Exhibit 10.7 - Form of Subscription Agreement and Warrant, May 2007 financing


     

    Exhibit
      10.7

    SUBSCRIPTION
      AGREEMENT

    


    Agreement,
      made this ____ day of May, 2007, by and between FLEXIBLE SOLUTIONS INTERNATIONAL
      INC., a Nevada corporation (the “Company”), and
      __________________________________________________ (the
“Subscriber”).

    


    In
      consideration of the mutual promises and covenants herein contained, the parties
      hereto agree as follows:

    


    


    ARTICLE
      I

    SUBSCRIPTION

    


    1.01 
      Subscription
      Offer. Subject to the terms and conditions hereof and to acceptance by the
      Company, Subscriber hereby irrevocably offers to purchase
________
      units of common stock with one half warrant exercisable for three years at
      a
      price of US$4.50
      (the “securities”) at a price of US$
      3.25
      per share, for a total price of $________.
      The purchase price is payable in full by wire transfer to Flexible Solutions
      International Inc.

     

    
      	 	Beneficiary: 	
              Flexible
                Solutions International Inc.

            	 
	 	Bank:	
              US Bank

              2031 Main St.

              Ferndale, WA   98248

            	 
	 	 	 	 
	 	Routing # 	125 000 105	 
	 	Account #	1 535 9130 8140	 
	 	SWIFT Code (for international
              use):   	USBK44IMT	 


    

     

    1.02 
      Acceptance
      of Subscription.
      The
      Company reserves the right to reject Subscriber’s offer in whole or in part, for
      any reason, and to allocate less than the maximum number of Securities the
      Subscriber hereby offers to purchase. Any sale of Securities to Subscriber
      shall
      not be deemed to occur until the Subscriber’s offer is accepted in writing by
      the Company. Subscriber shall not have any recourse against the Company if
      a
      purchase offer is rejected in whole or in part. The Company shall reasonably
      notify the Subscriber in writing of the acceptance of the purchase offer. If
      the
      purchase offer is accepted, the Company will confirm in writing the Subscriber’s
      purchase of the Securities. If the purchase off is rejected in whole or in
      part,
      the Company will promptly return to Subscriber, without deduction or interest,
      all or a rateable portion of the subscription price, as the case may be,
      together with all executed documents tendered by the Subscriber. If the purchase
      offer is rejected in part only, Subscriber shall immediately complete, execute,
      and deliver to the Company new subscription documents for the appropriate
      reduced amount.

    


    1.03 
      Restrictions
      on Securities.
      The
      Securities have not been registered under the Securities Act of 1933 (the ‘Act”)
      or any applicable state securities laws.

    


    


    Term
      Sheet. The
      term
      sheet immediately below shall govern the specifics of the units subscribed
      for. 

    


    
      	 	
              Issuer

            	
              Flexible
                Solutions International Inc. (“FSI” or the
                Company)

            


    

    


    
      	 	
              Issue

            	
              Common
                stock with Warrants

            


    

    


    
      	 	
              Pricing

            	
              $3.25
                per unit

            


    

    


    
      	 	
              Warrants.

            	
              FSI
                will issue warrants to purchase 50% of the number of shares of common
                stock that will be purchased at closing. The warrants will have a
                three-year life from date of closing. The exercise price will be
                $4.50.
                The shares underlying the Warrants will be subject to the same
                registration statement as the
                Shares.

            


    

    


    
      	 	
              Registration
                Rights

            	
              FSI
                agrees to file an SB-2 registration statement covering all shares
                and
                warrants within 45 days of closing. In the event that FSI fails to
                file a
                registration statement within the 45-day period, a cash penalty equal
                to
                1/30 of 1% of the investment will accrue for each day thereafter
                that a
                registration document has not been filed. FSI will respond to all
                SEC
                comment letters regarding the registration statement within 25 days
                of
                receipt of the comment letter(s). In the event that FSI does not
                respond
                within 25 days, a cash penalty equal to 1/30 of 1% of the investment
                will
                accrue for each day thereafter that a response has not been filed.
                Any
                cash penalties will be paid to the investor on receipt by the Company
                of a
                written request. 

            


    

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    
 

    
      	
            	Price
              Protection	
              For
                the 12 months following the closing date of this financing, in the
                event
                the Company issues common stock, or securities convertible or exchangeable
                into common stock, at a price less than the Purchase Price then the
                Purchase Price and the Warrant Exercise Price will be changed to
                this
                price and accounted for by the issuance of additional shares and
                warrants
                to the investors. Employee and consultant options are excluded from
                this
                provision. 

            


    

    


    
      	
            	Future
              Financings	
              Investors
                shall have the right of participation in any future equity or
                equity-linked financings by the Company for a period of 18 months
                following the closing in order to maintain their percentage ownership
                in
                the Company.

            


    

    


    


    ARTITCLE
      II

    REPRESENTAIONS
      AND WARRANTIES

    


    2.00 The
      Company warrants that it has the authority to accept the subscription and issue
      the shares and warrants subscribed for.

    


    2.01.1 The
      Company warrants that to its knowledge, no shares of common stock are entitled
      to pre-emptive or similar rights.

