EX-10.1
from 8-K
12 pages
The Securities Offered Hereby Have Not Been Registered Under the Securities Act of 1933, as Amended (The “Securities Act”), and Are Proposed to Be Issued in Reliance Upon an Exemption From the Registration Requirements of the Securities Act Provided by Regulation S Promulgated Under the Securities Act. Upon Any Sale, Such Securities May Not Be Reoffered for Sale or Resold or Otherwise Transferred in the United States or to U.S. Persons Except in Accordance With the Provisions of Regulation S, Pursuant to an Effective Registration Under the Securities Act, or Pursuant to an Available Exemption From Registration Under the Securities Act. Hedging Transactions Involving the Securities May Not Be Conducted Unless in Compliance With the Securities Act. Regulation Subscription Agreement NON-U.S. Persons Only This Agreement Is Made Effective as of the 25 Day of September, 2012. Between: And: The Subscriber Listed on the Execution Page to This Agreement of the First Part (Hereinafter Called the “Corporation”) the Parties Hereby Agree as Follows: 1. Definitions the Following Terms Will Have the Following Meanings for All Purposes of This Agreement. · (A) “Agreement” Means This Agreement, and All Schedules and Amendments to This Agreement. · (B) “Common Stock” Means the Shares of Common Stock of the Corporation, $0.90 Par Value Per Share. · (C) “Corporation” Means Great American Energy Corp, a Nevada Corporation. · (D) “Exchange Act” Means the United States Securities Exchange Act of 1934, as Amended. · (E) “Offering” Means the Offering of the Units by the Corporation as Set Forth Herein. of the Second Part · (F) “Purchase Price” Means the Purchase Price Payable by the Subscriber to the Corporation in Consideration for the Purchase and Sale of the Units in Accordance With Section 2 of This Agreement
12/34/56
EX-10
from 8-K/A
13 pages
Whereas, Pursuant to the Terms as Outlined in That Certain Letter Agreement Between the Parties, Dated Apr 28, 2012 (The "Letter Agreement"), the Optionor Wishes to Grant to the Company an Option to Purchase Sixty Per Cent (60.0%) Interest in and to the Property, and the Company Wishes to Option on the Same Terms and Subject to the Conditions as More Particularly Set Forth Herein. Now Therefore, in Consideration of the Mutual Covenants and Representations and Subject to the Conditions Herein, the Parties Hereto Agree as Follows: 1. Representations and Warranties of the Parties Each Party Represents and Warrants to the Other Party Hereto That: A. Authority. Each Party Has Full Power and Authority to Enter Into This Agreement and Any Agreement Referred to or Contemplated by This Agreement
12/34/56
EX-10
from 8-K
14 pages
Whereas, Pursuant to the Terms as Outlined in That Certain Letter Agreement Between the Parties, Dated Jan , 2012 (The “Letter Agreement”), the Optionor Wishes to Grant to the Company an Option to Purchase Sixty Per Cent (60.0%) Interest in and to the Property, and the Company Wishes to Option on the Same Terms and Subject to the Conditions as More Particularly Set Forth Herein. Now Therefore, in Consideration of the Mutual Covenants and Representations and Subject to the Conditions Herein, the Parties Hereto Agree as Follows: 1. Representations and Warranties of the Parties Each Party Represents and Warrants to the Other Party Hereto That: A. Authority. Each Party Has Full Power and Authority to Enter Into This Agreement and Any Agreement Referred to or Contemplated by This Agreement
12/34/56
