EXHIBIT 99.1
[FORM OF]
SUBSCRIPTION AGREEMENT
RUBINCON VENTURES INC.
A DELAWARE CORPORATION
RUBINCON VENTURES INC.
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ATTENTION: ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇
PRESIDENT AND DIRECTOR
The undersigned hereby subscribes for and agrees to purchase the number of
shares of Common Stock ("Shares") of RUBINCON VENTURES INC., a Delaware
corporation (the "Company"), specified in Section A below, on the terms and
conditions described herein. The Company may, in its sole discretion, accept or
reject any subscription or any part thereof.
A. SUBSCRIPTION AND METHOD OF PAYMENT. The undersigned hereby irrevocably
subscribes for the following number of Shares in consideration for the total
purchase price indicated.
________________________ x ___________ =
$_______________
Number of Shares Subscribed for Cost per Share Total Purchase
Price
B. REPRESENTATIONS, WARRANTIES AND COVENANTS. The undersigned acknowledges,
represents, warrants and covenants as follows:
1 The undersigned has carefully read this Subscription Agreement and the
attached Prospectus dated _____, 2003 and has relied exclusively on the
information provided or made available to the undersigned in writing by the
Company, including information from books and records of the Company, and/or
his, her or its own investigation of the Company. The undersigned acknowledges
that all documents, records and books of the Company pertaining to this
investment have been made available for inspection to the undersigned or the
undersigned's attorney and/or advisor(s).
2. An investment in the Shares is speculative and involves certain risks,
including the possible loss of an investor's entire investment. The Company is
subject to significant risks including, but not limited to, the following: (i)
the Company is in the exploration stage and has not had significant operations
since its inception; (ii) as a exploration stage company, the Company has had
virtually no revenues from sales or operations; (iii) in order to achieve its
quotes, the Company will have to raise additional capital; (iv) no assurances
can be given that a market will develop for the Company's product; and (v) the
subscriber's investment may be subject to substantial deterioration in value.
3. The address set forth below is the undersigned's true and correct address
and residence. The undersigned has no current intention of becoming a resident
of any other state of jurisdiction in the foreseeable future.
4. The undersigned has all requisite power, authority and capacity to
acquire and hold the Shares to execute, deliver and comply with the terms of
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each of the instruments required to be executed and delivered by the undersigned
in connection with the subscription for the Shares as contemplated by this
Subscription Agreement and the attached Prospectus, and such execution, delivery
and compliance do not conflict with, or constitute a default under, any
instruments governing the undersigned, any law, regulation or order, or any
agreement to which the undersigned is a party or by which the undersigned may be
bound.
C. MISCELLANOUS
1. The undersigned agrees that the undersigned may not cancel, terminate or
revoke this Subscription Agreement or any agreement of the undersigned made
hereunder and that this Subscription Agreement shall survive the death or
disability of the undersigned and shall be binding upon the undersigned's heirs,
executors, administrators, successors and assigns, who shall execute a
substantially similar agreement.
2. Notices required or permitted to be given hereunder shall be in writing
and shall be deemed to be sufficiently given when personally delivered or when
sent by registered mail, return receipt requested, addressed to the other party
at the address of such party set forth in this Subscription Agreement, as
amended from time to time, or to such other address furnished by notice given in
accordance with this paragraph.
3. This Subscription Agreement constitutes the entire agreement among the
parties hereto with respect to the subject matter hereof and may be amended only
by a writing executed by all parties hereto.
4. This Subscription Agreement shall be enforced, governed and construed in
all respects in accordance with the laws of the State of Delaware without giving
effect to conflicts of laws provisions. The undersigned hereby agrees that any
suit, action or proceeding with respect to this Subscription Agreement, any
amendments or any replacements hereof, and any transactions relating hereto
shall be brought in the courts of, or the State or Federal courts in, the State
of Delaware, and the undersigned hereby irrevocably consents and submits to the
jurisdiction of such courts for the purposes of any such suit, action or
proceeding. The undersigned hereby waives, and agrees not to assert against the
Company or any assignee thereof, by way of motion, as a defense, or otherwise,
in any such suit, action or proceeding, (a) any claim that he or she is not
personally subject to the jurisdiction of the above-named courts or that
his/her/its property is exempt or immune from setoff, execution or attachment,
either prior to judgment or in execution thereof, and (b) to the extent
permitted by applicable law, any claim that such suit, action or proceeding is
brought in an inconvenient forum or that the venue of suit, action or proceeding
is improper or that this Subscription Agreement or any amendments or any
replacements hereof may not be enforced in or by such courts. Venue for such
actions as set forth above is intended to be exclusive.
The foregoing Subscription Agreement is signed, and the terms are agreed to this
day of , 2003.
PURCHASER(S):
(Signature) (Signature)
(Print Name) (Print Name)
(Address) (Address)
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NOTE: For Joint Tenants or Tenants-in-Common, both or all parties must sign.
Please also indicate the interest of each Investor.
Receipt is hereby acknowledged of the amount first written in connection with
and on the terms and subject to the conditions set forth in this share
subscription:
DATED: , 2003
RUBINCON VENTURES INC.
Per:
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Authorized Signatory
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