Unassociated Document


    Exhibit
10.38

     

    SUBSCRIPTION
AGREEMENT

     

    SUBSCRIPTION
AGREEMENT (this “Agreement”) made as of the last date set forth on the signature
page hereof between Sunovia Energy Technologies, Inc. a Nevada corporation (the
“Company”), and the undersigned (the “Subscriber”).

     

    W I T N E
S S E T H:

     

    WHEREAS,
the Company is conducting a private offering (the “Offering”) consisting of up
to 30,000,000 shares (the “Shares”) of common stock, $0.001 par value per share
(“Common Stock”), pursuant to Section 4(2) of the Securities Act of 1933, as
amended (the “Securities Act”) and Rule 506 promulgated thereunder;
and

     

    WHEREAS,
the Subscriber desires to purchase that number of Shares set forth on the
signature page hereof on the terms and conditions hereinafter set
forth.

     

    NOW,
THEREFORE, in consideration of the premises and the mutual representations and
covenants hereinafter set forth, the parties hereto do hereby agree as
follows:

     

    
      	
              I.  

            	
              SUBSCRIPTION FOR
      SHARES AND REPRESENTATIONS BY
SUBSCRIBER

            


    

     

    1.1 Subscriber
hereby irrevocably subscribes for and agrees to purchase from the Company such
number of Shares, and the Company agrees to sell to the Subscriber as is set
forth on the signature page hereof, at a per share price equal to $0.06 per
Share.  The purchase price is payable by wire transfer of immediately
available funds or check payable to the Company to the Company pursuant to the
wire instructions set forth on Schedule 1.1 or directly to EPIR Technologies,
Inc. (“EPIR”), who has agreed to accept payment and apply it to amounts owed by
the company to EPIR .

     

    


    1.2 The
Subscriber recognizes that the purchase of the Shares involves a high degree of
risk including, but not limited to, the following: (a) the Company has limited
operating history and requires substantial funds in addition to the proceeds of
the Offering; (b) an investment in the Company is highly speculative, and only
investors who can afford the loss of their entire investment should consider
investing in the Company and the Shares; (c) the Subscriber may not be able to
liquidate its investment; (d) transferability of the Shares is extremely
limited; (e) in the event of a disposition, the Subscriber could sustain the
loss of its entire investment; (f) the Company has not paid any dividends since
its inception and does not anticipate paying any dividends; and (g) the Company
may issue additional securities in the future which have rights and preferences
that are senior to those of the Common Stock.  Without limiting the
generality of the representations set forth in Section 1.5 below, the Subscriber
represents that the Subscriber has carefully reviewed the section of the
Memorandum captioned “Risk Factors.”

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    1.3 The
Subscriber represents that the Subscriber is an “accredited investor” as such
term is defined in Rule 501 of Regulation D (“Regulation D”) promulgated under
the Securities Act, as indicated by the Subscriber’s responses to the questions
contained in Article VI hereof, and that the Subscriber is able to bear the
economic risk of an investment in the Shares.

     

    1.4 The
Subscriber hereby acknowledges and represents that (a) the Subscriber has
knowledge and experience in business and financial matters, prior investment
experience, including investment in securities that are non-listed, unregistered
and/or not traded on a national securities exchange nor on the National
Association of Securities Dealers, Inc. (the “NASD”) automated quotation system
(“NASDAQ”), or the Subscriber has employed the services of a “purchaser
representative” (as defined in Rule 501 of Regulation D), attorney and/or
accountant to read all of the documents furnished or made available by the
Company both to the Subscriber and to all other prospective investors in the
Shares to evaluate the merits and risks of such an investment on the
Subscriber’s behalf; (b) the Subscriber recognizes the highly speculative nature
of this investment; and (c) the Subscriber is able to bear the economic risk
that the Subscriber hereby assumes.

     

    1.5 The
Subscriber hereby acknowledges receipt and careful review of this Agreement, all
documents filed by the Company with the Securities and Exchange Commission, and
any documents which may have been made available upon request as reflected
therein (collectively referred to as the “Offering Materials”) and hereby
represents that the Subscriber has been furnished by the Company during the
course of the Offering with all information regarding the Company, the terms and
conditions of the Offering and any additional information that the Subscriber
has requested or desired to know, and has been afforded the opportunity to ask
questions of and receive answers from duly authorized officers or other
representatives of the Company concerning the Company and the terms and
conditions of the Offering.

