SUBSCRIPTION AGREEMENT
Exhibit
10.47
Dear
Sirs:
1. SUBSCRIPTION.
Pursuant to Rule 506 of Regulation D under the Securities Act of 1933, as
amended, Xxxxx Xxxxxxxx (“Investor”), hereby subscribes for: (i) 666,666 shares
of common stock of Invisa, Inc. (the “Company”) to be closed and the aggregate
Subscription Price of Fifty Thousand Dollars ($50,000) paid within three (3)
days from the date hereof at the rate of $0.075 per share (the “First Purchase”)
and (ii) 500,000 shares of common stock of the Company to be closed and the
aggregate Subscription Price of Fifty Thousand Dollars ($50,000) paid within
thirty (30) days from the date hereof at the rate of $0.075 per share (the
“Second Purchase”) provided that: (i) if an investment of $500,000 or more is
committed to and accepted by the Company from an institutional investor before
the full payment by Investor for the Second Purchase, Investor’s right to make
and close the Second Purchase may be terminated by the Company in its discretion
after five (5) business days written notice, (ii) in the event Investor does
not
timely and fully pay for the First Purchase, Investor’s right to make and close
the Second Purchase may be terminated by the Company in its discretion and
(iii)
in the event Investor does not timely and fully pay for the Second Purchase,
Investor’s right to make and close the Second Purchase will terminate without
penalty and without affecting Investor’s ownership of shares of common stock
acquired under the First Purchase. The Subscription Purchase Price shall be
paid
in full in cash prior to the issuance of the shares. The shares shall have
piggy
back registration rights where, in the discretion of the Company, such
registration does not materially negatively effect the registration or offering
being registered and is not prohibited by any agreement.
2. REPRESENTATIONS.
Investor
represents and warrants to the
Company as follows:
(a)
It is acquiring the securities of the
Company for investment and not with a view for resale or distribution of the
Shares;
(b)
It agrees that the right to transfer the
shares of Common Stock is restricted in accordance with state and federal
securities laws;
(c)
Investor is an “accredited investor” as
defined in Regulation D promulgated under the Securities Act;
(d)
The per-share purchase price of the
securities was established by negotiation between the Company and Investor
and
Investor may experience substantial dilution to my investment;
(e)
The Company’s Common Stock is publicly
trading over the OTC:BB with limited liquidity and that there can be no
assurance that the Company’s Common Stock will ever be publicly traded over any
other market or with more liquidity and that the Shares of Common Stock being
purchased hereunder are considered by Investor to be illiquid;
(f)
The Company is
subject to a high degree of risk and has experienced a disruption to its
business from a severe cash shortage and change in management; and
(g)
Investor did not used, and is not obligated
to pay any commission or other fee to, any finder or broker in connection with
this transaction.
The
Company represents and warrants to
Investor as follows:
(a)
The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State
of
Nevada.
(b)
The Company has all requisite corporate
power and authority to own and operate its properties and to carry on its
business as presently conducted and as proposed to be conducted.
(c)
The Company has all requisite legal and
corporate power (i) to execute and deliver this Agreement and all listed
exhibits hereto, (ii) to sell and issue the Shares of Common Stock hereunder,
(iii) to issue the shares of Common Stock upon payment of the Subscription
Price, and (v) to carry out and perform its obligations under the terms of
this
Agreement.
(d)
The Company is duly qualified to transact
business and is in good standing in each jurisdiction in which the failure
to so
qualify would have a material adverse effect on its business, operations,
assets, liabilities, properties, prospects, condition or affairs, financially
or
otherwise.
(e)
The Company did not used, and is not
obligated to pay any commission or other fee to, any finder or broker in
connection with this transaction.
3. INVESTIGATION.
Investor has relied upon its own independent investigation in connection
with
this subscription. Investor has had access to all the following
information:
(a) All
public filings made by the Company with the SEC;
(b) All
books and financial records of the Company and its subsidiaries;
(c) All
material contracts and documents relating to the Company and its
subsidiaries;
(d) All
financial statements of the Company and its subsidiaries;
(e) An
opportunity to question each of the officers, directors, consultants and others
affiliated with the Company and its subsidiaries; and
2
(f) Investor
does not require a prospectus or full disclosure offering or private placement
memorandum concerning the Company or its subsidiaries. Investor is relying
upon
its right of access to information and documents and right to ask questions
in
connection with the subscription hereunder.
4. DISCLOSURE.
Section 517.061(11)(a)(5) of the Florida Securities Act provides as
follows:
“When
sales are made to five or more persons in this State (i.e. - Florida), any
sale
in this State (i.e. - Florida) made pursuant to this subsection is voidable
by
the purchaser in such sale, either within three (3) days after the first tender
of consideration is made by said purchaser to the issuer, an agent of the issuer
or an escrow agent, or within three (3) days after the availability of that
privilege as communicated to such purchaser, whichever occurs
later.”
5. COSTS.
Each party shall bear their own costs.
6. INSTRUCTIONS.
Investor requests that the Certificates be registered in the name(s) printed
below. Delivery will be made to the address printed below:
Name: Xxxxx
Xxxxxxxx
Address:
0000
Xxxxxxxxxxxxx
Xxxxxx
Xxxxxx,
XX
00000
IN
WITNESSETH WHEREOF,
the parties for good and valuable consideration in hand received set their
hand
and seal as of this 20th day of June 2005.
ACCEPTANCE
OF SUBSCRIPTION
|
INVISA,
INC.
|
Xxxxx Xxxxxxxx | ||
| /s/ Xxxxxxx X. Xxxxxxx | /s/ Xxxxx Xxxxxxxx | ||
|
Xxxxxxx X. Xxxxxxx |
Xxxxx Xxxxxxxx |
||
| Acting President |
