Attached files

file filename
S-1/A - NewGen BioPharma Corp.g5772.txt
EX-5.1 - NewGen BioPharma Corp.ex5-1.txt
EX-10.1 - NewGen BioPharma Corp.ex10-1.txt
EX-23.1 - NewGen BioPharma Corp.ex23-1.txt
EX-99.2 - NewGen BioPharma Corp.ex99-2.txt
EX-10.2 - NewGen BioPharma Corp.ex10-2.txt

                                                                    Exhibit 99.1

                             SUBSCRIPTION AGREEMENT
                               GREENWING NRG INC.
                                 (the "Company")

                     69 Saphire, The Grange, Stilorgan, Co.
                                 Dublin, Ireland
                             Tel: (353) 87 153 6399

A. Instructions.

Each person  considering  subscribing  for common  shares of the Company  should
review the following instructions:

Subscription Agreement:  Please complete, execute and deliver to the Company the
enclosed  copy of the  Subscription  Agreement.  The  Company  will  review  the
materials  and, if the  subscription  is accepted,  the Company will execute the
Subscription  Agreement  and  return one copy of the  materials  to you for your
records.

The Company shall have the right to accept or reject any subscription,  in whole
or in part.

An acknowledgment of the acceptance of your subscription will be returned to you
promptly after acceptance.

Payment:  Payment for the amount of the Shares  subscribed  for shall be made at
the time of delivery of the properly executed Subscription Agreement, or at such
later date as the Company may specify by written notice to  subscribers  (unless
such date is deferred in the sole  discretion  of the Company),  by check,  bank
draft or wire  transfer  of funds  immediately  available  to the Company at the
address set forth below or to an account specified by the Company. The date upon
which the transaction contemplated hereby shall become effective (the "Closing")
will  occur on such  date or  within  such  period  as may be  specified  at the
discretion of the Company with written notice to the Subscriber.  (. There is no
minimum  aggregate amount of Shares which must be sold as a condition  precedent
to the  Closing,  and the Company may  provide  for one or more  Closings  while
continuing  to offer the  Shares  that  constitute  the  unsold  portion  of the
Offering.

B. Communications .

All documents and check should be forwarded to:

                               GREENWIND NRG INC.
                                 (THE "COMPANY")
                     69 Saphire, The Grange, Stilorgan, Co.
                                 Dublin, Ireland
                             Tel: (353) 87 153 6399

THE PURCHASE OF SHARES OF GREENWIND NRG INC.  INVOLVES A HIGH DEGREE OF RISK AND
SHOULD BE CONSIDERED  ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEIR
ENTIRE INVESTMENT.

EVERY  POTENTIAL  INVESTOR  PRIOR TO ANY INVESTMENT OR PURCHASE OF GREENWIND NRG
INC.'S SHARES SHOULD READ THE PROSPECTUS RELATING TO THIS OFFERING.

GREENWIND NRG INC. (THE "COMPANY") 69 Saphire, The Grange, Stilorgan, Co. Dublin, Ireland Tel: (353) 87 153 6399 SUBSCRIPTION AGREEMENT SIGNATURE PAGE The undersigned (the "Subscriber") hereby subscribes for that number of shares (the "Shares") of the Company set forth below, upon and subject to the terms and conditions set forth in the Company's final prospectus filed on Form 424B and dated _________, 20____ (the "Prospectus"). The Subscriber acknowledges, represents and warrants as of the date of this Subscription Agreement that: 1. no person has made to the Subscriber any written or oral representations: (a) that any person will resell or repurchase the Shares, (b) that any person will refund the purchase price of the Shares, or (c) as to the future price or value of the Shares; 2. the Company has provided to the Subscriber a copy of the Prospectus and has made available a copy of the Company's Registration Statement on Form S-1 filed on ________________, 20___; and 3. the representations, warranties and acknowledgements of the Subscriber contained in this Section will survive the closing of this Agreement. The Subscriber acknowledges that the Subscriber has a two day cancellation right and can cancel this Subscription Agreement by sending notice to the Company by midnight on the 2nd business day after the Subscriber signs this Subscription Agreement. Total Number of Shares to be Acquired: ________________________ Amount to be paid (price of $0.01 USD per Share): ________________________ IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement this ______ day of ____________________, 20_____.
NAME: (PRINT) as it should appear on the Certificate: ------------------------------------------------------------------ ADDRESS: ------------------------------------------------------------------ ------------------------------------------------------------------ ------------------------------------------------------------------ If Joint Ownership, check one (all parties must sign above): [ ] Joint Tenants with Right of Survivorship [ ] Tenants in Common [ ] Community Property If Fiduciary or a Business or an Organization, check one: [ ] Trust [ ] Estate [ ] Power of Attorney Name and Type of Business Organization: --------------------------------------------------
IDENTIFICATION AUTHENTICATION REQUIRED [ATTACH PHOTOCOPY OF ID] Below is my (check one) [ ] Government ID# - [ ] Social Security# - [ ] Passport# - [ ] Tax ID# - [ ] Drivers License# - [ ] Other _________________: #_______________________________ SIGNATURE: ------------------------------------------------- ACCEPTANCE OF SUBSCRIPTION The foregoing Subscription is hereby accepted for and on behalf of GREENWIND NRG INC. this ______ day of ____________________, 20____. By: ---------------------------------------- James Sammon, President and CE