     

    1.6 (a)           In
making the decision to invest in the Shares the Subscriber has relied solely
upon the information provided by the Company in the Offering
Materials.  To the extent necessary, the Subscriber has retained, at
its own expense, and relied upon appropriate professional advice regarding the
investment, tax and legal merits and consequences of this Agreement and the
purchase of the Shares hereunder.  The Subscriber disclaims reliance
on any statements made or information provided by any person or entity in the
course of Subscriber’s consideration of an investment in the Shares other than
the Offering Materials.

     

    (b)           The
Subscriber represents that (i) the Subscriber was contacted regarding the sale
of the Shares by the Company (or an authorized agent or representative thereof)
with whom the Subscriber had a prior substantial pre-existing relationship and
(ii) no Shares were offered or sold to it by means of any form of general
solicitation or general advertising, and in connection therewith, the Subscriber
did not (A) receive or review any advertisement, article, notice or other
communication published in a newspaper or magazine or similar media or broadcast
over television or radio, whether closed circuit, or generally available; or (B)
attend any seminar meeting or industry investor conference whose attendees were
invited by any general solicitation or general advertising.

     

    1.7 The
Subscriber hereby represents that the Subscriber, either by reason of the
Subscriber’s business or financial experience or the business or financial
experience of the Subscriber’s professional advisors (who are unaffiliated with
and not compensated by the Company or any affiliate or selling agent of the
Company, directly or indirectly), has the capacity to protect the Subscriber’s
own interests in connection with the transaction contemplated
hereby.

     

    1.8 The
Subscriber hereby acknowledges that the Offering has not been reviewed by the
United States Securities and Exchange Commission (the “SEC”) nor any state
regulatory authority since the Offering is intended to be exempt from the
registration requirements of Section 5 of the Securities Act, pursuant to
Regulation D.  The Subscriber understands that the Shares have not
been registered under the Securities Act or under any state securities or “blue
sky” laws and agrees not to sell, pledge, assign or otherwise transfer or
dispose of the Shares unless they are registered under the Securities Act and
under any applicable state securities or “blue sky” laws or unless an exemption
from such registration is available.

     

    1.9 The
Subscriber understands that the Shares have not been registered under the
Securities Act by reason of a claimed exemption under the provisions of the
Securities Act that depends, in part, upon the Subscriber’s investment
intention.  In this connection, the Subscriber hereby represents that
the Subscriber is purchasing the Shares for the Subscriber’s own account for
investment and not with a view toward the resale or distribution to
others.  The Subscriber, if an entity, further represents that it was
not formed for the purpose of purchasing the Shares.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    1.10 The
Subscriber understands that the common stock is quoted on the OTC Bulletin Board
and that there is a limited market for the Common Stock.  The
Subscriber understands that even if a public market develops for the Common
Stock, Rule 144 (“Rule 144”) promulgated under the Securities Act requires for
non-affiliates, among other conditions, a holding period prior to the resale (in
limited amounts) of securities acquired in a non-public offering without having
to satisfy the registration requirements under the Securities Act. The
Subscriber understands and hereby acknowledges that the Company is under no
obligation to register any of the Shares under the Securities Act or any state
securities or “blue sky” laws.

     

    1.11 The
Subscriber consents to the placement of a legend on any certificate or other
document evidencing the Shares and any shares of common stock issuable upon
conversion of the Common Stock that such securities have not been registered
under the Securities Act or any state securities or “blue sky” laws and setting
forth or referring to the restrictions on transferability and sale thereof
contained in this Agreement.  The Subscriber is aware that the Company
will make a notation in its appropriate records with respect to the restrictions
on the transferability of such Shares. The legend to be placed on each
certificate shall be in form substantially similar to the
following:

     

    “THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES OR “BLUE
SKY LAWS,” AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR
HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR
COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS
RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS
COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”

     

    1.12 The
Subscriber understands that the Company will review this Agreement and is hereby
given authority by the Subscriber to call Subscriber’s bank or place of
employment or otherwise review the financial standing of the Subscriber; and it
is further agreed that the Company, at its sole discretion, reserves the
unrestricted right, without further documentation or agreement on the part of
the Subscriber, to reject or limit any subscription, to accept subscriptions for
fractional Shares and to close the Offering to the Subscriber at any time and
that the Company will issue stop transfer instructions to its transfer agent
with respect to such Shares.

