COMMON STOCK SUBSCRIPTION AGREEMENT
The
undersigned hereby subscribes for ______________ shares of common stock (the
“Shares”) of Itec Environmental Group, Inc., a Delaware corporation (the
“Company”).
The
undersigned is aware that the Shares have not been registered under the
Securities Act of 1933, as amended (the “Securities Act”), or any state
securities laws, in reliance on exemptions from such registration. The
undersigned understands that reliance by the Company on such exemptions is
predicated in part upon the truth and accuracy of the statements made by
the
undersigned in this Common Stock Subscription Agreement.
The
undersigned hereby represents and warrants that the undersigned:
(i) either
alone or with the assistance of the undersigned’s professional advisors, has
such knowledge and experience in financial and business matters that the
undersigned is capable of evaluating the merits and risks of the undersigned’s
purchase of the Shares;
(ii) has
sufficient financial resources to be able to bear the risk of the undersigned’s
investment in the Shares;
(iii) has
either spoken or met with, or been given reasonable opportunity to speak
with or
meet with, representatives of the Company for the purpose of asking questions
of, and receiving answers and information from, such representatives concerning
the undersigned’s investment in the Shares; and
(iv) is
an
accredited investor as that term is defined in the Securities Act.
The
undersigned hereby represents and warrants that the undersigned is purchasing
the Shares for the undersigned’s own account for investment purposes and not
with a view toward the sale or distribution of all or any part of the Shares.
No
one other than the undersigned has any beneficial interest in the Shares,
except
as provided by applicable community property laws.
The
undersigned understands that because the Shares have not been registered
under
the Securities Act, (i) the Shares have the status of securities acquired
in a
transaction under Section 4(2) of the Securities Act; and (ii) the Shares
cannot
be sold unless the Shares are subsequently registered or an exemption from
registration is available.
The
undersigned agrees that the undersigned will in no event sell or distribute
all
or any part of the Shares unless (i) there is an effective registration
statement under the Securities Act and applicable state securities laws covering
any such transaction involving the Shares, or (ii) the Company receives an
opinion of the undersigned’s legal counsel, in form acceptable to the Company,
stating that such transaction is exempt from registration, or (iii) the Company
otherwise satisfies itself that such transaction is exempt from
registration.
The
Company hereby agrees that if the Company proposes to register any of its
securities under the Securities Act (other than pursuant to a Form X-0, Xxxx
X-0
or any other successor form of limited purpose), it will give written notice
by
registered mail at least thirty (30) business days prior to the filing of
each
such registration statement to the undersigned of its intention to do so.
If the
undersigned notifies the Company within twenty (20) business days after receipt
of any such notice of its desire to include any of the Shares in such proposed
registration statement, the Company shall afford the undersigned the opportunity
to have any such amount of the Shares registered under such registration
statement; provided,
further,
that
common stock underlying the Agent’s Warrant (as that term is defined in the BMCI
Agreement) shall have the same registrations rights as the Shares pursuant
to
this Common Stock Subscription Agreement.
The
undersigned consents to (i) the placing of the legend set forth below on
the
certificate representing the Shares stating that the Shares have not been
registered and setting for the restriction on transfer contemplated hereby
and
(ii) the placing of a stop transfer order on the books of the Company and
with
any transfer agents against the Shares.
The
following legend shall be placed on certificates representing the
Shares:
THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER FEDERAL
OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE
TRANSFERRED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE
TRANSFERRED ON THE BOOKS OF THE COMPANY WITHOUT REGISTRATION OF SUCH SECURITIES
UNDER ALL APPLICABLE UNITED STATES FEDERAL OR STATE SECURITIES LAWS OR
COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM, SUCH COMPLIANCE, AT THE
OPTION OF THE CORPORATION, TO BE EVIDENCED BY AN OPINION OF SHAREHOLDER’S
COUNSEL, IN FORM ACCEPTABLE TO THE COMPANY, THAT NO VIOLATION OF SUCH
REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR
ASSIGNMENT.
I
HAVE
CAREFULLY READ THE FOREGOING AND UNDERSTAND THAT IT RELATES TO RESTRICTIONS
UPON
MY ABILITY TO OFFER FOR SALE, SELL AND/OR TRANSFER THE SHARES.
Dated:
June ___, 2005
XXXXX
XXXXXX & CO., INC.
By:
Its:
2
ACCEPTANCE
The
foregoing Common Stock Subscription Agreement and the consideration reflected
therein are hereby accepted.
Dated:
June ___, 2005
ITEC
ENVIRONMENTAL GROUP, INC.,
a
Delaware corporation
Its:
3
