SUBSCRIPTION AGREEMENTSubscription Agreement • July 3rd, 2007 • Bluegate Corp • Services-business services, nec • Texas
The undersigned (the “Investor”) is writing to advise you of the following terms and conditions under which the Investor hereby offers to subscribe (the “Offer”) for the securities of this offering which are offered by Bluegate Corporation, a Nevada corporation (the “Company”). There is no placement agent for the offering as it is being offered directly by management. The Company is issuing securities consisting of its Series C Convertible Non-Redeemable Preferred Stock, par value $.001 (“Series C Preferred Stock”) with warrants to acquire shares of the Company's Common Stock, par value $.001(“Warrants”) (collectively, the “Securities”) at $12,500 per Security. Each Security contains one (1) share of Series C Preferred Stock and a warrant to purchase 125,000 shares of Common Stock at $0.17 per share. The undersigned understands that the Securities are being issued pursuant to the exemption from registration requirements of the Securities Act of 1933, as amended (the “Act”), provided by
STOCK OPTION AGREEMENTStock Option Agreement • July 3rd, 2007 • Bluegate Corp • Services-business services, nec
THIS GRANT, dated as of the date of grant first stated above (the "Date of Grant"), is delivered by Bluegate Corporation (the "Company") to Gilbert Gertner (the "Grantee"), who is an employee, consultant or director of the Company or one of its subsidiaries (the Company is sometimes referred to herein as the "Employer").
BLUEGATE CORPORATION SUITE 600 HOUSTON, TEXAS 77024 STOCK PURCHASE WARRANTBluegate Corp • July 3rd, 2007 • Services-business services, nec • Texas
THIS CERTIFIES THAT, for value received, SAI Corporation (the "Holder"), is entitled to purchase from BLUEGATE CORPORATION, a Nevada corporation (the "Company"), at any time from June 28, 2007 until 5:00 p.m. (EST) on June 28, 2012, 1,000,000 fully paid and non-assessable shares of the Company's common stock, par value $0.001 per share ("Common Stock"), at an exercise price of $0.17 per share, as adjusted.
