SUBSCRIPTION AGREEMENT (this "Agreement") made as of the date set forth on tIle sigllature page hereof
among, EMPIRE MINERALS CORP. (formerly known as Xacord Corp.)., a Delaware corporation, having a
place of business 410 Park Avenue, 15th Floor, New York NY 10022 (the "Company"), and the undersigned,
as ide11tified all the 'Signature Page' below (the "Subscriber" or "Investor").
WHEREAS, the Company is offering up to an aggregate of twenty units (the "Units"), with each Unit consisting of
100,000 shares of Common Stock of the Company (the "Share(s)") at a price of $50,000 per Unit or
$2,000,000 in total, The Company has reserved right to increase the number of sllares sold in tllis "Offering" (as
hereinafter defined) or sell additional shares in one or more similar offering at no less than the price per share
herein if offered within 90 days from the date oftllis Offering.
WHEREAS, the minimum subscription by any single Subscriber silall be one Unit provided tllat the Compally
reserves the right to accept, at the discretioll of the Company, subscriptions for fractional Units;
WHEREAS, the 'Offering' shall terminate at the Company's discretion without notice to Subscriber or on such
date on which all of the offered Units are sold. The 'Offering' is not contingent upon the sale of allY minimum
WHEREAS, the Compally is offering (the "Offering") the Ullits to a limited number of "accredited investors" (as
that term is defined by Rule 501(a) of Regulation D ("Regulation D") ofthe Securities Act of 1933, as amended
(the "Act"); and
WHEREAS, the Subscriber desires to purchase the llunlber of Units set forth on the Signature Page hereof on the
terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the promises and the mutual representations and covenants hereinafter
set forth, the parties hereto do hereby agree as follows:
SUBSCRIPTION FOR UNITS AND TERMS OF SUBSCRIPTION