Filed by sedaredgar.com - Panglobal Brands Inc. - Exhibit 10.1






THIS SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF
SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS
DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “1933 ACT”). 

NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT
(THE “SUBSCRIPTION AGREEMENT”) RELATES HAVE BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933 (THE “1933 ACT”), OR ANY U.S. STATE SECURITIES
LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT
IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, 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 EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. 

SUBSCRIPTION AGREEMENT 
(Offshore Subscribers) 

	TO: 	
      Panglobal Brands Inc. (the “Company”) 

	  	
      2853 E. Pico Blvd 

		
      Los Angeles, CA 90023  

		
      United States of
America  



Purchase of Units 

1. Subscription 

1.1 On the basis of the representations and warranties and
subject to the terms and conditions set forth herein, ______________ (the
“Subscriber”) hereby irrevocably subscribes for and agrees to purchase
_____ Units, each Unit comprising one common share (the “Shares”)
and on half of one common share purchase warrant (the “Warrants”)
(the Shares, the Warrants and the common shares issued on exercise of the
Warrants, together being the “Securities”) of the Company’s common stock
(the “Common Stock”), par value $0.0001 at a purchase price per Unit of
US$0.10 (the subscription and agreement to purchase being the
“Subscription”), for an aggregate purchase price of US$______ . (the
“Subscription Proceeds”). 

1.2 Each whole Warrant may be exercised into one Share at a
price of $0.25 for twelve months from Closing. The Company will provide a form
of Warrant on Closing.

1.3 On the basis of the representations and warranties and
subject to the terms and conditions set forth herein, the Company hereby
irrevocably agrees to sell the Shares to the Subscriber. 

1.4 Subject to the terms hereof, the Subscription will be
effective upon its acceptance by the Company. 




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2. Payment 

2.1 The Company acknowledges that it has received loans (the
“Loans”) from the Subscriber, and that the balance currently due from the
Company to the Subscriber pursuant to the Loans is an aggregate amount of
US$______ (the “Indebtedness”). The Company and the Subscriber agree to
apply $______ in principal and $______ in accrued interest of the amount of the
Indebtedness in payment of the Subscription Proceeds and, upon delivery of a
signed copy of this Subscription Agreement to the Subscriber together with a
certificate evidencing the Shares registered as provided in this Subscription
Agreement (the “Share Certificate”), the Loans shall be paid in full as
to outstanding interest owing and as to $______ in principal, leaving a
principal balance of $______ . 

2.2 All dollar figures refer to $USD.

3. Documents Required from
Subscriber 

3.1 The Subscriber must complete, sign and return to the
Company an executed copy of this Subscription Agreement prior to the Closing
Date. 

4. Closing 

4.1 The sale of the Shares shall be completed (the
“Closing”) on April 30, 2009 (the “Closing Date”) or such other
date as the parties may agree upon. 

5. Acknowledgements of
Subscriber 

5.1 The Subscriber acknowledges and agrees that: 

	 	(a) 	
      none of the Securities have been or will be 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, as that term is defined in Regulation S under the 1933 Act
      (“Regulation S”), 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;

	 	 	 
	 	(b) 	
      the Company has not undertaken, and will have no
      obligation, to register any of the Securities under the 1933 Act or any
      other securities legislation;

	 	 	 
	 	(c) 	
      it has received and carefully read this Subscription
      Agreement;

	 	 	 
	 	(d) 	
      the decision to execute this Subscription Agreement and
      purchase the Shares 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 Company and such decision is based entirely upon a review
      of this Subscription Agreement and any public information which has been
      filed by the Company with the Securities and Exchange Commission
      (“SEC”) in compliance, or intended compliance, with applicable
      securities legislation;

	 	 	 
	 	(e) 	
      it and its advisor(s) have had a reasonable opportunity
      to ask questions of and receive answers from the Company in connection
      with the sale of the Shares hereunder, and to obtain additional
      information, to the extent possessed or obtainable by the Company without
      unreasonable effort or expense;







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	 	(f) 	
      the books and records of the Company were 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 in
      connection with the sale of the Securities hereunder have been made
      available for inspection by it and its attorney and/or
  advisor(s);

	 	 	 	 
	 	(g) 	
      all information which the Subscriber has provided to the
      Company is correct and complete as of the date the Subscription Agreement
      is signed, and if there should be any change in such information prior to
      this Subscription Agreement being executed by the Company, the Subscriber
      will immediately provide the Company with such information;

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

	 	 	 	 
	 	(i) 	
      the Subscriber has been advised to consult the
      Subscriber’s 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
      Company is not in any way responsible) for compliance with:

	 	 	 	 
	 		(i) 	
      any applicable laws of the jurisdiction in which the
      Subscriber is resident in connection with the distribution of the
      Securities hereunder, and

