Subscription Agreement VivaKor, Inc.
Exhibit 10.7
1. Investment.
(a) The
undersigned (“Buyer”) subscribes for __________ Shares of Common Stock of
VivaKor, Inc. at $0.23 per share.
(b) Total
subscription price ($0.23 times number of Shares):
$__________________
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PLEASE MAKE CHECKS PAYABLE
TO:
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Xxxxxx, Xxxxxxx &
Xxxxxxx, P.C.
FBO: VivaKor,
Inc
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2. Investor
Information.
Name (type or
print) SSN/EIN/Taxpayer
I.D.
___________________________________ ________________________
E-mail
address: __________________________________________________________
Address:
______________________________________________________________
Joint
Name (type or
print) SSN/EIN/Taxpayer
I.D.
___________________________________ _______________________
E-mail
address: __________________________________________________________
Address:
______________________________________________________________
Mailing
Address (if different from
above):__________________________________________________
Street City/State Zip
Business
Phone: ( ) ___________________ Home Phone: ( ) __________________
3. Type of Ownership. (You must
check one box)
[ ]
Individual [
] Custodian for _______________________________
[ ]
Tenants in
Common [
] Uniform Gifts to Minors Act of the State of: _______
[ ]
Corporation (Inc., LLC, LP) Please List all officers, directors, partners,
managers, etc.:
____________________________________________________________________
________________________________________________________________________
[ ]
Joint Tenants with rights of Survivorship
[ ]
Partnership (Limited Partnerships use “Corporation”)
[ ]
Trust
[ ]
Community Property
[ ]
Other (please explain)
_________________________________________________
4. Further
Representations, Warrants and Covenants. Buyer hereby represents,
warrants, covenants and agrees as follows:
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(a)
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Buyer
is at least eighteen (18) years of age with an address as set forth in
this Subscription Agreement.
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(b)
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Except
as set forth in the Prospectus and the exhibits thereto, no
representations or warranties, oral or otherwise, have been made to Buyer
by the Company or any other person, whether or not associated with the
Company or this offering. In entering into this transaction, Buyer is not
relying upon any information, other than that contained in the Prospectus
and the exhibits thereto and the results of any independent investigation
conducted by Buyer at Buyer’s sole discretion and
judgment.
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(c)
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Buyer
understands that his or her investment in the Shares is speculative and
involves a high degree of risk, and is not recommended for any person who
cannot afford a total loss of the investment. Buyer has read and
understands the “Risk Factors” set forth in the
Prospectus. Buyer is able to bear the economic risks of an
investment in the Offering and at the present time can afford a complete
loss of such investment.
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(d)
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Buyer
is under no legal disability nor is Buyer subject to any order, which
would prevent or interfere with Buyer’s execution, delivery and
performance of this Subscription Agreement or his or her purchase of the
Shares. The Shares are being purchased solely for Buyer’s own account and
not for the account of others and for investment purposes
only.
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(e)
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Buyer
has (i) adequate means of providing for his or her current financial needs
and possible personal contingencies, and no present need for liquidity of
the investment in the Shares, and (ii) a liquid net worth (that is, net
worth exclusive of a primary residence, the furniture and furnishings
thereof, and automobiles) which is sufficient to enable Buyer to hold the
Shares indefinitely.
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(f)
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If
the Buyer is acting without a Purchaser Representative, Buyer has such
knowledge and experience in financial and business matters that Buyer is
fully capable of evaluating the risks and merits of an investment in the
Offering.
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(g)
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Buyer
has been furnished with the Prospectus. Buyer understands that Buyer shall
be required to bear all personal expenses incurred in connection with his
or her purchase of the Shares, including without limitation, any fees
which may be payable to any accountants, attorneys or any other persons
consulted by Buyer in connection with his or her investment in the
Offering.
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5. Indemnification
Buyer acknowledges an understanding of
the meaning of the legal consequences of Buyer’s representations and warranties
contained in this Subscription Agreement and the effect of his or her signature
and execution of this Agreement, and Buyer hereby agrees to indemnify and hold
the Company and each of its officers and/or directors, representatives, agents
or employees, harmless from and against any and all losses, damages, expenses or
liabilities due to, or arising out of, a breach of any representation, warranty
or agreement of or by Buyer contained in this Subscription
Agreement.
6. Acceptance of
Subscription
It is understood that this subscription
is not binding upon the Company until accepted by the Company, and that the
Company has the right to accept or reject this subscription, in whole or in
part, in its sole and complete discretion. If this subscription is rejected in
whole, the Company shall return to Buyer, without interest, the Payment tendered
by Buyer, in which case the Company and Buyer shall have no further obligation
to each other hereunder. In the event of a partial rejection of this
subscription, Buyer’s Payment will be returned to Buyer without interest,
whereupon Buyer agrees to deliver a new payment in the amount of the purchase
price for the number of Shares to be purchased hereunder following a partial
rejection of this subscription.
7. Governing
Law
This Subscription Agreement shall be
governed and construed in all respects in accordance with the laws of the State
of Nevada without giving effect to any conflict of laws or choice of law
rules.
IN WITNESS WHEREOF, this
Subscription Agreement has been executed and delivered by the Buyer and by the
Company on the respective dates set forth below.
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Signature
of Buyer
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Investor’s
Subscription
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Accepted
this___ day of ________ , 200__
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By:
_______________________________
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By:
________________________________
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Printed
Name
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Date:
________________
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Accepted
By: ________________________
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Deliver
completed subscription agreements and checks to:
c/x
Xxxxxx, Xxxxxxx & Xxxxxxx, P.C..
0000
Xxxxxx Xxxxxx Xxxxx
Xxxxxx,
XX 00000
