Exhibit 10.1
THIS AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION
TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")) PURSUANT TO
REGULATION S UNDER THE SECURITIES ACT. NONE OF THE SECURITIES TO WHICH THIS
AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE SECURITIES 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
SECURITIES ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH
CASE ONLY IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS. IN ADDITION,
HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
ACCORDANCE WITH THE SECURITIES ACT.
INDEX OIL AND GAS INC.
SUBSCRIPTION AGREEMENT
SUBSCRIPTION AGREEMENT (this "Agreement") made as of this __th day of June 2006
between Index Oil & Gas Inc., a Nevada corporation, (the "Company"), and the
undersigned (the "Subscriber").
WHEREAS, the Company is offering Units to be sold in connection with the
proposed private placement (the "Private Placement") of $4,500,000 minimum
offering ("Minimum Offering"), $11,000,000 maximum offering ("Maximum
Offering"). Each Unit consists of 5,000 shares of the Company's common stock,
$0.001 par value (the "Common Stock");
WHEREAS, the Company intends to offer the Units through the services of ICP, the
Private Placement Agent (the "Agent"), as defined in the Placement Agent
agreement dated May 30, 2006 entered into among the Company and the Agent;
WHEREAS, the offering period (the "PPO Period") for the Private Placement
Offering ("PPO") shall commence on the day the Offering Documents, as defined
below, are first made available to the Agent by the Company for delivery in
connection with the PPO, which is expected to be on or about June 13, 2006 (the
"Delivery Date" or the "Commencement Date") and shall continue until the earlier
to occur of: (i) the sale of all of the Shares; (ii) close of business on June
30, 2006, or (iii) a later date, which shall be mutually agreed to by the
Company and the Agent and which shall not exceed 30 days from June 30, 2006; and
1
WHEREAS, the Subscriber desires to purchase Units in the amount set forth on the
signature page hereof on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the mutual representations
and covenants hereinafter set forth, the parties hereto do hereby agree as
follows:
I.
SUBSCRIPTION FOR SECURITIES; REPRESENTATIONS BY AND COVENANTS OF SUBSCRIBER
1.1 Subscription for Securities. Subject to the terms and conditions hereinafter
set forth and in the Confidential Private Placement Memorandum dated June 13,
2006 (such memorandum, together with all amendments thereof and supplements and
exhibits thereto, the "Memorandum"), the Subscriber