	 	 	 	 
	 		(ii) 	
      applicable resale restrictions;

	 	 	 	 
	 	(j) 	
      none of the Securities are 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 the common shares of the Company on
      the OTC Bulletin Board operated by the Financial Industry Regulatory
      Authority (“FINRA”);

	 	 	 	 
	 	(k) 	
      none of the Securities may be offered or sold by the
      Subscriber to a U.S. Person (as defined in Section 6.2, below, or for the account or benefit of a U.S.
      Person (other than a distributor) prior to the end of the Distribution
      Compliance Period (as defined herein);

	 	 	 	 
	 	(l) 	
      the Company 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 the registration requirements of
      the 1933 Act and in each case in accordance with applicable state
      securities laws;

	 	 	 	 
	 	(m) 	
      neither the SEC nor any other securities commission or
      similar regulatory authority has reviewed or passed on the merits of the
      Securities;

	 	 	 	 
	 	(n) 	
      no documents in connection with the sale of the Shares
      hereunder have been reviewed by the SEC or any state securities
      administrators;

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

	 	 	 	 
	 	(p) 	
      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 Company acting reasonably, it is not in the best interests of the
      Company;







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	 	(q) 	
      the Subscriber is purchasing the Securities pursuant to
      an exemption from the registration and the prospectus requirements of
      applicable securities legislation on the basis that the Subscriber is not
      a resident of either the United States or Canada and, as a
    consequence:

	 	 	 	 
	 		(i) 	
      is restricted from using most of the civil remedies
      available under securities legislation,

	 	 	 	 
	 		(ii) 	
      may not receive information that would otherwise be
      required to be provided under securities legislation, and

	 	 	 	 
	 		(iii) 	
      the Company is relieved from certain obligations that
      would otherwise apply under securities legislation;

	 	 	 	 
	 	(r) 	
      the statutory and regulatory basis for the exemption
      claimed for the offer and sale of the Securities, although in technical
      compliance with Regulation S, would not be available if the offering is
      part of a plan or scheme to evade the registration provisions of the 1933
      Act; and

	 	 	 	 
	 	(s) 	
      this Subscription Agreement is not enforceable by the
      Subscriber unless it has been accepted by the
Company.



6. Representations, Warranties and
Covenants of the Subscriber 

6.1 The Subscriber hereby represents and warrants to and
covenants with the Company (which representations, warranties and covenants
shall survive the Closing) that: 

	 	(a) 	
      the Subscriber is not a U.S. Person;

	 	 	 
	 	(b) 	
      the Subscriber is not acquiring the Securities for the
      account or benefit of, directly or indirectly, any U.S. Person;

	 	 	 
	 	(c) 	
      the Subscriber is resident in the jurisdiction set out
      under the heading “Name and Address of Subscriber” on the signature page
      of this Subscription Agreement and the sale of the Securities to the
      Subscriber as contemplated in this Subscription Agreement complies with or
      is exempt from the applicable securities legislation of the jurisdiction
      of residence of the Subscriber;

	 	 	 
	 	(d) 	
      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 a corporation, it is
      duly incorporated and validly subsisting under the laws of its
      jurisdiction of incorporation 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;

	 	 	 
	 	(e) 	
      if the Subscriber is a corporation or other entity, the
      entering into of this Subscription Agreement and the transactions
      contemplated hereby do not and will not result in the violation of any of
      the terms and provisions of any law applicable to, or 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;

	 	 	 
	 	(f) 	
      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;

	 	 	 
	 	(g) 	
      the Subscriber is acquiring the Securities as principal
      for its own account for investment purposes only and not for the account
      of any other person and not for distribution, assignment or resale to
      others, and no other person has a direct or indirect beneficial interest
      in such Securities, and it has not subdivided its interest in the
      Securities with any other person;







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	 	(h) 	
      the Subscriber is outside the United States when
      receiving and executing this Subscription Agreement and is acquiring the
      Securities as principal for the Subscriber’s own account for investment
      purposes only, and not with a view to, or for, resale, distribution or
      fractionalisation thereof, in whole or in part, and no other person has a
      direct or indirect beneficial interest in the Securities;

	 	 	 
	 	(i) 	
      the Subscriber is aware that an investment in the Company
      is speculative and involves certain risks, including the possible loss of
      the entire investment and it has carefully read and considered the matters
      set forth under the heading “Risk Factors” appearing in the Company’s
      Forms 10-K, 10-Q, 8-K and any other filings filed with the SEC;

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

	 	 	 
	 	(k) 	
      the Subscriber (i) has adequate net worth and means of
      providing for its current financial needs and possible personal
      contingencies, (ii) has no need for liquidity in this investment, and
      (iii) is able to bear the economic risks of an investment in the
      Securities for an indefinite period of time;

