ex10-6.htm


    
      

      

    

    Exhibit 10.6

     

    
      SUBSCRIPTION
AGREEMENT

      


      InnerLight
Holdings, Inc.

      867 East
2260 South

       Provo,
UT 84606

      


      


      THIS SUBSCRIPTION AGREEMENT
made this _____day of ______________, 2008 by and between InnerLight Holdings,
Inc., a Delaware corporation (hereinafter  “ Company”), and the
undersigned Subscriber (hereinafter “Subscriber”), who, for and in consideration
of the mutual promises and covenants set forth herein, do hereto agree as
follows:

      


      1.           Subscription.   The
Subscriber hereby subscribes for ____________ Units (hereinafter “Units”) of the
Company’s securities, at a price of $10.00 per Unit, and herewith tenders to the
Company’s Escrow Agent certified bank funds or wire transfer for the
subscription in the amount of US$________________, which the Subscriber tenders
herewith as payment for the Units.  Each Unit consists of Ten (10) Shares
of Common Stock, $.001 par value, Ten (10) Class C Common Stock Purchase
Warrants Exercisable At $2.00 per Share, and Ten (10) Class D Common Stock
Purchase Warrants Exercisable At $4.00 per Share.

       

      This
offering will terminate 180 days from the effective date of the Prospectus, or
an additional 90 days if extended, although we may close the offering on any
date prior if the offering is fully subscribed. In the event that all of the
100,000 Units are not sold within 180 days from the effective date of this
prospectus, at our sole discretion, we may extend the offering for an additional
90 days. In the event that all of the 100,000 Units are not sold within 180 days
from the effective date of this prospectus, or within the additional 90 days if
extended, all money received by us will be promptly returned to each subscriber
without interest or deduction of any kind. If all of the 100,000 Units are sold
within 180 days from the effective date of this prospectus, or within the
additional 90 days, if extended, all money received by us will be retrieved by
us and there will be no refund. The funds will be maintained in a special Escrow
Account maintained by our Escrow Agent until we receive the full proceeds of
$1,000,000 at which time we will remove those funds and use the same as set
forth in the Use of Proceeds section of this prospectus.

      


      This
Subscription Agreement (hereinafter “Subscription”) is an irrevocable offer by
the Subscriber to subscribe for the securities offered by the Company, and,
subject to the terms hereof, shall become a contract for the sale of said
securities upon acceptance thereof by the Company.

      


      2.           Acknowledgement. The
undersigned acknowledges that, prior to signing this Subscription Agreement and
making this offer to purchase, he or she has received the Prospectus describing
the offering of the Units by the Company as filed with the United States
Securities and Exchange Commission, and that he or she understands the risks of
and other considerations relevant to, a purchase of the Units, including those
described under the caption “Risk Factors” in the Prospectus.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      3.           Acceptance of Subscription and Delivery of
Shares. This Subscription Agreement is made subject to the Company’s
discretionary right to accept or reject the Subscription herein.  If
the Company for any reason rejects this Subscription, the Subscription will be
refunded in full, without interest, and this Subscription Agreement shall be
null, void and of no effect.  Acceptance of this Subscription by the
Company will be evidenced by the execution hereof by an officer of the
Company.  Delivery of the Shares subscribed for herein will be made
within five (5) days following the effectiveness of the Registration Statement
of which the Prospectus is a part, at which time the Escrow Agent shall deliver
the subscription funds to the Company.

      


      


      The
undersigned hereby executes this Subscription Agreement as of the ____ day of
__________, 2008, at 

      ________________________,
_______________________

      (city)                                           (state
or country)

      


      


      


      Subscriber
Information:

      


      Name:
_________________________________________________________

      


      Address:
_______________________________________________________

      


                     _______________________________________________________

      


      State or
Country: _______________________________Postal Code:______________

      


      Taxpayer
ID Number (if U.S. subscriber):____________________