EXHIBIT 10.26
MEDSTRONG INTERNATIONAL CORPORATION
SUBSCRIPTION AGREEMENT
October 30, 2006
MedStrong International Corporation
350 Bedford Street, Suite 203
Stamford, CT 06901
Gentlemen:
1. Subscription. The
undersigned hereby subscribes for the purchase of
Forty-Eight Million
(48,000,000)
shares of Common
Stock, par value $.001
per
share (the
"Shares"),
of Medstrong International Corporation, a Delaware
corporation (the "Corporation"), for a price of $.001 per
share.
The undersigned
has tendered a check or wire transferred to the
Corporation the amount of $48,000.00 for the Shares purchased hereunder. Such
check or funds and two signed copies of this Subscription Agreement shall be
delivered to the Corporation at its address above, attention: Jeanine M. Folz,
CEO.
The undersigned
further agrees that this subscription is and shall be
irrevocable, but the
obligations hereunder
will terminate if this subscription
is not accepted in full by the Corporation.
IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE
ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS
AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY
ANY FEDERAL OR
STATE AUTHORITY. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
THESE SECURITIES ARE
SUBJECT TO
RESTRICTIONS ON
TRANSFERABILITY
AND
RESALE AND MAY NOT BE
TRANSFERRED
OR RESOLD EXCEPT AS PERMITTED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS,
PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT
THEY MAY BE REQUIRED
TO BEAR THE
FINANCIAL RISKS OF THIS INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME.
2. Representations
and Warranties. The undersigned acknowledges,
represents, warrants and agrees as follows:
(a)
He or she has reviewed the Corporation's filings under the
Securities Exchange Act of 1934, as amended, and other information
and materials
in respect to the
Corporation's
business and its operations, and makes and
enters into this
Subscription Agreement
with full knowledge of the terms and
conditions contained
herein. The undersigned understands that all
documents,
records and books
pertaining to this
investment have been
made available for
inspection by his or her attorney and/or his or her accountant
and/or his or her
Purchaser
Representative(s), if
any, as such term is defined in Regulation D
promulgated under
Securities
Act of 1933 (the "1933
Act"). The undersigned
and/or his or her advisor(s) have had a reasonable opportunity to ask questions
of and receive answers
from the Corporation,
or a person or persons
acting on
behalf of the
Corporation,
concerning the Shares,
and all such questions have
been answered
to the full satisfaction of the undersigned. No oral
representations have been made or oral information furnished to the undersigned
or his or her advisor(s) in connection with the offering of the
Shares.
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(b) The undersigned
is willing and able to
bear the economic
risk of an investment in the Shares in an amount equal to the total
subscription
amount. In making this
statement,
consideration has been
given to whether the
undersigned could
afford to hold the Shares for an indefinite period and
whether, at this time, the undersigned could afford a complete
loss.
(c) The undersigned has adequate means of providing for his or
her current needs and
possible personal contingencies, and the undersigned
anticipates no need
now or in the
foreseeable future to
sell the Shares
for
which he or she is
subscribing. The
undersigned's
commitment to
investments
which are not readily marketable is not disproportionate to his or
her net worth
and his or her
investment in the
Shares will not cause his or her overall
commitment to become excessive.
(d) The undersigned is aware that his or her investment in the
Corporation involves a
high degree of risk and that the undersigned could lose
the total amount of his or her investment. The undersigned recognizes that the
Corporation has a limited financial and operating
history and has not
operated
profitably since inception.
(e) The undersigned is an "accredited" investor as that term
is defined
in Rule 501 of
Regulation
D promulgated by the Securities and
Exchange Commission
under the 1933 Act. The undersigned and/or his or her
advisors and/or his or her Purchaser Representative(s) (if
applicable) have such
knowledge and
experience in
financial and business
matters that he or she
is
capable of evaluating the merits and risks of investment in the
Corporation and
of making an informed investment decision with respect thereto.
The undersigned
has acknowledged
to the Corporation in writing the name and address of any
Purchaser
Representative acting on behalf of the undersigned in connection
with
evaluating the merits
and risks of this
proposed investment.
Each Purchaser
Representative, if any, has confirmed in writing to the undersigned
the specific
details of any and
all past, present or future relationships, actual or
contemplated, between
himself or herself or his or her affiliates and the
Corporation or any of
its af
