COVENANT ECONET, INC.
SUBSCRIPTION AGREEMENT
Covenant EcoNet, Inc.
c/o Law Firm of Larson_Jackson, P.C., Escrow Agent
0000 X Xxxxxx, XX, XXX 000
Xxxxxxxxxx, XX 00000
Ladies and Gentlemen:
By signing this Subscription Agreement, and subject to the terms and
conditions in this Subscription Agreement and the provisions of the
prospectus dated , 2001, (the "Prospectus") of
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Covenant EcoNet (the "Company"), a Nevada corporation, I hereby
subscribe for shares of common stock (the "Shares") of the Company
in the aggregate investment amount set forth on the reverse side of
this Subscription Agreement (my "Investment Amount"), and with this
Subscription Agreement I enclose payment in an amount equal to such
Investment Amount. I understand that such funds will be held by the
Law Firm of Larson_Jackson as Escrow Agent (the "Escrow Agent"), and
will be returned promptly, without interest or deduction earned on
funds held in escrow, to me, in the event that at least 500,000
Shares are not subscribed for and the payments for at least 500,000
Shares are not made by , 2001, or such other subsequent
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date not later than ,2001, as the Company may determine.
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1. Acceptance of Subscription. I understand and agree that
the Company has the right, in its sole discretion, to accept or
reject this subscription, in whole or in part. Subscriptions need
not be accepted in the order received, and Shares may be allocated
in the event of oversubscription.
2. Right to Refund. I have the right to receive a refund of
my investment for a period of five business days from the date I
submit payment for the investment. Such request may be made in any
fashion but, if made other than in an originally signed and written
communication, must be confirmed with such a communication within
fifteen business days after the date I submit payment.
3. My Representations and Warranties. I represent to the Company
and the Escrow Agent, and each officer, director, controlling
person, and agent of the Company and Escrow Agent, that:
(a) if an investment in the Company is being made by a
corporation, partnership, trust, or estate, I have all right
and authority, in my capacity as an officer, general partner,
trustee, executor, or other Covenant Econet Subscription
Agreement representative of the corporation, partnership,
trust, or estate, as the case may be, to make such decision
to invest in the Shares and to execute and deliver this
Subscription Agreement on behalf of such corporation,
partnership, trust, or estate, as the case may be, and this
Subscription Agreement is a
valid and binding agreement of such corporation, partnership, trust,
or estate, enforceable in accordance with its terms;
(b) I have reached the age of majority in my state of residence;
(c) I acknowledge I have received and carefully reviewed the
Prospectus, as amended or supplemented, or both; and
(d) if I am subject to the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), in making this investment I am aware
of and have taken into consideration the prudence, diversification,
and other fiduciary requirements of ERISA and have concluded that this
investment is in compliance with such requirements; and
(e) I have, upon my own initiative, inquired about and
invested in the Company, and have not been solicited or induced
in any way by an employee of the Escrow Agent.
4. Indemnification. I agree to indemnify and hold harmless the
Company and the Escrow Agent, each officer, director, controlling
person, and agent of the Company and Escrow Agent, from and against
any and all loss, claim, damage, liability, or expense, and any
action in respect thereof, joint or several, to which any such
person may become subject, due to or arising out of the falsity or
inaccuracy of any representation, warranty or any other information
provided herein, together with all reasonable costs and expenses
(including attorneys' fees) incurred by any such person in
connection with any action, suit, proceeding, demand, assessment, or
judgment incident to any of the matters so indemnified against.
5. Survival. All representations and warranties contained in this
Subscription Agreement and the indemnification provisions contained
in Section 4 of this Subscription Agreement shall survive (i) the
acceptance of the subscription, (ii) changes in the transactions,
documents, and instruments described in the Prospectus that are
not material, and (iii) my death or disability.
6. Governing Law. This Subscription Agreement shall be governed
by and construed in accordance with the laws of the District of
Columbia.
Under penalties of perjury, I certify that the information provided
on this form is true, correct and complete.
Purchase Price of $1 per Share. No minimum purchase amount.
Investment Amount $
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Make check payable to "Covenant EcoNet, Inc. Escrow Account." Checks
should be delivered with the signed and completed Subscription Agreement
to Covenant EcoNet Inc., c/o Law Firm of Larson_Jackson, P.C., Escrow
Agent, 0000 X Xxxxxx, XX, XXX 000, Xxxxxxxxxx, XX 00000.
INDIVIDUAL ACCOUNTS CUSTODIAL ACCOUNTS
Complete Sections 1,4, and Complete Sections 2,3,4,5
5 and sign below and sign below.
MANNER IN WHICH TITLE IS TO BE HELD (CHECK ONE)
(1) INDIVIDUAL ACCOUNTS (2) CUSTODIAL ACCOUNTS
[ ] A. Individual [ ] F. Tenants by the [ ] J. XXX [ ] N. Pension
Owner entirety (both
parties must
sign)
[ ] B. Joint tenants [ ] G. Corporate [ ] X. Xxxxx [ ] O. Profit
with right Owner Plan Sharing
survivorship
[ ] C. Community [ ] H. Partnership [ ] L. Uniform
Property Owner Gifts to [ ] P. Other
Minors Act
[ ] D. Separate [ ] I. Other [ ] M. Trust
(date est.
--------)
[ ] E. Tenants in
common (all
parties must
sign)
State of
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EACH CUSTODIAN(S) OR TRUSTEE(S) MUST SIGN
(3) Trustee(s) or
Custodian(s) Name of each custodian (trustee) Account #
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Street or PO Box
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City State Zip Phone
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Trustee or Custodian Tax ID Number --------------------------
Investor Name Co-Investor Name
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Street or PO Box
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City State Zip Phone
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Legal State of Residency
(if different from above) U.S. Citizen
[]Yes []No
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Social Security or
Tax ID Number for
IRS Reporting
Name of each custodian (trustee) Account #
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Street or PO Box
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City State Zip Phone
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Trustee or Custodian Tax ID Number -------------------------
I certify, under penalties of perjury, that: (1) the tax identification
number shown on this application is correct and (2) I am NOT currently under
IRS notification that part of my dividend and interest income is to be
withheld as a result of my failure to report all dividend and interest
income on my income tax return __ i.e. backup withholding. (Strike the word
"NOT" above if you received IRS notification.)
SIGNATURE(S): Please read the entire Subscription Agreement before signing;
names must be signed exactly as registered above; each investor is required
to sign the investor's own Subscription Agreement unless signed by a trustee
or custodian.
Investor's signature Date
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Co-Investor's signature Date
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Trustee or Custodian's Date
signature ---------------------------- -------------
Co-Trustee or
Co-Custodian's
Signature Date
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