
	
                      

              	 
      	
                      

              
	 
      	 
      	 
      
	
                      

              	 
      	
                      

              
	 
      	 
      	 
      
	
                      

              	 
      	
                      

              
	 
      	 
      	 
      
	
                      

              	 
      	
                      

              
	 
      	 
      	 
      
	
                      

              	 
      	
                      

              


      

    

    


    Subscription
for _________ Shares accepted

    as
of ____________________, ____.

     

    
      
        	
                Top
      Gear Inc.

              
	 
      
	
                By:  

              	
                     

              
	 
      	
                Name:

              
	 
      	
                President

              


      

    


    
      
         


      

      
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    EXHIBIT
1

    


    INVESTOR
QUESTIONNAIRE

    


    
      
        	
                1.
      Print Full Name of Investor:

              	 
      	 
      
	 
      	 
      	
                First,
      Middle, Last

              
	 
      	 
      	 
      
	
                2.
      Address for Notices:

              	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                3.  Telephone
      Number:

              	 
      	 
      
	 
      	 
      	 
      
	
                4.  Email
      Address:

              	 
      	 
      
	 
      	 
      	 
      
	
                5.  Facsimile
      Number:

              	 
      	 
      
	 
      	 
      	 
      
	
                6.  Permanent
      Address (if different from Address for Notices):

              	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


      

    

    


    The
Subscriber understands that the foregoing information will be relied upon by the
Company for the purpose of determining the eligibility of the Subscriber to
purchase the Shares. The Subscriber agrees to notify the Company immediately if
any representation or warranty contained in this Subscription Agreement,
including this Investor Questionnaire, becomes untrue at any time. The
Subscriber agrees to provide, if requested, any additional information that may
reasonably be required to substantiate the Subscriber's status as an accredited
investor or to otherwise determine the eligibility of the Subscriber to purchase
the Shares. The Subscriber agrees to indemnify and hold harmless the Company and
each officer, director, shareholder, agent and representative of the Company and
their respective affiliates and successors and assigns from and against any
loss, damage or liability due to or arising out of a breach of any
representation, warranty or agreement of the Subscriber contained
herein.

    


    
      
        	 
      	 
      
	 
      	
                Signature

              
	 
      	 
      
	 
      	 
      
	 
      	
                Print
      Name

              


      

    


    
      
         


      

      
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