Common use of Subscription Offer Clause in Contracts

Subscription Offer. Subject to the terms and conditions hereof Subscriber hereby irrevocably offers to purchase 16,000,000 shares of the Company's common stock representing 40.8% of the issued share capital of the Company at a price of $0.025 per share, for a total purchase price of US $400,000. Such shares and any additional shares in the capital stock of the Company purchased hereunder are collectively referred to herein as the "Securities". The purchase price for the 16,000,000 shares subscribed for herein is payable in full on December 15, 2000 or such later date as to which the parties hereto may mutually agree in writing (the "Closing Date") firstly, by crediting the sum of US $89,650, which was paid to the Company on December 1, 2000 (the receipt of which is hereby acknowledged by the Company), towards payment of the purchase price, and secondly, by deposit on the Closing Date of the Canadian Dollar equivalent of the sum of US $310,350 into the bank account of the Company at Vancouver B.C., Canada (details of such account to be provided by the Company by written notice delivered to the Subscriber on or before December 12, 2000), to the credit of ▇▇▇▇▇▇▇▇.▇▇▇ Inc., OR, at the option of the Company, exercised by notice in writing delivered to the Subscriber on or before December 12, 2000, by deposit into the US Dollar account of the Company in Vancouver, B.C. Canada (details of account to be provided by the Company in such written notice) of the sum of US $310,350, provided that the Company and the Subscriber acknowledge and agree that it is their mutual intent that the Securities shall constitute 40.8% of the total issued and outstanding share capital of the Company as at the Closing Date. Accordingly: (a) if, at any time before or after the Closing Date any options, warrants, pre-emptive rights or other rights to acquire shares in the capital of the Company which exist on the Closing Date, including without limitation rights held on the Closing Date by ▇▇▇▇▇▇▇▇▇ Digital Inc. or any entity related thereto and by ▇▇▇▇▇▇ Private Equity, LLC or any entity related thereto, are exercised; (b) if, at any time before or after the Closing Date, any debt or liability of the Company existing on the Closing Date is converted or otherwise settled in whole or in part by the Company issuing equity shares or securities or other instruments convertible into equity shares in the capital of the Company, or if equity shares in the capital of the Company are issued to the Subscriber, or to any other person or entity to raise equity capital for the purposes of selling in whole or in part any debt, liability or obligation of the Company existing on the Closing Date; and (c) if, at any time before or after the Closing Date the Company should issue any shares in its capital stock with respect to any repurchase of rights or shares held by others in, or the settlement of obligations of, any subsidiary or affiliate of the Company which exist on the Closing Date, then the Company shall give written notice of the occurrence of any such event and upon each issuance of equity shares of the Company pursuant to the exercise of any such options, warrants, pre-emptive rights or other rights described in paragraph (a) above, and upon each issuance of equity shares upon the conversion or settlement of any such debt, obligation or liability or the exercise of any such conversion rights described in paragraph (b) above and upon the issuance of any shares as contemplated in paragraph (c) above, the Subscriber shall have the right, exercisable by notice in writing to the Company, to subscribe for such number of additional equity shares in the capital of the Company at a price equal to US $.01 per share such that after such shares have been subscribed for, allotted and issued the Subscriber shall continue to hold 40.8% of the issued and outstanding equity shares in the capital of the Company as if such shares described in paragraphs (a) and (b) above had been issued and were, on the Closing Date, outstanding.

Subscription Offer. Subject to the terms and conditions hereof Subscriber hereby irrevocably offers to purchase 16,000,000 4,000,000 shares of the Company's common stock representing 40.8% of the issued share capital of the Company at a price of $0.025 per share, for a total purchase price of US $400,000100,000. Such shares and any additional shares in the capital stock of or the Company purchased hereunder are collectively referred to herein as the "Securities". The purchase price for the 16,000,000 4,000,000 shares subscribed for herein is payable in full on December 15, 2000 or such later date as to which the parties hereto may mutually agree in writing (the "Closing Date") firstly, by crediting the sum of US $89,650, which was paid to the Company on December 1, 2000 (the receipt of which is hereby acknowledged by the Company), towards payment of the purchase price, and secondly, by deposit on the Closing Date of the Canadian Dollar equivalent of the sum of US $310,350 100,000 into the a bank account of the Company at Vancouver B.C., Canada (details of such account to be provided by the Company to the Subscriber by written notice in writing delivered to the Subscriber on or before December 12, 2000), to the credit of ▇▇▇▇▇▇▇▇.▇▇▇ Inc., ORor, at the option of the Company, exercised by notice in writing delivered to the Subscriber on or before December 12, 2000, by deposit into the a US Dollar bank account of the Company in Vancouver, B.C. Canada (details of such account to be provided by the Company in such written notice) of the sum of US $310,350100,000, provided that the Company and the Subscriber acknowledge and agree that it is their mutual intent that the Securities shall constitute 40.810.2% of the total issued and outstanding share capital of the Company as at the Closing Date. Accordingly: (a) if, at any time before or after the Closing Date any options, warrants, pre-emptive rights or other rights to acquire shares in the capital of the Company which exist on the Closing Date, including without limitation rights held on the Closing Date by ▇▇▇▇▇▇▇▇▇ Digital Inc. or any entity related thereto and by ▇▇▇▇▇▇ Private Equity, LLC or any entity related thereto, are exercised; (b) if, at any time before or after the Closing Date, any debt or liability of the Company existing on the Closing Date is converted or otherwise settled in whole or in part by the Company issuing equity shares or securities or other instruments convertible into equity shares in the capital of the Company, or if equity shares in the capital of the Company are issued to the Subscriber, or to any other person or entity to raise equity capital for the purposes of selling in whole or in part any debt, liability or obligation of the Company existing on the Closing Date; and (c) if, at any time before or after the Closing Date the Company should issue any shares in its capital stock with respect to any repurchase of rights or shares held by others in, or the settlement of obligations of, any subsidiary or affiliate of the Company which exist on the Closing Date, then the Company shall give written notice to the Subscriber of the occurrence of any such event and upon each issuance of equity shares of the Company pursuant to the exercise of any such options, warrants, pre-emptive rights or other rights described in paragraph (a) above, and upon each issuance of equity shares upon the conversion or settlement of any such debt, obligation or liability or the exercise of any such conversion rights described in paragraph (b) above and upon the issuance of any shares as contemplated in paragraph (c) above, the Subscriber shall have the right, exercisable by notice in writing to the Company, to subscribe for such number of additional equity shares in the capital of the Company at a price equal to US $.01 per share such that after such shares have been subscribed for, allotted and issued the Subscriber shall continue to hold 40.810.2% of the issued and outstanding equity shares in the capital of the Company as if such shares described in paragraphs (a) and (b) above had been issued and were, on the Closing Date, outstanding.