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Exhibit 10.15
GLOBAL RESOURCE CORPORATION
SUBSCRIPTION AGREEMENT #1
1. SUBSCRIPTION. Subject to the terms and conditions hereof, the
undersigned Investor ("Investor") hereby subscribes to purchase ________________
Units ("Units") in Global Resource Corporation, a Nevada corporation (the
"Company"), at a purchase price of One Dollar (US$1.00) per Unit, for a total
subscription of ____________________Dollars (US$__________________). Each Unit
consists of one (1) share of the Company's Common Stock and one (1) Common Stock
Purchase Warrant ("Warrant") exercisable to purchase one (1) additional share of
the Company's Common Stock at a price of Two Dollars (US $2.00) per share. The
Warrants shall expire, unless exercised sooner, at 5:00 p.m. (USEastern Time) on
September 15, 2009. In the event that during the term of the Warrants the
Closing bid price of the Common Stock of the Company, in whatever trading market
it is then listed and traded, equals or exceeds Five Dollars (US$5.00) per share
for five (5) consecutive trading days, Investor shall have a period of thirty
(30) days, commencing on the first day after the fifth day at which the Closing
bid price equals or exceeds Five Dollars, to exercise the Warrants. To the
extent that any of the Warrants remain unexercised after the thirty day period,
such Warrants (but not more than 1,000,000 Warrants) shall expire.
2. TERM OF OFFER TO WHICH INVESTOR IS SUBSCRIBING. The Company has made
an offer to Investor encompassed by Three Subscription Agreements, called
"Subscription Agreement #1", "Subscription Agreement #2", and "Subscription
Agreement #3", of which this is Subscription Agreement #1. In the event that
this Subscription Agreement #1 is not fully completed, executed, and delivered
to the Company, together with payment in full for the total subscription as set
forth above, on or before 5:00 p.m. US Eastern Time) March 14, 2008, the offer
shall become null and void and of no further effect and any subsequently
delivered Subscription Agreement shall not be binding upon the Company.
3. REPRESENTATIONS AND WARRANTIES OF COMPANY. In consideration of the
purchase of the Units, intending to be legally bound, and intending the Investor
to rely thereupon, Company hereby represents, warrants, and covenants, to the
Investor as follows:
that:
(a) it will register the Warrants and the shares of Common Stock which
will be acquired upon exercise of the Warrants in its forthcoming "catch-all"
Registration Statement; and
(b) if Investor shall purchase the entire 3,000,000 Units offered
pursuant to this Subscription Agreement #1, the Company will negotiate, in good
faith, to extend the expiration date of the offer contained in Subscription
Agreement #2 and Subscription Agreement #3 .
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4. REPRESENTATIONS AND WARRANTIES OF INVESTOR. In consideration of the
sale of the Units, intending to be legally bound, and intending the Company to
rely thereupon, Investor hereby represents, warrants, and covenants, to the
Company as follows:
(a) Neither the Company nor any person acting on behalf of the Company
has offered to sell, offered for sale or sold the Units by means of
general solicitation or general advertising Investor is an existing
shareholder of the Company (through Carbon Recovery Corporation).
(b) Investor has been offered full access to all underlying documents
in connection with this transaction as well as such other information
as Investor has deemed necessary or appropriate for a prudent and
knowledgeable investor to evaluate the purchase of the Units. Investor
acknowledges that the Company has made available to Investor the
opportunity to obtain additional information from, to ask questions of,
and receive satisfactory answers from the Management of the Company
concerning the terms and conditions of this private transaction and to
verify the information given. Investor is satisfied that there is no
material information concerning the condition, proposed business
operations and plan of business, operations and prospects of the
Company of which Investor is unaware. In making his or her investment
decision, Investor has relied solely upon his or her independent
investigation of the investment.
(c) Investor is aware that an investment in the Units is a speculative
investment which involves a substantial degree of risk. Investor
warrants that he/she has such sufficient requisite knowledge and
experience in business and financial matters that Investor is capable
of evaluating the merits and risks of an investment in the Company,
which is a start-up business. Investor acknowledges awareness that the
Company is in a development stage and very limited operating history,
and may never prove to be profitable. Investor understands that the
Company is relying on Investor's representations for the purposes of
confirming Investor's suitability as an investor in the Company.
(d) Investor is aware that neither the Units nor the constituent
securities, being offered have been registered under the Securities Act
of 1933 (the "Act"), and that Investor must therefore bear the economic
risk of the investment indefinitely because neither the Units not the
constituent securities can be sold unless subsequently registered under
the Act or under an available exemption from registration. Investor
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agrees not to sell his Units or the constituent securities without
registration under the Act and applicable state securities laws unless
in a transaction exempt therefrom.
(e) The Units for which Investor hereby subscribes are being acquired
for investment purposes, solely for Investor's own account and not on
behalf of other persons, and not with a view to or for the resale,
distribution, subdivision, or fractionalization thereof; Investor has
no present plans to enter into any contract, undertaking, agreement, or
arrangement for any such resale, distribution, subdivision, or
fractionalization thereof. Investor agrees that he or she will not
sell, assign, pledge, give, transfer or otherwise dispose of any or all
of the Units or the constituent securities unless and until Investor
has complied with all applicable provisions of federal and state
securities laws.
(f) Investor has reviewed his or her financial condition and
commitments. Based upon such review, Investor is satisfied that he or
she has adequate means of providing for his or her financial needs and
possible contingencies as well as those of any dependents, and that he
or she does not have any current or foreseeable future need for
liquidity of the funds being utilized in the purchase of the Units.