     

    1.13 The
Subscriber hereby represents that the address of the Subscriber furnished by
Subscriber on the signature page hereof is the Subscriber’s principal residence
if Subscriber is an individual or its principal business address if it is a
corporation or other entity.

     

    1.14 The
Subscriber represents that the Subscriber has full power and authority
(corporate, statutory and otherwise) to execute and deliver this Agreement and
to purchase the Shares.  This Agreement constitutes the legal, valid
and binding obligation of the Subscriber, enforceable against the Subscriber in
accordance with its terms.

     

    1.15 If the
Subscriber is a corporation, partnership, limited liability company, trust,
employee benefit plan, individual retirement account, Keogh Plan, or other
tax-exempt entity, it is authorized and qualified to invest in the Company and
the person signing this Agreement on behalf of such entity has been duly
authorized by such entity to do so.

     

    1.16 The
Subscriber acknowledges that he, she or it are not Registered Representative of
an NASD or FINRA member firm or an NASD or FINRA firm.

     

    1.17 The
Subscriber acknowledges that at such time, if ever, as the Shares are
registered, sales of the Shares will be subject to state securities
laws.

     

    1.18 (a)           The
Subscriber agrees not to issue any public statement with respect to the
Subscriber’s investment or proposed investment in the Company or the terms of
any agreement or covenant between them and the Company without the Company’s
prior written consent, except such disclosures as may be required under
applicable law or under any applicable order, rule or regulation.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    (b) The
Company agrees not to disclose the names, addresses or any other information
about the Subscribers, except as required by law; provided, that the Company may
use the name of the Subscriber for any offering or in any registration statement
filed.

     

    1.19 The
Subscriber agrees to hold the Company and its directors, officers, employees,
affiliates, controlling persons and agents and their respective heirs,
representatives, successors and assigns harmless and to indemnify them against
all liabilities, costs and expenses incurred by them as a result of (a) any sale
or distribution of the Shares by the Subscriber in violation of the Securities
Act or any applicable state securities or “blue sky” laws; or (b) any false
representation or warranty or any breach or failure by the Subscriber to comply
with any covenant made by the Subscriber in this Agreement (including the
Confidential Investor Questionnaire contained in Article VI herein) or any other
document furnished by the Subscriber to any of the foregoing in connection with
this transaction.

     

    


    
      	
              II.  

            	
              REPRESENTATIONS BY AND
      COVENANTS OF THE COMPANY

            


    

     

    The
Company hereby represents and warrants to the Subscriber that:

     

    2.1 Organization, Good Standing
and Qualification.  The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Nevada and has full corporate power and authority to conduct its
business.

     

    2.2 Capitalization and Voting
Rights.  The authorized, issued and outstanding capital stock
of the Company is as set forth in the Company’s reports filed with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934 (the “34 Act Reports”) and all issued and outstanding shares of the Company
are validly issued, fully paid and nonassessable.

     

    2.3 Authorization;
Enforceability.  The Company has all corporate right, power and
authority to enter into this Agreement and to consummate the transactions
contemplated hereby.  All corporate action on the part of the Company,
its directors and stockholders necessary for the (a) authorization execution,
delivery and performance of this Agreement by the Company; and (b)
authorization, sale, issuance and delivery of the Shares contemplated hereby and
the performance of the Company’s obligations hereunder has been
taken.  This Agreement has been duly executed and delivered by the
Company and constitutes a legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms, subject to laws of
general application relating to bankruptcy, insolvency and the relief of debtors
and rules of law governing specific performance, injunctive relief or other
equitable remedies, and to limitations of public policy.  The Shares,
when issued and fully paid for in accordance with the terms of this Agreement,
will be validly issued, fully paid and nonassessable.  The issuance
and sale of the Shares contemplated hereby will not give rise to any preemptive
rights or rights of first refusal on behalf of any person which have not been
waived in connection with this offering.

