EXHIBIT 10.1
SUBSCRIPTION AGREEMENT
Pacific Gold Corp. ("Company") and the person executing this
subscription agreement hereby agree as follows:
1. Subscription for Shares. I (sometimes referred to herein as the
___________________ ("Investor") hereby subscribe for and agree to purchase
$_______________ worth of the common stock ("Common Stock") being offered by the
Company at $0.25 per share ("Shares") described in the Prospectus dated
______________________ of the Company ("Prospectus") upon the terms and
conditions of the offering described in the Prospectus.
2. Offering Period. The Shares are currently being offered by the
Company through ______________________ ("Termination Date").
3. Investor Delivery of Documents and Payment. I hereby tender to
the Company (i) the full purchase price by check or wire and (ii) two manually
executed copies of this Subscription Agreement. Prior to the acceptance of the
subscription by the Company or the return of the subscription amount, the funds
will not be held in an escrow account but will be the property of the Company.
4. Acceptance or Rejection of Subscription. The Company has the
right to reject this subscription for Shares, in whole or in part for any reason
and at any time prior to it being accepted. In the event of the rejection of
this subscription, my subscription amount paid will be returned promptly to me
without interest or deduction and this Subscription Agreement will have no force
or effect. The Shares subscribed for herein will not be deemed issued to or
owned by me until two copies of this Subscription Agreement have been executed
by me and countersigned by the Company and a closing with respect to my
subscription has occurred.
5. Closing and Delivery of Shares. Closings will occur on a rolling
basis from time to time at the discretion of the Company, at the offices of the
Company, at any time prior to the Termination Date. In the event my subscription
is accepted, the certificates representing the Shares will be delivered promptly
to me, along with a fully executed version of this Agreement within ten business
days.
6. Investor Representations and Warranties. I acknowledge,
represent and warrant to the Company as follows:
6.1 Obligations of the Company and the Investor. The Company
has no obligation to me other than as set forth in this Agreement. I am not
entitled to cancel, terminate or revoke this subscription, and any agreements
made in connection herewith will survive my death or disability. In order to
induce the Company to issue and sell the Shares to me, I represent and warrant
that the information relating to me stated herein is true and complete as of the
date hereof and will be true and complete as of the date on which my purchase of
Shares becomes effective. If, prior to the final consummation of the offer and
sale of the Shares, there should be any change in such information or any of
such information becomes incorrect or incomplete, I agree to notify the Company
and supply the Company promptly with corrective information.
6.2 Information About the Company.
(1) I have read the Prospectus and fully understand
the Prospectus, including the Section entitled "Risk Factors." I understand that
there is no assurance as to the future performance of the Company. I have not
relied on information other than what can be found in the Prospectus in making
my decision to invest in the Shares.
(2) I have received no representation or warranty from
the Company or any of its respective officers, directors, employees or agents in
respect of my investment in the Company.
7. Entity Authority. If the Investor is a corporation, partnership,
company, trust, employee benefit plan, individual retirement account, Keogh
Plan, or other tax-exempt entity, it is authorized and qualified to become an
investor in the Company and the person signing this Subscription Agreement on
behalf of such entity has been duly authorized by such entity to do so.
8. Governing Law and Jurisdiction. This Subscription Agreement will
be deemed to have been made and delivered in New York City and will be governed
as to validity, interpretation, construction, effect and in all other respect by
the internal laws of the State of New York. Each of the Company and the Investor
hereby (i) agrees that any legal suit, action or preceding arising out of or
relating to his Subscription Agreement will be instituted exclusively in New
York State Supreme Court, County of County of New York, or in the United States
District Court for the Southern District of New York, (ii) waives any objection
to the venue of any such suit, action or proceeding and the right to assert that
such forum is not a convenient forum for such suit, action or proceeding, (iii)
irrevocably consents to the jurisdiction of the New York State Supreme Court,
County of New York and the United States District Court for the Southern
District of New York in any such suit, action or proceeding, (iv) agrees to
accept and acknowledge service of any and all process that may be served in any
such suit, action or proceeding in New York State Supreme Court, County of New
York or in the United States District Court for the Southern District of New
York, and (v) agrees that service of process upon it mailed by certified mail to
its address set forth on my signature page will be deemed in every respect
effective service of process upon it in any suit, action or proceeding.
9. Counterparts. This Subscription Agreement may be executed in one
or more counterparts, each of which will be deemed an original but all of which
together will constitute one and the same instrument. The execution of this
Subscription Agreement may be by actual or facsimile signature.
10. Benefit. This Subscription Agreement is binding upon and inures
to the benefit of the parties hereto and their respective heirs, executors,
personal representative, successors and assigns.
