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Share Subscription Agreement

Vanguard Ventures Inc.

1. Definitions and Interpretation

1.1. Definitions

In this Agreement, the following terms have the following meanings:

• "Company" means Vanguard Ventures Inc., a corporation organized and existing under the laws of the United States.


• "Investor" means the person or entity subscribing for Shares pursuant to this Agreement.


• "Shares" means the shares of common stock of the Company, par value $0.01 per share, to be issued and sold to the Investor pursuant to this Agreement.


• "Subscription Amount" means the aggregate price of the Shares purchased by the Investor under this Agreement.


• "Subscription Price" means the price per Share, as determined in accordance with Section 2.1.

2. Subscription

2.1. Subscription Price

The price per Share shall be $10.00, subject to adjustment as provided in Section 2.4.

2.2. Subscription and Payment

The Investor hereby subscribes for and agrees to purchase from the Company such number of Shares as is equal to the Subscription Amount divided by the Subscription Price, subject to the terms and conditions set forth in this Agreement. The Investor shall deliver to the Company the Subscription Amount by wire transfer of immediately available funds to an account designated by the Company, no later than five (5) business days after the execution of this Agreement.

2.3. Closing and Issuance of Shares

The closing of the sale of Shares (the "Closing") shall take place at the offices of the Company (or remotely via the exchange of signed documents and wires) within ten (10) business days following the receipt by the Company of the Subscription Amount. Upon Closing, the Company shall issue the Shares to the Investor by entering the Investor's name, the number of Shares subscribed for, and the Subscription Price in the stock register of the Company.

2.4. Adjustments to Subscription Price

If any securities are issued, combined, subdivided, reclassified, or otherwise changed, the Subscription Price in effect immediately before such event shall be adjusted so that the Investor shall be entitled to receive the number of Shares that the Investor would have owned immediately following such event had the Shares been issued immediately before such event.

3. Representations, Warranties, and Covenants

3.1. Investor Representations, Warranties, and Covenants

The Investor represents, warrants, and covenants to the Company as follows:

• (a) The Investor has full legal capacity and authority to enter into and perform this Agreement, and this Agreement constitutes a valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms.


• (b) The Investor has the financial capability to purchase the Shares for the Subscription Amount.


• (c) The Investor has been given full access to information regarding the Company's operations and financial condition, and the Investor has had the opportunity to ask questions and receive answers from the Company's management concerning the Company, its operations, and its financial condition.


• (d) The Investor understands that the Shares involve a high degree of risk, including the risks of fluctuation in the value of the Shares, the possibility of dilution, the possibility of a limited or nonexistent market for the resale of the Shares, and the possibility of a loss of the entire investment.


• (e) The Investor is purchasing the Shares for investment purposes only, and not with a view to, or for sale in connection with, any distribution thereof in violation of any applicable securities laws.

3.2. Company Representations, Warranties, and Covenants

The Company represents, warrants, and covenants to the Investor as follows:

• (a) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the United States and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted.


• (b) The Company has full corporate power and authority to enter into and perform this Agreement, and the execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate action on the part of the Company.


• (c) This Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors' rights and remedies generally.


• (d) The Company has duly authorized the issuance and sale of the Shares, and, when issued, the Shares will be validly issued, fully paid, and non-assessable.

4. Miscellaneous

4.1. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the United States, without giving effect to any choice of law or conflict of law provisions or rule that would cause the application of the laws of any jurisdiction other than the United States.

4.2. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous understandings, communications, agreements, representations, warranties and guarantees, whether written or oral, between the parties pertaining to its subject matter.

4.3. Amendments

This Agreement may be amended or modified only by a written instrument executed by the parties hereto.

4.4. Notices

All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered in person, by email, by reputable overnight courier, or on the third business day after being mailed by first class mail, postage prepaid, in each case, addressed to a party's address as set forth in this Agreement or as a party may designate by notice to the other parties.

4.5. Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument.

IN WITNESS WHEREOF, each of the parties has executed this Share Subscription Agreement, in the case of the Company, by its duly authorized officer, as of the date first above written.

[INSERT NAME OF INVESTOR]
By: _________________________________
Name: _______________________________
Title: ________________________________

VANGUARD VENTURES INC.
By: _________________________________
Name: _______________________________
Title: ________________________________