     

    2.4 No Conflict; Governmental
Consents.

     

    (a) The
execution and delivery by the Company of this Agreement and the consummation of
the transactions contemplated hereby will not result in the violation of any
material law, statute, rule, regulation, order, writ, injunction, judgment or
decree of any court or governmental authority to or by which the Company is
bound, or of any provision of the Articles of Incorporation or Bylaws of the
Company, and will not conflict with, or result in a material breach or violation
of, any of the terms or provisions of, or constitute (with due notice or lapse
of time or both) a default under, any lease, loan agreement, mortgage, security
agreement, trust indenture or other agreement or instrument to which the Company
is a party or by which it is bound or to which any of its properties or assets
is subject, nor result in the creation or imposition of any lien upon any of the
properties or assets of the Company.

     

    (b) No
consent, approval, authorization or other order of any governmental authority is
required to be obtained by the Company in connection with the authorization,
execution and delivery of this Agreement or with the authorization, issue and
sale of the Shares, except such filings as may be required to be made with the
SEC, NASD, NASDAQ and with any state or foreign blue sky or securities
regulatory authority.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    2.5 Licenses.  Except
as otherwise set forth in the 34 Act Reports, the Company has sufficient
licenses, permits and other governmental authorizations currently required for
the conduct of its business or ownership of properties and is in all material
respects in compliance therewith.

     

    2.5 Litigation.  Except
as set forth in the 34 Act Reports, the Company knows of no pending or
threatened legal or governmental proceedings against the Company which could
materially adversely affect the business, property, financial condition or
operations of the Company or which materially and adversely questions the
validity of this Agreement or any agreements related to the transactions
contemplated hereby or the right of the Company to enter into any of such
agreements, or to consummate the transactions contemplated hereby or thereby.
The Company is not a party or subject to the provisions of any order, writ,
injunction, judgment or decree of any court or government agency or
instrumentality which could materially adversely affect the business, property,
financial condition or operations of the Company. There is no action, suit,
proceeding or investigation by the Company currently pending in any court or
before any arbitrator or that the Company intends to initiate.

     

    2.7 Disclosure.  The
information set forth in the Offering Materials as of the date hereof contains
no untrue statement of a material fact nor omits to state a material fact
necessary in order to make the statements contained therein, in light of the
circumstances under which they were made, not misleading.

     

    2.8 Investment
Company.  The Company is not an “investment company” within the
meaning of such term under the Investment Company Act of 1940, as amended, and
the rules and regulations of the SEC thereunder.

     

    2.9 Brokers.  Neither
the Company nor any of the Company's officers, directors, employees or
stockholders has employed or engaged any broker or finder in connection with the
transactions contemplated by this Agreement and no fee or other compensation is
or will be due and owing to any broker, finder, underwriter, placement agent or
similar person in connection with the transactions contemplated by this
Agreement.  The Company is not party to any agreement, arrangement or
understanding whereby any person has an exclusive right to raise funds and/or
place or purchase any debt or equity securities for or on behalf of the
Company.

     

    2.10 Intellectual
Property.

     

    (a) To the
best of its knowledge, the Company owns or possesses sufficient legal rights to
all patents, trademarks, service marks, trade names, copyrights, trade secrets,
licenses, information and other proprietary rights and processes necessary for
its business as now conducted and as presently proposed to be conducted, without
any known infringement of the rights of others.  Except as disclosed
in the Memorandum, there are no material outstanding options, licenses or
agreements of any kind relating to the foregoing proprietary rights, nor is the
Company bound by or a party to any material options, licenses or agreements of
any kind with respect to the patents, trademarks, service marks, trade names,
copyrights, trade secrets, licenses, information and other proprietary rights
and processes of any other person or entity other than such licenses or
agreements arising from the purchase of “off the shelf” or standard
products.  The Company has not received any written communications
alleging that the Company has violated or, by conducting its business as
presently proposed to be conducted, would violate any of the patents,
trademarks, service marks, trade names, copyrights or trade secrets or other
proprietary rights of any other person or entity.