11. Notices. All notices, offers, acceptance and nay other acts
under this Subscription Agreement (except payment) must be in writing, and is
sufficiently given if delivered to the addresses in person, by overnight courier
service, or, if mailed, postage prepaid, by certified mail (return receipt
requested), and will be effective three days after being placed in the mail if
mailed, or upon receipt or refusal or receipt, if delivered personally or by
courier or confirmed telecopy, in each case addressed to a party. All
communication to me should be sent to my preferred address on the signature page
hereto. All communications to the Company should be sent to Mr. Mitchell
Geisler, President, Pacific Gold Corp., 157 Adelaide St. West, #600, Toronto,
Ontario, Canada M5H 4E7. Each party may designate another address by notice to
the other parties.
12. Oral Evidence. This Subscription Agreement constitutes the
entire agreement between the parties with respect to the subject matter hereof
and supersedes all prior oral and written agreements between the parties hereto
with respect to the subject matter hereof. This Subscription Agreement may not
be changed, waived, discharged, or terminated orally, but rather, only by a
statement in writing signed by the party or parties against which enforcement or
the change, waiver, discharge or termination is sought.
2
13. Section Headings. Section headings herein have been inserted for
reference only and will not be deemed to limit or otherwise affect, in any
matter, or be deemed to interpret in whole or in part, any of the terms or
provisions of this Subscription Agreement.
14. Survival of Representations; Warranties and Agreements. The
representations, warranties and agreements contained herein will survive the
delivery of, and the payment for, the Shares.
15. Acceptance of Subscription. The Company may accept this
Subscription Agreement at any time for all or any portion of the Shares
subscribed for by executing a copy hereof as provided and notifying me within a
reasonable time thereafter.
3
SIGNATURE PAGE FOR INDIVIDUAL INVESTORS - COMPLETE ALL INFORMATION
Name: ______________________ Name of Joint Investor (if any): __________________
Residence Address: ____________________________________________________________
Telephone: (H)________________ (W)____________________ Fax ___________________
Occupation:__________________Employer:__________________________________________
Business Address: ______________________________________________________________
Send communications to: | | Home | | Office | | E-Mail: ______________
Age: _______________
Social Security Number: ____________________
Check manner in which securities are to be held:
| | Individual Ownership | | Tenants in Common | | Joint Tenants with
Right of Survivorship
(both parties must sign)
| | Community Property | | Other (please indicate)
_______________________
________________________________________________________________________________
ALL INVESTORS MUST SIGN AND | The foregoing subscription is accepted
PRINT NAME BELOW | and the Company hereby agrees to be
| bound by its terms.
|
|
Signature:____________________________ |
|
Print Name:___________________________ | PACIFIC GOLD CORP.
|
Date:_________________________________ |
|
[Joint Subscriber, if any] | By: _____________________________
| Name: Mitchell Geisler
Signature:____________________________ | Title: President
|
Print Name:___________________________ | Date: ___________________________
|
Date:_________________________________ |
________________________________________________________________________________
4
SIGNATURE PAGE FOR ENTITY INVESTORS - COMPLETE ALL INFORMATION
Name of Entity: ________________________________________________________________
Address of Principal Office: ___________________________________________________
Telephone: ____________________________ Fax: _______________________________
Taxpayer Identification Number: ____________________________
Check type of Entity:
| | Employee Benefit | | Limited | | General | | Individual
Plan Trust Partnership Partnership Retirement Account
| | Limited Liability | | Revocable Trust | | Corporation | | Other
Company (please indicate)
Date of Formation or incorporation: ____________
State of Formation: ___________________
Describe the business of the Entity: ___________________________________________
________________________________________________________________________________
List the names and positions of the executive officers, managing members,
partners or trustees authorized to act with respect to investments by the Entity
generally and specify who has the authority to act with respect to this
investment.
________________________________________________________________________________
Name | Position |Authority for this investment
| | (yes or no)
________________________|________________________|______________________________
| |
________________________|________________________|______________________________
| |
________________________|________________________|______________________________
| |
________________________|________________________|______________________________
5
________________________________________________________________________________
ALL INVESTORS MUST SIGN AND | The foregoing subscription is accepted
PRINT NAME BELOW | and the Company hereby agrees to be
| bound by its terms.
|
|
Signature:____________________________ |
|
Print Name:___________________________ | PACIFIC GOLD CORP.
|
Date:_________________________________ |
|
[Joint Subscriber, if any] | By: _____________________________
| Name: Mitchell Geisler
Signature:____________________________ | Title: President
|
Print Name:___________________________ | Date: ___________________________
|
Date:_________________________________ |
________________________________________________________________________________
6