EMVELCO CORP.
Subscription Agreement
EMVELCO
CORP.
1061
½ N. Spaulding Ave.
Los
Angeles, CA 90046
Gentlemen:
You
have informed the undersigned (the “Purchaser”)
that Emvelco Corp., a Delaware corporation, (the
“Company”) wishes to raise a minimum of Fifty
Thousand Dollars ($50,000) and a maximum of Two Hundred
Thousand Dollars ($200,000) from various persons by selling up
to 200,000 shares of the Company’s Common Stock, $0.001
par value (the “Shares”), at a price of One Dollar
($1.00) per Share. Each Offering Unit will be issued with two
(2) times 200,000 convertible Warrants. Specifically, 200,000
of the Warrants are convertible upon exercise to one (1)
Common Share of stock at $1.50 per share for a term of two (2)
years. The other 200,000 of the Warrants are convertible upon
exercise to one (1) Common Share of stock at $2.00 per share
for a term of four (4) years. Notwithstanding the foregoing,
however, the Warrants may be converted to Common Shares only
if EMVELCO issues Twenty-Five Million (25,000,000) or more of
its Common Stock so that there are at least Thirty Million
(30,000,000) authorized Shares at the time of any conversion
term.
I
have received, read, and understand the Limited Offering
Memorandum dated February 20, 2008 (the
“Memorandum”). I further understand that my rights
and responsibilities as a Purchaser will be governed by the
terms and conditions of this Subscription Agreement, the
Memorandum and the Shares (the “Share Documents”).
I understand that you will rely on the following information
to confirm that I am an “Accredited Investor”, as
defined in Regulation D promulgated under the Securities Act
of 1933, as amended (the “Securities Act”), or one
of 35 Non-Accredited Investors that will be allowed to
purchase Shares in this Offering (subject to Company
approval), and that I am qualified to be a
Purchaser.
This
Subscription Agreement is one of a number of such
subscriptions for Shares. By signing this Subscription
Agreement, I offer to purchase and subscribe from the Company
the number of Shares set forth below on the terms specified
herein. The Company reserves the right, in its complete
discretion, to reject any subscription offer or to reduce the
number of Shares allotted to me. If this offer is accepted,
the Company will execute a copy of this Subscription Agreement
and return it to me. I understand that commencing on the date
of this Memorandum all funds received by the Company in full
payment of subscriptions for Shares will be deposited in an
escrow account. The Company has set a minimum offering
proceeds figure of $50,000 for this Offering. All proceeds
from the sale of Shares will be delivered directly to the
Company and be available for its use.
1.
Accredited Investor .
I am an Accredited Investor because I qualify within one of the
following categories:
Please
Check The Appropriate Category
A
natural person whose individual net worth, or joint net worth
with that person’s spouse, at the time of his purchase
exceeds $1,000,000.
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Purchaser’s
Initials
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$200,000/$300,000
Income.
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A
natural person who had an individual income in excess of
$200,000 (including contributions to qualified employee
benefit plans) or joint income with such person’s spouse
in excess of $300,000 per year in each of the two most recent
years and who reasonably expects to attain the same individual
or joint levels of income (including such contributions) in
the current year.
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Director
or Officer of Issuer.
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Any
director or executive officer of the Company
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All
Equity Owners In Entity Are Accredited.
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An
entity, (i.e. corporation, partnership, trust, IRA, etc.) in
which all of the equity owners are Accredited Investors as
defined herein.
A
corporation not formed for the specific purpose of acquiring
the Shares offered, with total assets in excess of
$5,000,000.
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Other
Accredited Investor.
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Any
natural person or entity which qualifies as an Accredited
Investor pursuant to Rule 501(a) of Regulation D promulgated
under the Act; specify basis for qualification:
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One
of 35 Non-Accredited Investors that may be allowed to invest
in the offering
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2.
Representations and Warranties .
I represent and warrant to the Company that:
(a)
I (i) have adequate means of providing for my current needs
and possible contingencies and I have no need for liquidity of
my investment in the Shares, (ii) can bear the economic risk
of losing the entire amount of my investment in Shares, and
(iii) have such knowledge and experience that I am capable of
evaluating the relative risks and merits of this investment;
(iv) the purchase of Shares is consistent, in both nature and
amount, with my overall investment program and financial
condition.
(a)
The
address set forth below is my true and correct residence, and I
have no intention of
becoming a resident of any other state or
jurisdiction.
(b)
I
have not utilized the services of a “Purchaser
Representative” (as defined in
Regulation
D promulgated under the Securities Act) because I am a
sophisticated, experienced investor, capable of determining and
understanding the risks and merits of this investment.
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Purchaser’s
Initials
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(d)
I have received and read, and am familiar with the Share
Documents, including the Memorandum and the forms of
certificate for Shares. All documents, records and books
pertaining to the Company and the Shares requested by me,
including all pertinent records of the Company, financial and
otherwise, have been made available or delivered to
me.
(e)
I have had the opportunity to ask questions of and receive
answers from the Company’s officers and representatives
concerning the Company’s affairs generally and the terms
and conditions of my proposed investment in the
Shares.
(f)
I understand the risks implicit in the business of the
Company. Among other things, I understand that there can be no
assurance that the Company will be successful in obtaining the
funds necessary for its success. If only a fraction of the
maximum amount of the Offering is raised, the Company may not
be able to expand as rapidly as anticipated, and proceeds from
this Offering may not be sufficient for the Company’s
long term needs.
(g)
Other than as set forth in the Memorandum, no person or entity
has made any representation or warranty whatsoever with
respect to any matter or thing concerning the Company and this
Offering, and I am purchasing the Shares based solely upon my
own investigation and evaluation.
(h)
I
understand that no Shares have been registered under the Securities
Act, nor have they
been registered pursuant to the provisions of the securities or
other laws of applicable jurisdictions.
(i)
The Shares for which I subscribe are being acquired solely for
my own account, for investment and are not being purchased
with a view to or for their resale or distribution. In order
to induce the Company to sell Shares to me, the Company will
have no obligation to recognize the ownership, beneficial or
otherwise, of the Shares by anyone but me.
(j)
I am aware of the
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