     

    (b) Except as
disclosed in the 34 Act Reports, the Company is not aware that any of its
employees is obligated under any contract (including licenses, covenants or
commitments of any nature) or other agreement, or subject to any judgment,
decree or order of any court or administrative agency, that would interfere with
their duties to the Company or that would conflict with the Company’s business
as presently conducted.

     

    (c) Neither
the execution nor delivery of this Agreement, nor the carrying on of the
Company’s business by the employees of the Company, nor the conduct of the
Company’s business as presently conducted, will, to the Company’s knowledge,
conflict with or result in a breach of the terms, conditions or provisions of,
or constitute a default under, any contract, covenant or instrument under which
any employee is now obligated.

     

    (d) To the
Company’s knowledge, no employee of the Company, nor any consultant with whom
the Company has contracted, is in violation of any term of any employment
contract, proprietary information agreement or any other agreement relating to
the right of any such individual to be employed by, or to contract with, the
Company because of the nature of the business conducted by the Company; and to
the Company’s knowledge the continued employment by the Company of its present
employees, and the performance of the Company’s contracts with its independent
contractors, will not result in any such violation.  The Company has
not received any written notice alleging that any such violation has
occurred.  Except as described in the Memorandum, no employee of the
Company has been granted the right to continued employment by the Company or to
any compensation following termination of employment with the Company except for
any of the same which would not have a material adverse effect on the business
of the Company.  The Company is not aware that any officer, key
employee or group of employees intends to terminate his, her or their employment
with the Company, nor does the Company have a present intention to terminate the
employment of any officer, key employee or group of employees.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    2.11 Title to Properties and
Assets; Liens, Etc.  Except as described in the 34 Act Reports,
the Company has good and marketable title to its properties and assets,
including the properties and assets reflected in the most recent balance sheet
included in the Company’s financial statements, and good title to its leasehold
estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance
or charge, other than (a) those resulting from taxes which have not yet become
delinquent; (b) liens and encumbrances which do not materially detract from the
value of the property subject thereto or materially impair the operations of the
Company; and (c) those that have otherwise arisen in the ordinary course of
business.  The Company is in compliance with all material terms of
each lease to which it is a party or is otherwise bound.

     

    


    
      	
              III.  

            	
              TERMS OF
      SUBSCRIPTION

            


    

     

    3.1 All funds
shall be submitted directly to the Company’s account identified in Section 1.1
hereof.

     

    3.2 Certificates
representing the Common Stock purchased by the Subscriber pursuant to this
Agreement will be prepared for delivery to the Subscriber within 15 business
days following the closing, the timing of which is at the Company’s sole
discretion, at which such purchase takes place. The Subscriber hereby authorizes
and directs the Company to deliver the certificates representing the Common
Stock purchased by the Subscriber pursuant to this Agreement directly to the
Subscriber’s residential or business address indicated on the signature page
hereto.

     

    
      	
              IV.  

            	
              CONDITIONS TO
      OBLIGATIONS OF THE
SUBSCRIBERS

            


    

     

    4.1 The
Subscriber’s obligation to purchase the Shares at the closing at which such
purchase is to be consummated is subject to the fulfillment on or prior to such
closing of the following conditions, which conditions may be waived at the
option of each Subscriber to the extent permitted by law:

     

    (a) Covenants.  All
covenants, agreements and conditions contained in this Agreement to be performed
by the Company on or prior to the date of such closing shall have been performed
or complied with in all material respects.

     

    (b) No Legal Order
Pending.  There shall not then be in effect any legal or other
order enjoining or restraining the transactions contemplated by this
Agreement.

     

    (c) No Law Prohibiting or
Restricting Such Sale.  There shall not be in effect any law,
rule or regulation prohibiting or restricting such sale or requiring any consent
or approval of any person, which shall not have been obtained, to issue the
Shares (except as otherwise provided in this Agreement).

     

    
      	
              V.  

            	
              MISCELLANEOUS

            


    

     

    5.1 Any
notice or other communication given hereunder shall be deemed sufficient if in
writing and sent by registered or certified mail, return receipt requested, or
delivered by hand against written receipt therefor, addressed as
follows:

     

    if to the
Company, to it at:

    Sunovia
Energy Technologies, Inc.

