ETERNAL ENERGY CORP. SUBSCRIPTION AGREEMENT
ETERNAL
ENERGY CORP.
Eternal
Energy Corp.
c/o
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇
▇▇▇▇ LLP
▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Dear
▇▇.
▇▇▇▇:
The
undersigned hereby subscribes to purchase the securities (the “Securities”) of
Eternal Energy Corp. (formerly known as Golden Hope Resources Corp.), a Nevada
corporation (the “Company”), consisting of ________ shares (the “Shares”) of the
Company’s Common Stock and a warrant, in the form attached hereto as
Exhibit
A
(the
“Warrant”), to purchase up to ________ shares of the Company’s Common Stock, in
accordance with the following paragraphs. This subscription may be rejected
in
whole or in part by the Company, in its sole and absolute discretion for any
cause or for no cause. Any questions regarding this document or the investment
described herein should be directed to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ LLP, ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, (▇▇▇) ▇▇▇-▇▇▇▇.
1. Purchase.
Subject
to the terms and conditions hereof, the undersigned hereby irrevocably agrees
to
purchase the Securities, consisting of __________ Shares and a Warrant to
purchase ___________ shares of the Company’s Common Stock, at an exercise price
of $1.20 per share, for a total purchase price of $___________, and tenders
such
purchase price by means of a check (cashiers, certified, or personal), money
order, or wire transfer made payable to: “▇▇▇▇▇ ▇▇▇▇ LLP Client Trust Account,
as Escrow Agent for Eternal Energy Corp.”
2. Representations
and Warranties of the Purchaser.
The
undersigned hereby makes the following representations and warranties to the
Company, and the undersigned agrees to indemnify, hold harmless, and pay all
causes
of
action, lawsuits, debts, controversies, damages, claims, demands and judgments
(including litigation expenses and reasonable attorneys' fees) incurred by
the
Company, and its
past
and present officers, directors, employees, agents, successors and
assigns,
whether
or not under federal or state securities laws, arising out of or in connection
with the undersigned’s misrepresentation or breach of any of the representations
and warranties set forth herein, including, without limitation,
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(a)
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The
undersigned is the sole and true party in interest and is not purchasing
the Securities for the benefit of any other person and has
not granted any other person any right or option or any participation
or
beneficial interest in any of the Securities;
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(b)
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The
undersigned confirms receipt and careful review of all written material
provided by, or on behalf of, the Company in respect of its business
and
prospects, and all information provided by the Company to its stockholders
and the undersigned in respect of its business and prospects, including
all attachments and exhibits thereto. The undersigned understands
that all
books, records, and documents of the Company relating to this investment
have been and remain available for inspection by the undersigned
upon
reasonable notice. The undersigned confirms that all documents requested
by the undersigned have been made available, and that the undersigned
has
been supplied with all of the additional information concerning this
investment that has been requested. The undersigned confirms that
he has
obtained sufficient information, in his judgment or that of his
independent purchaser representative, if any, to evaluate the merits
and
risks of this investment. The undersigned confirms that he has had
the
opportunity to obtain such independent legal and tax advice and financial
planning services as the undersigned has deemed appropriate prior
to
making a decision to subscribe for the Securities. In making a decision
to
purchase the Securities, the undersigned has relied exclusively upon
his
experience and judgment, or that of his purchaser representative,
if any,
upon such independent investigations as he, or they, deemed appropriate,
and upon information provided by the Company in writing or found
in the
books, records, or documents of the
Company;
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(c)
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In
evaluating the suitability of this investment the undersigned has
not
relied upon any representations or other information (whether oral
or
written), other than that furnished to the undersigned by the Company
or
its representatives. The undersigned acknowledges and represents
that no
representations or warranties have been made to the undersigned by
the
Company or its directors, officers or any agents or representatives
with
respect to the business of the Company, the financial condition of
the
Company and\or the economic, tax or any other aspect or consequence
of the
purchase of the Securities and the undersigned has not relied upon
any
information concerning the Company, written or oral, other than supplied
to the undersigned by the Company.
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(d)
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The
undersigned has such knowledge and experience in financial and business
matters that the undersigned is capable of an evaluation of the merits
and
risks of the undersigned’s investment in the
Securities;
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(e)
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THE
UNDERSIGNED IS AWARE THAT AN INVESTMENT IN THE COMPANY IS HIGHLY
SPECULATIVE AND SUBJECT TO SUBSTANTIAL RISKS.
The undersigned is capable of bearing the high degree of economic
risk and
burdens of this venture, including, but not limited to, the possibility
of
a complete loss, the lack of a sustained and orderly public market,
and
limited transferability of the Securities, which may make the liquidation
of this investment impossible for the indefinite future. The
undersigned has the financial ability to bear the economic risks
of its
investment, has adequate means of providing for its current needs
and
personal contingencies, and has no need for liquidity in this investment.
