EXHIBIT 10.14
SUBSCRIPTION AGREEMENT
The undersigned hereby subscribes to purchase 40,000 shares of common stock
("Common Stock") of Envirocon Corporation, a Nevada corporation (the
"Corporation") . In this regard, enclosed is $.25 per share of common stock as
the purchase price for $10,000.00 (aggregate dollar amount) in Common Stock.
In connection with its purchase, the undersigned warrants and represents the
following:
1. It was offered the Common Stock at a private sale for investment. The offer
to sell the Common Stock was directly communicated to the undersigned on and in
such a manner that the undersigned was able to ask questions and receive
satisfactory answers concerning the terms and conditions of this issuance, at no
time was the undersigned presented with or solicited by any promotional meeting,
newspaper, magazine, radio or television advertisement or any other form of
general advertising or solicitation;
2. By virtue of its position or relationship with the Corporation, the
undersigned had access to the same kind of information which would be available
in a registration statement filed under the Securities Act of 1933. Such
information by way of example, but not limitations includes:
3. The undersigned conducted its own due diligence on the Corporation;
4. The undersigned is an Accredited/Non-accredited Investor as defined in
Regulation D promulgated under the Securities Act of 1933, as amended;
5. The offering price of the Common Stock was arbitrarily determined by the
corporation;
6. The Corporation has not made any representations regarding the possible value
appreciation in the Common Stock;
7. The Common Stock is not being issued for services performed by the
undersigned;
8. The Common Stock is being acquired by the undersigned for investment with its
own funds or property from its own accounts as "Restricted Securities" as that
term is defined in Rule 144 of the Rules and Regulations adopted by the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
and not with a view to the distribution thereof by public sale or other
disposition. The undersigned does not intend to subdivide its acquisitions with
anyone;
9. The undersigned understands that the Common Stock being acquired hereunder
has not been registered under the Securities Act of 1933, as amended, or the
securities laws of any state;
10. The undersigned understands that it must bear the economic risk of the
investment for an indefinite period of time because the Common Stock has not
been registered under the Securities Act of 1933, as amended, or any state
securities laws, and therefore, cannot be sold unless it is subsequently
registered under the Act and any applicable state securities laws, or unless
exemption from such registrations are available;
11. The undersigned understands that the corporation will restrict the transfer
of the common Stock in accordance with foregoing representations;
12. The undersigned agrees that all certificates representing Common Stock will
contain the following legend or a substantial equivalent:
"The securities represented by this Certificate have not been registered
under the Securities Act of 1933 (the "Act") and are "Restricted Securities"
as that term is defined in Rule 144 under the Act. The common Stock may not
be offered for sale, sold or otherwise transferred except pursuant to an
effective registration statement under the Act, or an exemption thereto, the
availability of which is to be established to the satisfaction of the
Corporation."
13. The undersigned agrees that a stop transfer order prohibiting the transfer
of the Common Stock will be placed by the corporation with its transfer agent,
when and if the common Stock is issued;
14. The undersigned acknowledges and hereby agrees that the corporation is under
no obligation to register or qualify the common Stock under the Securities Act
of 1933, as amended, and the rules and regulations adopted thereunder;
15. The undersigned understands and hereby agrees that the corporation will
comply with all valid, applicable Federal and state securities regulations which
may require among other things that the undersigned escrow the Common Stock;
16. The undersigned represents and warrants that in connection with the
acquisition of the Common Stock, the undersigned has had made available or
accessible to (it) (his) (her), by the Corporation and its officers and
directors all information which it has deemed material to making an informed
investment decision to acquire the Common Stock prior to (it) (his)
(her)subscription in the common Stock;
17. The undersigned represents and warrants that it has not acted as a Purchaser
Representative for any person in connection with this purchase of Common Stock
by the undersigned;
The undersigned requests that the Common Stock be issued in the name of the
undersigned and delivered to the undersigned at the address below.
I will hold title to my shares as follows: (check one)
___ Community Property ___ Joint tenancy (both must sign)
___ Tenancy in common _x_ Individual ownership
(All must sign) ___ Trust or Xxxxx Plan
___ As custodian under State ___ Partnership
___ Gifts to Minors Act ___ Other (please describe):
Intending to be legally bound hereby, the parties hereto have set their hands
and seals on this ____ day of __________________, 1999.
Please type or print the following information:
Xxxx Xxxxxxxxx
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Full (name(s) of subscriber(s) Social security or employer
as it (they) should appear I.D. number(s) of subscriber(s)
on schedule of Corporation
000 Xxxxx Xxxxxxxxx Xxxx Xxxx XX 00000
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Xxxxxx Xxxxxxx Xxxx Xxxxx Zip Code
Dated: October 10, 1999. Dated: , 1999.
X /s/ Xxxx Xxxxxxxxx X
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Signature Signature
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Title or capacity of signing party if the subscriber is partnership,
corporation, trust or other nonindividual entity.
Remittance should be payable to Envirocon Corporation/d.b.a. ECPI, Inc.
ACCEPTANCE OF SUBSCRIPTIONS BY CORPORATION
Accepted as of Oct - 12, 1999
Received and Subscription Accepted
Check No._____________________
ENVIROCON CORPORATION
/s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx, President