    6408
Parkland Drive, Suite 104

    Sarasota,
Fl 34243

    Attn:  Carl
Smith, CEO

    


    if to the
Subscriber, to the Subscriber’s address indicated on the signature page of this
Agreement.

     

    Notices
shall be deemed to have been given or delivered on the date of mailing, except
notices of change of address, which shall be deemed to have been given or
delivered when received.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    5.2 Except as
otherwise provided herein, this Agreement shall not be changed, modified or
amended except by a writing signed by the parties to be charged, and this
Agreement may not be discharged except by performance in accordance with its
terms or by a writing signed by the party to be charged.

     

    5.3 Subject
to the provisions of Section 5.10, this Agreement shall be binding upon and
inure to the benefit of the parties hereto and to their respective heirs, legal
representatives, successors and assigns.  This Agreement sets forth
the entire agreement and understanding between the parties as to the subject
matter hereof and merges and supersedes all prior discussions, agreements and
understandings of any and every nature among them.

     

    5.4 Upon the
execution and delivery of this Agreement by the Subscriber, this Agreement shall
become a binding obligation of the Subscriber with respect to the purchase of
Shares as herein provided, subject, however, to the right hereby reserved by the
Company to enter into the same agreements with other subscribers and to add
and/or delete other persons as subscribers.

     

    5.5 NOTWITHSTANDING
THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE
PARTIES EXPRESSLY AGREE THAT ALL THE TERMS AND PROVISIONS HEREOF SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO SUCH STATE’S PRINCIPLES OF CONFLICTS OF LAW.  IN THE
EVENT THAT A JUDICIAL PROCEEDING IS NECESSARY, THE SOLE FORUM FOR RESOLVING
DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT IS THE COURTS STATE OF NEW
YORK IN AND FOR THE COUNTY OF NEW YORK OR THE FEDERAL COURTS FOR SUCH STATE AND
COUNTY, AND ALL RELATED APPELLATE COURTS, THE PARTIES HEREBY IRREVOCABLY CONSENT
TO THE JURISDICTION OF SUCH COURTS AND AGREE TO SAID VENUE.

     

    5.6 In order
to discourage frivolous claims the parties agree that unless a claimant in any
proceeding arising out of this Agreement succeeds in establishing his claim and
recovering a judgment against another party (regardless of whether such claimant
succeeds against one of the other parties to the action), then the other party
shall be entitled to recover from such claimant all of its/their reasonable
legal costs and expenses relating to such proceeding and/or incurred in
preparation therefor.

     

    5.7 The
holding of any provision of this Agreement to be invalid or unenforceable by a
court of competent jurisdiction shall not affect any other provision of this
Agreement, which shall remain in full force and effect.  If any
provision of this Agreement shall be declared by a court of competent
jurisdiction to be invalid, illegal or incapable of being enforced in whole or
in part, such provision shall be interpreted so as to remain enforceable to the
maximum extent permissible consistent with applicable law and the remaining
conditions and provisions or portions thereof shall nevertheless remain in full
force and effect and enforceable to the extent they are valid, legal and
enforceable, and no provisions shall be deemed dependent upon any other covenant
or provision unless so expressed herein.

     

    5.8 It is
agreed that a waiver by either party of a breach of any provision of this
Agreement shall not operate, or be construed, as a waiver of any subsequent
breach by that same party.

     

    5.9 The
parties agree to execute and deliver all such further documents, agreements and
instruments and take such other and further action as may be necessary or
appropriate to carry out the purposes and intent of this Agreement.

     

    5.10 This
Agreement may be executed in two or more counterparts each of which shall be
deemed an original, but all of which shall together constitute one and the same
instrument.

     

    5.11 Nothing
in this Agreement shall create or be deemed to create any rights in any person
or entity not a party to this Agreement, except for the holders of Registrable
Securities.

     

    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]

     

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    


    
      	
              VI.  

