Investor:
_________________
Subscription
Agreement For
IDEAEDGE,
INC.
Private Placement of
Shares of Common Stock
and Warrants to Purchase Shares of
Common Stock
THE SECURITIES OF IDEAEDGE, INC., A
COLORADO CORPORATION, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE " SECURITIES ACT "), OR THE
APPLICABLE SECURITIES LAWS OF ANY STATE, NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS SUBSCRIPTION AGREEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
THE SECURITIES OF IDEAEDGE,
INC., A COLORADO
CORPORATION , COMMON STOCK MAY NOT BE TRANSFERRED OR
RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE
STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY
MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR
AN INDEFINITE PERIOD OF TIME.
THE PURCHASE OF SECURITIES OF
IDEAEDGE, INC. INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE
CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF LOSING THEIR
ENTIRE INVESTMENT.
SUBSCRIPTION AGREEMENT
To:
IDEAEDGE, INC.
6440 Lusk Blvd., Suite
200
San Diego, California
92121
Gentlemen:
.
Subscription
. The undersigned (the "
Investor ") subscribes for and agrees to purchase the shares
of Common Stock (the " Shares ") issued by IdeaEdge, Inc., a
Colorado corporation (the " Company "), for $0.80 per share,
in the amount set forth on the signature page below. For
every four (4) shares purchased, the Investor will receive a
warrant (the “ Warrant ”) to purchase one share
of common stock for $1.00 (the “ Warrant Shares
”), the form of which is attached hereto. The Shares,
Warrant and Warrant Shares are collectively referred to herein as
the “ Securities ”. The Investor's
subscription is not contingent upon the Company receiving and
accepting subscriptions for any specific dollar amount. The
Investor acknowledges that this subscription is irrevocable, except
as otherwise expressly provided herein, and may be accepted or
rejected in whole or in part by the Company in its sole
discretion.
.
Representations and Warranties of
Investor .
To induce the Company to accept
this subscription, the Investor represents and warrants as
follows:
()
The Investor understands that the Company
has limited business operations and revenues to date.
The
Investor has had adequate opportunity to obtain publicly available
information from the Company concerning the business of the
Company. The Company has not nor does it have any obligation
to disclose any material non-public information to Investor, nor
will the Company have any obligation to update Investor with any
material non-public information of which they may become aware
after the date hereof. The Investor has such knowledge and
experience in financial and business matters as to be capable of
evaluating the merits and risks of an investment in the Company, is
able to bear the risks of an investment in the Company and
understands the risks of, and other considerations relating to, the
purchase of the Securities.
()
The Securities to be acquired hereunder
are being acquired by the Investor for the Investor's own account
for investment purposes only and not with a view to resale or
distribution.
(c)
Investor either has a pre-existing
personal or business relationship with the Company or its officers,
directors or controlling persons, or by reason of Investor’s
business or financial experience, or the business or financial
experience of their professional advisors who are unaffiliated with
and who are not compensated by the Company, directly or indirectly,
have the capacity to protect their own interests in connection with
the purchase of the Securities.
(d)
Investor is not aware of the publication
of any advertisement in connection with the offer or sale of the
Securities.
(e)
The Investor understands that the
Securities have not been registered under the Securities Act of
1933, as amended (the " Securities Act "), the securities
laws of any state thereof or the securities laws of any other
jurisdiction, nor is such registration contemplated. The
Investor understands and agrees further that the Securities must be
held indefinitely unless they are subsequently registered under the
Securities Act and appropriate state securities laws or an
exemption from registration under the Securities Act and
appropriate state securities laws covering the sale of the
Securities as applicable, is available. The Investor
understands that legends stating that the Securities has not been
registered under the Securities Act and state securities laws and
setting out or referring to the restrictions on the transferability
and resale of the Securities will be placed on the certificates
representing the Securities. The Investor's overall
commitment to the Company and other investments that are not
readily marketable is not disproportionate to the Investor's net
worth and the Investor has no need for immediate liquidity in the
Investor's investment in the Company.
(f)
The Investor has had the opportunity to
review the Company’s public reports filed with the Securities
and Exchange Commission (the “SEC Filings”). The
Investor has not been furnished any literature other than the SEC
Filings and is not relying on any information, representation or
warranty by the Company or any of its affiliates or agents, other
than information contained in the SEC Filings, in determining
whether to purchase the Securities.
(g)
The Investor understands that certain
forward-looking statements that may be contained in the SEC Filings
by their nature involve significant elements of subjective judgment
and analysis that may or may not be correct; that there can be no
assurance that such forward-looking statements will be accurate;
and that such forward-looking statements should not be relied on as
a promise or representation of the future performance of the
Company.
(h)
The Investor has consulted to the extent
deemed appropriate by the Investor with the Investor's own advisers
as to the financial, tax, legal and related matters concerning an
investment in the Company and on that basis believes that an
investment in the Company is suitable and appropriate for the
Investor.
(i)
If the Investor is a natural person, he
or she has the legal capacity and all requisite authority to enter
into, execute and deliver this Subscription Agreement, to purchase
the Securities and to perform all the obligations required to be
performed by the Investor hereunder. If the Investor is a
corporation, partnership, trust or other entity, it is authorized
to purchase the Securities and otherwise to comply with its
obligations under this Subscription Agree