	 	 	 
	 	(l) 	
      the Subscriber understands and agrees that the Company
      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 Company;

	 	 	 
	 	(m) 	
      the Subscriber has the legal capacity and competence to
      enter into and execute this Subscription Agreement and to take all actions
      required pursuant hereto;

	 	 	 
	 	(n) 	
      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 in accordance with its
      terms;

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

	 	 	 
	 	(p) 	
      the Subscriber understands and agrees that none of the
      Securities have been or will be 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 (“Regulation “S” promulgated under the 1933
      Act, 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;

	 	 	 
	 	(q) 	
      the Subscriber understands and agrees that offers and
      sales of any of the Securities prior to the expiration of a period of six
      months after the date of original issuance of the Securities (the six
      month period hereinafter referred to as the “Distribution Compliance
      Period”) shall only be made in compliance with the safe harbor
      provisions set forth in Regulation S, pursuant to the registration
      provisions of the 1933 Act or an exemption therefrom, and that all offers
      and sales after the Distribution Compliance Period shall be made only in
      compliance with the registration provisions of the 1933 Act or an
      exemption therefrom and in each case only in accordance with applicable
      state securities laws;







- 6 - 

	 	(r) 	
      the Subscriber has not acquired the Securities as a
      result of, and it covenants that it will not itself engage in, any
      “directed selling efforts” (as defined in Regulation S) in the United
      States in respect of any of the Securities which would include any
      activities undertaken for the purpose of, or that could reasonably be
      expected to have the effect of, conditioning the market in the United
      States for the resale of any of the Securities; provided, however, that
      the Subscriber may sell or otherwise dispose of any of the Securities
      pursuant to registration of any of the Securities pursuant to the 1933 Act
      and any applicable state securities laws or under an exemption from such
      registration requirements and as otherwise provided herein;

	 	 	 	 
	 	(s) 	
      the Subscriber agrees not to engage in any hedging
      transactions involving any of the Securities unless such transactions are
      in compliance with the provisions of the 1933 Act and in each case only in
      accordance with applicable state securities laws;

	 	 	 	 
	 	(t) 	
      the Subscriber understands and agrees that the Company
      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 the registration requirements of the 1933 Act;

	 	 	 	 
	 	(u) 	
      the Subscriber (i) is able to fend for itself in the
      Subscription; (ii) has such knowledge and experience in financial and
      business matters as to be capable of evaluating the merits and risks of
      its investment in the Securities and the Company; and (iii) has the
      ability to bear the economic risks of its prospective investment and can
      afford the complete loss of such investment;

	 	 	 	 
	 	(v) 	
      the Subscriber will indemnify the Company against, and
      will hold the Company and, where applicable, its respective directors,
      officers, employees, agents, advisors and shareholders harmless from, 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 or in any document
      furnished by the Subscriber to the Company 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
      Company in connection therewith;

	 	 	 	 
	 	(w) 	
      the Subscriber is not aware of any advertisement of any
      of the Securities and is not acquiring the Securities as a result of any
      form of general solicitation or general advertising including
      advertisements, articles, notices or other communications published in any
      newspaper, magazine or similar media or broadcast over radio or
      television, or any seminar or meeting whose attendees have been invited by
      general solicitation or general advertising; and

	 	 	 	 
	 	(x) 	
      no person has made to the Subscriber 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
      Company on any stock exchange or automated dealer quotation system, except
      that currently the Company’s common shares are quoted on the over-the-
      counter market operated by the Over-The-Counter Bulletin Board operated by
      FINRA.







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6.2 In this Subscription Agreement, the term “U.S. Person”
shall have the meaning ascribed thereto in Regulation S. 

7. Representations and Warranties will be
Relied Upon by the Company 

7.1 The Subscriber acknowledges that the representations and
warranties contained herein are made by it with the intention that such
representations and warranties may be relied upon by the Company and its legal
counsel in determining the Subscriber’s eligibility to purchase the Securities
under applicable securities legislation. The Subscriber further agrees that by
accepting delivery of the certificates representing the Shares, it will be
representing and warranting that the representations and warranties contained
herein are true and correct as at the Closing Date with the same force and
effect as if they had been made by the Subscriber on the date of this
Subscription Agreement and that they will survive the purchase by the Subscriber
of the Shares and will continue in full force and effect notwithstanding any
subsequent disposition by the Subscriber thereof. 

8. Resale Restrictions 

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

8.2 The Subscriber acknowledges that restrictions on the
transfer, sale or other subsequent disposition of the Securities by the
Subscriber may be imposed by securities laws in addition to any restrictions
referred to in Section 8.1 above, and, in particular, the Subscriber
acknowledges and agrees that none of the Securities may be offered or sold to a
U.S. Person or for the account or benefit of a U.S. Person (other than a
distributor) prior to the end of the Distribution Compliance Period. 