            	
              CONFIDENTIAL INVESTOR
      QUESTIONNAIRE

            


    

     

    6.1 The
Subscriber represents and warrants that he, she or it comes within one category
marked below, and that for any category marked, he, she or it has truthfully set
forth, where applicable, the factual basis or reason the Subscriber comes within
that category.  ALL INFORMATION IN RESPONSE TO THIS SECTION WILL BE
KEPT STRICTLY CONFIDENTIAL.  The undersigned agrees to furnish any
additional information which the Company deems necessary in order to verify the
answers set forth below.

     

    
      	
              Category
      A  

            	
              The
      undersigned is an individual (not a partnership, corporation, etc.) whose
      individual net worth, or joint net worth with his or her spouse, presently
      exceeds $1,000,000.

            


    

    


    Explanation.  In
calculating net worth you may include equity in personal property and real
estate, including your principal residence, cash, short-term investments, stock
and securities.  Equity in personal property and real estate should be
based on the fair market value of such property less debt secured by such
property.

    


    
      	
              Category
      B  

            	
              The
      undersigned is an individual (not a partnership, corporation, etc.) who
      had an income in excess of $200,000 in each of the two most recent years,
      or joint income with his or her spouse in excess of $300,000 in each of
      those years (in each case including foreign income, tax exempt income and
      full amount of capital gains and losses but excluding any income of other
      family members and any unrealized capital appreciation) and has a
      reasonable expectation of reaching the same income level in the current
      year.

            


    

    


    
      	
              Category
      C  

            	
              The
      undersigned is a director or executive officer of the Company which is
      issuing and selling the Shares.

            


    

    


    
      	
              Category
      D  

            	
              The
      undersigned is a bank; a savings and loan association; insurance company;
      registered investment company; registered business development company;
      licensed small business investment company (“SBIC”); or employee benefit
      plan within the meaning of Title 1 of ERISA and (a) the investment
      decision is made by a plan fiduciary which is either a bank, savings and
      loan association, insurance company or registered investment advisor, or
      (b) the plan has total assets in excess of $5,000,000 or (c) is a self
      directed plan with investment decisions made solely by persons that are
      accredited investors. (describe
entity)

            


    

     

    
      	
              Category
      E  

            	
              The
      undersigned is a private business development company as defined in
      section 202(a) (22) of the Investment Advisors Act of 1940. (describe
      entity)

            


    

     

    
      	
              Category
      F  

            	
              The
      undersigned is either a corporation, partnership, Massachusetts business
      trust, or non-profit organization within the meaning of Section 501(c) (3)
      of the Internal Revenue Code, in each case not formed for the specific
      purpose of acquiring the Shares and with total assets in excess of
      $5,000,000. (describe entity)

            


    

     

    
      	
              Category
      G  

            	
              The
      undersigned is a trust with total assets in excess of $5,000,000, not
      formed for the specific purpose of acquiring the Shares, where the
      purchase is directed by a “sophisticated investor” as defined in
      Regulation 506(b)(2)(ii) under the
Act.

            


    

     

    
      	
              Category
      H  

            	
              The
      undersigned is an entity (other than a trust) in which all of the equity
      owners are “accredited investors” within one or more of the above
      categories.  If relying upon this Category alone, each equity
      owner must complete a separate copy of this
      Agreement.  (describe
entity)

            


    

     

    
      	
              Category
      I  

            	
              The
      undersigned is not within any of the categories above and is therefore not
      an accredited investor.

            


    

     

    The
undersigned agrees that the undersigned will notify the Company at any time on
or prior to the closing in the event that the representations and warranties in
this Agreement shall cease to be true, accurate and complete.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    6.2 SUITABILITY (please
answer each question)

     

    (a)           For
an individual Subscriber, please describe your current employment, including the
company by which you are employed and its principal business:

    


    (b)           For
an individual Subscriber, please describe any college or graduate degrees held
by you:


    


    (c)           For
all Subscribers, please list types of prior investments:

    


    (d)           For
all Subscribers, please state whether you have participated in other private placements
before:

     

    YES_______                                           NO_______

    (e)           If
your answer to question (d) above was “YES”, please indicate frequency of such
prior participation in private placements
of:

     

    
      	 
      	
               

              Public

              Companies

            	
               

              Private

              Companies

            	
              Public
      or Private Companies

              with
      no, or insignificant,

              assets and operations

               