The undersigned's commitment to investments that are not readily
marketable is not disproportionate to its net worth, and this investment
will not cause such overall commitment to become
excessive;
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(f)
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The
offer to sell the Securities was directly communicated to the undersigned
by such a manner that the undersigned, or his purchaser representative,
if
any, was able to ask questions of and receive answers from the Company
or
a person acting on its behalf concerning the terms and conditions
of this
transaction. At no time, except in connection and concurrently with
such
communicated offer, was the undersigned presented with or solicited
by or
through any leaflet, public promotional meeting, television advertisement,
or any other form of general
advertising;
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(g)
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The
Securities are being acquired solely for the undersigned’s own account,
for investment, and are not being purchased with a view to resale,
distribution, subdivision, or fractionalization
thereof;
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(h)
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The
undersigned understands that the Securities have not been registered
under
the Securities Act of 1933, as amended (the “Securities Act”), or any
state securities laws, in reliance upon exemptions from regulation
for
non-public offerings. The undersigned understands that the Securities
or
any interest therein may not be, and agrees that the Securities or
any
interest therein will not be, resold or otherwise disposed of by
the
undersigned unless the Securities are subsequently registered under
the
Securities Act and under appropriate state securities laws or unless
the
Company receives an opinion of counsel satisfactory to it that an
exemption from registration is
available;
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The
undersigned has been informed of and understands the
following:
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(1)
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There
are substantial restrictions on the transferability of the
Securities;
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(2)
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No
federal or state agency has made any finding or determination as
to the
fairness for public investment, nor any recommendation nor endorsement,
of
the Securities;
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(j)
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None
of the following information has ever been represented, guaranteed,
or
warranted to the undersigned, expressly or by implication by any
broker,
the Company, or agent or employee of the foregoing, or by any other
person:
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(1)
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The
approximate or exact length of time that the undersigned will be
required
to remain a holder of the
Securities;
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(2)
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The
amount of consideration, profit, or loss to be realized, if any,
as a
result of an investment in the
Company;
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(3)
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That
the past performance or experience of the Company, its officers,
directors, associates, agents, affiliates, or employees or any other
person will in any way indicate or predict economic results in connection
with the plan of operations of the Company or the return on the
investment;
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(k)
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The
undersigned has not distributed any information relating to this
investment to anyone other than his purchaser representative, if
any, and
no other person except such personal representative and the undersigned
has used this information;
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(l)
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The
undersigned hereby agrees to indemnify the Company and to hold it
harmless
from and against any and all liability, damage, cost, or expense,
including its attorneys’ fees and costs, incurred on account of or arising
out of:
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(1)
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Any
material inaccuracy in the declarations, representations, and warranties
hereinabove set forth;
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(2)
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The
disposition of the Securities or any part thereof by the undersigned,
contrary to the foregoing declarations, representations, and
warranties;
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(3)
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Any
action, suit, or proceeding based
upon:
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(i)
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the
claim that said declarations, representations, or warranties were
inaccurate or misleading or otherwise cause for obtaining damages
or
redress from the Company; or
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(ii)
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the
disposition of the Securities or any part
thereof.
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The
foregoing representations, warranties, agreements, undertakings and
acknowledgements are made by the undersigned with the intent that they be relied
upon in determining the undersigned’s suitability as a purchaser of the
Securities. In addition, the undersigned agrees to notify the Company
immediately of any change in any representation, warranty or other
information.
3.Transferability.
The
undersigned agrees not to transfer or assign the obligations or duties contained
in this Subscription Agreement or any of the undersigned’s interest herein
except to a subsidiary or affiliate of the undersigned.
4.Accredited
Investor.
The
undersigned is an “accredited investor,” as that term is defined in Rule 501(c)
of Regulation D promulgated under the Securities Act.
5.Understandings
of the Purchaser.
The
undersigned acknowledges, understands, and agrees that:
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(a)
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The
Company reserves the right to reject all or any part of this subscription
in their sole and absolute discretion for any cause or for no
cause;
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(b)
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The
undersigned will be promptly notified by the Company whether this
subscription has been accepted, either in whole or in part, and if
not
accepted in whole, agrees to accept the return of a proportionate
part of
the funds tendered to the Company as a refund or a return, and in
either
case without interest thereon or deduction therefrom;
and
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(c)
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The
Securities shall be deemed issued and owned by the undersigned upon
the
Company’s receipt of the purchase price therefor and its acceptance
thereof.
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6. State
Securities Laws.
The
offering and sale of the Securities is intended to be exempt from qualification
under the securities laws of Nevada.
7. Regulation
D.
Notwithstanding anything herein to the contrary, every person or entity who,
in
addition to or in lieu of the undersigned, is deemed to be a “purchaser”
pursuant to Regulation D promulgated under the Securities Act or any state
law,
does hereby make and join in making all of the covenants, representations,
and
warranties made by the undersigned.
8. Acceptance.
Execution and delivery of this Subscription Agreement shall constitute an
irrevocable offer to purchase the Securities indicated, which offer may be
accepted or rejected in whole or in part by the Company in its sole and absolute
discretion for any cause or for no cause. Acceptance of this offer by the
Company shall be indicated by its execution hereof.
9. Binding
Agreement.
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 heirs, successors, assigns,
executors, administrators, guardians, conservators, or personal representatives
of the undersigned.
10. Choice
of Law; Forum.
Notwithstanding the place where this Subscription Agreement or any counterpart
hereof may be executed by any of the parties hereto, the parties expressly
agree
that all the terms and provisions hereof shall be construed under the laws
of
the State of Nevada and that any actions related hereto shall be brought in
a
court of competent jurisdiction located in the County of ▇▇▇▇▇, State of
Nevada.
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IN
WITNESS WHEREOF, the undersigned has executed this Subscription Agreement on
the
date set forth on the signature page.
The
undersigned desires to take title in the Securities as an __________________
[individual, trust, partnership, corporation]. The exact spelling of name(s)
under which title to the Securities shall be taken, and the exact location
for
delivery of the Securities, is (please print):
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Name(s)
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(address)
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SIGNATURE
PAGE
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Purchase
Price subscribed: $_______________
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Number
of Shares subscribed: __________
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Number
of Warrant Shares: _____________
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Name
of Purchaser(s) (Please print or type)
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Signature
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Signature
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Social
Security/Tax Identification Number:
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Mailing
Address:
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Executed
at _________________________, this _______
day of
November, 2005.
(location)
SUBSCRIPTION
ACCEPTED:
ETERNAL
ENERGY CORP.
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By:
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▇▇▇▇▇▇▇
▇. ▇▇▇▇▇, President and CEO
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DATE: November
___, 2005
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