Exhibit 10.3
TREVENEX RESOURCES, INC.
Subscription Agreement
For
Common Stock
1. Subscription
Subject to the terms and conditions of that certain Common Stock, the
undersigned (the "Purchaser"), hereby agrees and subscribes to purchase
from Trevenex Resources, Inc., a Nevada Corporation (the "Company"),
common stock at a purchase price of $.10 per Share, for an aggregate
investment and purchase price as set forth on the signature page hereof
(the "Purchase Price"). This offering is being undertaken pursuant to
Regulation D, Rule 504. Shares can be sold to both accredited investors
as defined in Section 2(15) of the Securities Act and Rule 501
promulgated thereunder Rule 501 and up to 35 non-accredited investors.
2. Company Documents Provided to Investors in This Offering.
The Purchaser hereby acknowledges receipt and approval of a copy of the
following
Company Documents:
Regulation D Rule 504 disclosure document, Strategic Business Plan,
Investor Suitability Questionnaire and Subscription Agreement.
3. Acceptance of Subscription
The Purchaser understands and agrees that (i) the Company in its sole
discretion reserves the right to accept or reject this subscription, (ii)
the Company shall have no obligation hereunder until the Company shall
execute and deliver to the Purchaser an executed copy of the Purchase
Agreement, which the Company has provided to the Purchaser, and (iii)
this Subscription Agreement shall continue in full force and effect to
the extent this subscription is accepted.
4. Irrevocability; Binding Effect
The Purchaser hereby acknowledges and agrees that once the Purchase Price
is paid to Trevenex Resources, Inc. and accepted by Trevenex Resources,
Inc., the subscription hereunder is irrevocable by the Purchaser, except
as required by applicable law or as set forth in the Purchase Agreement,
and that this Subscription Agreement shall be binding upon, and inure to
the benefit of the parties and their respective successors, legal
representatives, and permitted assigns.
5. Modification
This Subscription Agreement shall not be modified or waived except by an
instrument in writing signed by the party against whom any such
modification or waiver is sought.
6. Assignability
This Subscription Agreement and the right, interest and obligations
hereunder are not transferable or assignable by the Purchaser, except to
an affiliate of the Purchaser who qualifies as an "accredited investor"
(as defined in the Purchase Agreement), and the Purchaser further agrees
that the transfer or assignment of the common stock shall be made only in
accordance with all applicable laws.
7. Applicable Law
This Subscription Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada without regard to its
conflicts-of-laws principles.
8. Blue Sky Qualification
The Purchaser's right to purchase common stock under this Subscription
Agreement is expressly conditioned upon the exemption from qualification
of the offer and sale of the Shares from applicable federal and state
securities laws. The Company shall not be required to qualify this
transaction under the securities laws of any jurisdiction and, should
qualification be necessary, the Company shall be released from any and
all obligations to maintain its offer, and may rescind any sale
contracted, in the jurisdiction.
9. Confidentiality
The Purchaser acknowledges and agrees that any information or data the
Purchaser has acquired from or about the Company, including, but not
limited to, information in the disclosure document, which is not
otherwise properly in the public domain, was received in confidence. The
Purchaser agrees not to divulge, communicate or disclose, except as may
be required by law or for the performance of this Subscription Agreement,
or use to the detriment of the Company or for the benefit of any other
person or persons, or misuse in any way, any confidential information of
the Company, including any trade or business secrets of the Company and
any business materials that are treated by the Company as confidential or
proprietary.
[Remainder of Page Intentionally Left Blank]
ALL SUBSCRIBERS MUST COMPLETE THIS PAGE
The undersigned Purchaser hereby agrees to the foregoing terms of this
Subscription Agreement and hereby subscribes for _____________________ number
of shares of common stock at $.10 per share.
SUBSCRIBERS THAT ARE INDIVIDUALS MUST COMPLETE AND SIGN BOTH COPIES
OF PAGE 4.
EXECUTION BY AN INDIVIDUAL
---------------------------------------
Exact Name in Which Title is to be Held
IF PURCHASED WITH ANOTHER INDIVIDUAL:
____________________________ ____________________________
Name (please print) Name of Other Purchaser
____________________________ ____________________________
Residence: Number and Street Residence: Number and Street
____________________________ ____________________________
Unit or Suite Number Unit or Suite Number
____________________________ ____________________________
City, State and Zip Code City, State and Zip Code
_____________________________ _____________________________
Country (if outside USA) Country (if outside USA)
______________________________ _____________________________
Social Security Number (or Tax I.D.) Social Security Number
(or Tax I.D.) [U.S. residents only] [U.S. residents only]
_________________________ ________________________
Email Address Email Address
_________________________ ________________________
Phone Number Phone Number
By: _____________________ By: ____________________
Purchaser Other Purchaser
ACCEPTED AND AGREED TO AS OF THE _____ DAY OF ________________, ______:
TREVENEX RESOURCES, INC.
BY: _________________________
President