            
	
              Frequently

            	 
      	 
      	 
      
	
              Occasionally

            	 
      	 
      	 
      
	
              Never

            	 
      	 
      	 
      


    

    


    (f)           For
individual Subscribers, do you expect your current level of income to
significantly decrease in the foreseeable future:

     

    YES_______                                           NO_______

    (g)           For
trust, corporate, partnership and other institutional Subscribers, do you expect
your total assets to significantly decrease in the foreseeable
future:

     

    YES_______                                           NO_______

    (h)           For
all Subscribers, do you have any other investments or contingent liabilities
which you reasonably anticipate could cause you to need sudden cash requirements
in excess of cash readily available to you:

     

    YES_______                                           NO_______

    (i)           For
all Subscribers, are you familiar with the risk aspects and the non-liquidity of
investments such as the securities for which you seek to subscribe?

     

    YES_______                                           NO_______

    (j)           
For all Subscribers, do you understand that there is no guarantee of financial
return on this investment and that you run the risk of losing your entire
investment?

     

    YES_______                                           NO_______

    6.3 MANNER IN WHICH TITLE IS TO
BE HELD.  (circle one)

     

    (a)           Individual
Ownership

    (b)           Community
Property

    (c)           Joint
Tenant with Right of

    Survivorship (both
parties

    must sign)

    (d)           Partnership*

    (e)           Tenants
in Common

    (f)           Company*

    (g)           Trust*

    (h)           Other*

    *If
Securities are being subscribed for by an entity, the attached Certificate of
Signatory must also be completed.

     

    6.4 The
undersigned is informed of the significance to the Company of the foregoing
representations and answers contained in the Confidential Investor Questionnaire
contained in this Article VI and such answers have been provided under the
assumption that the Company will rely on them.

     

    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]

     

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    NUMBER
OF SHARES _________ X $0.06

    =
$_________ (the “Purchase
Price”)                                                                

    


    


    


     
 

    Signature                                                                Signature
(if purchasing jointly)

    


     
 

    Name
Typed or
Printed                                       Name
Typed or Printed

    


     
 

    Title (if
Subscriber is an
Entity)                         Title
(if Subscriber is an Entity)

    


     
 

    Entity
Name (if
applicable)                                  Entity
Name (if applicable

    


    


    


    


    Address                                                                
Address

    


     
 

    City,
State and Zip
Code                                     City,
State and Zip Code

    


     
 

    Telephone-Business                                            Telephone-Business

    


     
 

    Telephone-Residence                                          Telephone-Residence

    


     
 

    Facsimile-Business                                               Facsimile-Business

    


     
 

    Facsimile-Residence                                             Facsimile-Residence

    


     
 

    Tax ID #
or Social Security
#                               Tax
ID # or Social Security #

     

    Name in
which securities should be
issued:                                                                           

    


    


    Dated:                       , 2009

    


    This
Subscription Agreement is agreed to and accepted as of ________________ ,
2009.

     

    Sunovia
Energy Technologies, Inc.

    


    


    By:____________________________________

    Name:

    Title:

     

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    CERTIFICATE
OF SIGNATORY

    


    (To be
completed if Securities are

    being
subscribed for by an entity)

    


    


    I,
____________________________, am the ____________________________
of

    


    __________________________________________
(the “Entity”).

    


    I certify
that I am empowered and duly authorized by the Entity to execute and carry out
the terms of the Subscription Agreement and to purchase and hold the shares of
Common Stock, and certify further that the Subscription Agreement has been duly
and validly executed on behalf of the Entity and constitutes a legal and binding
obligation of the Entity.

    


    IN
WITNESS WHEREOF, I have set my hand this ________ day of _________________,
2009

    


    


    _______________________________________

    (Signature)

    


    


    SCHEDULE
1.1

    


    Account
Name:                       
Sunovia Energy Technologies, Inc.

    Account
#                                229012853107           
           
      

    ABA
#                                       026009593 
   

    Bank:                                       
Bank of America       

    Address:                                  
Sarasota,
Florida                

                       

    


    Or,
alternatively, payment is made directly to EPIR Technologies, Inc.

     

     

     

    11