9. Acknowledgement and Waiver


9.1 The Subscriber has acknowledged that the decision to
purchase the Securities was solely made on the basis of information available to
the Subscriber on the EDGAR database maintained by the SEC at www.sec.gov. 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 the Securities. 

10. Legending of Subject
Securities 

10.1 The Subscriber hereby acknowledges that that upon the
issuance thereof, and until such time as the same is no longer required under
the applicable securities laws and regulations, the certificates representing
any of the Securities will bear a legend in substantially the following form:


“THESE SECURITIES WERE ISSUED IN AN
OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN)
PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “1933 ACT”). ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS
CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE
SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE
UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS DEFINED HEREIN)
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT 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. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT.” 




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10.2 The Subscriber hereby acknowledges and agrees to the
Company making a notation on its records or giving instructions to the registrar
and transfer agent of the Company in order to implement the restrictions on
transfer set forth and described in this Subscription Agreement. 

10.3 If the Subscriber is a resident of Canada, by executing
and delivering this Subscription Agreement, each Purchaser will have directed
the Issuer not to include a Canadian legend on any certificates representing the
Securities to be issued to such Purchaser. As a consequence, the Purchaser will
not be able to rely on the resale provisions of National Instrument 45-102, as
adopted by the securities commissions in Canada, and any subsequent trade in the
Securities during or after the Canadian hold period described therein will be a
distribution subject to the prospectus and registration requirements of Canadian
securities legislation, to the extent that the trade is at that time subject to
any such Canadian securities legislation. 

11. Costs 

11.1 The Subscriber acknowledges and agrees that all costs and
expenses incurred by the Subscriber (including any fees and disbursements of any
special counsel retained by the Subscriber) relating to the purchase of the
Shares shall be borne by the Subscriber. 

12. Governing Law 

12.1 This Subscription Agreement is governed by the laws of the
State of California and the federal laws of the United States applicable
therein. 

13. Survival 

13.1 This Subscription Agreement, including without limitation
the representations, warranties and covenants contained herein, shall survive
and continue in full force and effect and be binding upon the parties hereto
notwithstanding the completion of the purchase of the Securities by the
Subscriber pursuant hereto. 

14. Assignment 

14.1 This Subscription Agreement is not transferable or
assignable. 

15. Severability 

15.1 The invalidity or unenforceability of any particular
provision of this Subscription Agreement shall not affect or limit the validity
or enforceability of the remaining provisions of this Subscription Agreement.


16. Entire Agreement 

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

17. Notices 

17.1 All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given if mailed or transmitted by
any standard form of telecommunication. Notices to the Subscriber shall be
directed to the address on the signature page of this Subscription Agreement and
notices to the Company shall be directed to it at Panglobal Brands Inc.,2853 E.
Pico Blvd, Los Angeles, CA 90023, United States of America, Attention:
President. 




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18. Counterparts and Electronic
Means 

18.1 This Subscription Agreement may be executed in any number
of counterparts, each of which, when so executed and delivered, shall constitute
an original and all of which together shall constitute one instrument. Delivery
of an executed copy of this Subscription Agreement by electronic facsimile
transmission or other means of electronic communication capable of producing a
printed copy will be deemed to be execution and delivery of this Subscription
Agreement as of the date hereinafter set forth. 

19. Delivery Instructions


19.1 The Subscriber hereby directs the Company to deliver the
Share Certificate issued pursuant to this Subscription Agreement to: 

19.2 The Subscriber hereby directs the Company to cause the
Share Certificate issued pursuant to this Subscription Agreement to be
registered on the books of the Company as follows: 

_________________________________
_________________________________

19.3 The undersigned hereby acknowledges that it will deliver
to the Company all such additional completed forms in respect of the
Subscriber’s purchase of the Securities as may be required for filing with the
appropriate securities commissions and regulatory authorities. 

IN WITNESS WHEREOF the Subscriber has duly executed this
Subscription Agreement as of the date of acceptance by the Company. 

	 	 
	 	(Name of Subscriber – Please type or print)
  
	 	  
	 	 
	 	(Signature and Office) 
	 	 
	 	(Address of Subscriber) 
	 	 
	 	(City, State or Province, Postal Code of
      Subscriber) 
	 	  
	 	(Country of Subscriber) 
	 	 
	 	(Facsimile no.) 






- 1 - 

A C C E P T A N C E 

The above-mentioned Subscription Agreement in respect of the
Shares is hereby accepted by Panglobal Brands Inc. 

DATED at Los Angeles as of the ____ day of April, 2009. 

PANGLOBAL BRANDS INC. 

	Per:	 	 
	 	Authorized Signatory