Investor is capable of bearing the economic risk of the investment in
the Units for the indefinite future. At this time, Investor has assets
or sources of income which, if taken together, are more than sufficient
so that Investor could bear the risk of loss or his or her entire
investment in the Units.
(g) Investor is aware that this transaction is a "private placement"
and has not been reviewed by the United States Securities and Exchange
Commission or by any state securities authorities. No agency, federal
or state, has passed upon the fairness or merits of this investment.
(h) Neither this Subscription Agreement nor Investor's rights
hereunder, may be assigned, sold or transferred in any manner and this
Subscription Agreement may not be altered, amended or revoked without
the prior written consent of the President of the Company.
The foregoing representations, warranties and covenants are true and accurate as
of the date hereof and shall be true and accurate as of the date of completion
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of this Private Placement. If such representations and warranties shall not be
true and accurate in any respect prior to completion of the Private Placement,
Investor shall give written notice of such fact to the Company, specifying which
representations and warranties are not true and accurate and the reasons
therefor.
4. INDEMNIFICATION. Investor acknowledges that he understands the
meaning and legal consequences of the representations and warranties contained
herein, and Investor hereby agrees to indemnify and hold harmless the Company,
its officers, directors, management, promoters, auditors, attorneys, and
representatives, and any person controlling the Company within the meaning of
Section 15 of the Act, from and against any and all claim, loss, damage, expense
and liability whatsoever (including, but not limited to, any and all expenses
whatsoever reasonably incurred in investigating, preparing or defending any
litigation commenced or threatened or any claim whatsoever) based upon, due to
or arising out of a breach of any representation or warranty or covenant of the
undersigned contained in this Subscription Agreement or in the Financial
Questionnaire or of any false representation by Investor.
5. MISCELLANEOUS.
(a) This Subscription Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and
supersedes all prior negotiations and understandings which are deemed
to have been merged herein. No representations were made or relied upon
by either party, other than those expressly set forth herein.
(b) This Subscription Agreement shall be amended only by a further
written document. No agent, employee, or other representative of any
party is empowered to alter any of the terms hereof, including
specifically this Paragraph, unless done in writing and signed by both
parties.
(c) Whenever required by the context hereof: the masculine gender shall
be deemed to include the feminine and neuter; and the singular number
shall be deemed to include the plural. Time is expressly declared to be
of the essence of this Agreement. This Agreement shall be deemed to
have been mutually prepared by all parties and shall not be construed
against any particular party as the draftsman. The invalidity of any
one or more of the words, phrases, sentences, clauses, sections or
subsections contained in this Agreement shall not affect the
enforceability of the remaining portions of this Agreement or any part
hereof, all of which are inserted conditionally on their being valid in
law, and, in the event that any one or more of the words, phrases,
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sentences, clauses, sections or subsections contained in this Agreement
shall be declared invalid by a court of competent jurisdiction, this
Agreement shall be construed as if such invalid word or words, phrase
or phrases, sentence or sentences, clause or clauses, section or
sections, or subsection or subsections had not been inserted.
(d) The validity, interpretation, and performance of this Agreement
shall be controlled by and construed under the laws of the State of
Nevada. Venue and jurisdiction of any controversy or claim arising out
of, or relating to this Subscription Agreement, or the breach thereof,
that cannot be resolved by negotiation, shall be in West Berlin, Mew
Jersey USA. In any legal action or other proceeding involving, arising
out of or in any way relating to this Agreement, the prevailing party
shall be entitled to recover reasonable attorneys' fees, costs, and
expenses of litigation.
(e) The failure of any party to object to, or to take affirmative
action with respect to, any conduct of any other party which is in
violation of the terms of this Agreement shall not be construed as a
waiver of such violation or breach, or of any future breach, violation,
or wrongful conduct. No delay or failure by any party to exercise any
right under this Agreement, and no partial or single exercise of that
right, shall constitute a waiver or exhaustion of that or any other
right, unless otherwise expressly provided herein.
(f) Headings in this Subscription Agreement are for convenience only
and shall not be used to interpret or construe its provisions.
(g) This Subscription Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same instrument.
(h) The provisions of this Subscription Agreement shall be binding upon
and inure to the benefit of each of the parties and their respective
successors and assigns.
(i) Investor is a bona fide resident of Ireland, Ireland is Investor's
principal residence, and Investor is at least 18 years of age.
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(j) Investor understands and agrees that if Investor's subscription is
accepted, Investor will be required to execute such additional
documents as may be necessary to effect the issuance of the Company's
Units which Investor has purchased.
IN WITNESS WHEREOF, the undersigned has executed and delivered this
Subscription Agreement this ____ day of ____________________, 2008 and requests
that the securities be registered as directed on the attached sheet.
INDIVIDUAL SIGNATURE(S):
(Investor)
(Co-investor, if any)
CORPORATE SIGNATURE:
Name of Corporation:
By:
Title:
ACCEPTED: GLOBAL RESOURCE CORPORATION
By: President
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SECURITIES ISSUANCE INSTRUCTIONS
The Units of hereinabove subscribed Units are to be issued and registered as
follows (please type or print):
NAME(s)
______________________________________________________________________________
______________________________________________________________________________
HOME
ADDRESS
___________________________________________
___________________________________________
MAILING
ADDRESS
___________________________________________
___________________________________________
PHONE (Home)___________________ (BUSINESS) ______________________
If Investor is a corporation:
SIGNATURE OF AUTHORIZED OFFICER
___________________________
FEDERAL EIN. OF CORPORATE
PURCHASER:
___________________________
If Investor(s) are individuals:
PURCHASER'S SIGNATURE
___________________________
CO-PURCHASER'S SIGNATURE
____________________________
SOCIAL SECURITY NUMBER OF PRIMARY PURCHASER:
______________________________
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