    


    2.02 The
      Company warrants that the shares will be issued as fully paid for and
      non-assessable. 

    


    2.03 Status
      of
      Subscriber. Subscriber, if an individual, is at least 21 years of age. If an
      association, each individual member of the association is at least 21 years
      of
      age.

    


    2.04 Access
      to
      Information. Because of Subscriber’s pre-existing business or personal
      relationship with the Company or with the officers and directors of the Company,
      or by reason of the business or financial experience of Subscriber or his
      professional advisors who are unaffiliated with a and who are not compensated
      by
      the Company, or an affiliate thereof, Subscriber had the capacity to protect
      his
      own interests in connection with the offer and sale of the
      Securities.

    


    2.05 Understanding
      of Investment Risks.
      Subscriber understands that there is a limited market for the Securities and
      no
      assurance that a wider market will develop, and that realization of the
      objectives of the Company is subject to significant economic and business
      risks.

    


    2.06 Understanding
      of Nature of Securities. Subscriber understands that:

    


    	a)  
              	
            The
              Securities have not been registered under the Act or any state securities
              laws:

          


    


    	b)  
              	
            The
              Securities cannot be sold or transferred for value without registration
              under the Act and applicable state laws or exemption
              therefrom:

          


    


    


    	c)  
              	
            Only
              the Company can register the Securities under the Act and applicable
              state
              securities laws:

          


    


    	d)  
              	
            The
              Company has made representation to Subscriber that the Company will
              register the Securities under the Act or any applicable state securities
              laws by filing a registration statement within 30 days of receipt of
              the
              subscription and will use its best efforts to ensure that the registration
              statement becomes effective as soon as possible after the
              subscription.

          


    


    2.07 
      Investment
      Intent.
      Subscriber represents and warrants that:

    


    	a)
                	
            Subscriber
              is acquiring the Securities for the Subscriber’s own account and not for
              or on behalf of any other person;

          


    


    	b)  
              	
            Subscriber
              is acquiring the Securities for investment and not for distribution
              or
              with the intent to divide Subscriber’s participation with others or of
              reselling or otherwise distributing the
              Securities;

          


    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    


    	c)  
              	
            Neither
              Subscriber not anyone acting on Subscriber’s behalf has paid any
              commission or other remuneration to any person in connection with the
              purchase of the Securities; and

          


    


    	d)  
              	
            Subscriber
              will not sell the Securities without registration under the Act and
              any
              applicable state securities law or exemption
              there-from.

          


    


    2.06 
      Residence
      of Subscriber.
      The
      residence of Subscriber set forth below is the true and correct residence of
      Subscriber and he or she has no present intention of becoming a resident or
      domiciliary of any other state, county or jurisdiction.

    


    2.07 
      Further
      Assurances.
      Subscriber will execute and deliver to the Company any document, or do any
      other
      act or thing, which the Company may reasonably request in connection with the
      acquisition of the Securities.

    


    2.08 
      Non-disclosure.
      Subscriber has not distributed any written materials furnished to Subscriber
      by
      the Company to anyone other than the Subscriber’s professional
      advisors.

    


    2.09 
      Ability
      to Bear Economic Risk.
      Subscriber is able to bear the economic risk of an investment in the Securities
      and to maintain his investment in the Securities for an indefinite period of
      time, and, further, could bear a total loss of the investment and not change
      his
      standard of living, which existed at the time of such investment.

    


    2.10 
      For
      Partnerships, Corporations, Trusts, or Other Entities Only. If the Subscriber
      is
      a partnership, corporation, trust, or other entity,

    


    	a)  
              	
            Subscriber
              has enclosed with this agreement appropriate evidence of the authority
              of
              the individual executing this agreement to act on its behalf
              .

          


    


    	b)  
              	
            Subscriber
              has the full power and authority to execute this Subscription Agreement
              on
              behalf of such entity and to make the representation and warranties
              made
              herein on its behalf and this investment in the Company has been
              affirmatively authorized by the governing board of such entity and
              is not
              prohibited by the governing documents of he
              entity.

          


    


    


    ARTICLE
      III

    MISCELLANEOUS
      PROVISIONS

    


    3.01 
      Captions
      and Headings.
      The
      Article and Section headings throughout this Agreement are for convenience
      of
      reference only and shall in no way be deemed to define, limit or add to any
      provision of this Agreement.

    


    3.02 
      Entire
      Agreement; Amendment.
      This
      Agreement states the entire agreement and understanding of the parties and
      shall
      supersede all prior agreements and understanding. No Amendment of the Agreement
      shall be made without the express written consent of the parties.

    


    3.03 
      Severability.
      The
      invalidity or unenforceability of any particular provision of this Agreement
      shall not affect any other provision hereof, which shall be construed in all
      respects as if such invalid or unenforceable provision were
      omitted.

    


    3.04 
      Governing
      Law.
      This
      agreement shall be governed and construed in accordance with the laws of the
      State of Nevada.

    


    3.05 
      Notices.
      All
      notices, requests, demands, consents, and other communications hereunder shall
      be transmitted in writing and shall be deemed to have been duly given when
      hand
      delivered or sent by certified mail, postage prepaid, with return receipt
      requested, addresses to the parties as follows: to the Company, at 2614
      Queenswood Drive, Victoria, British Columbia, V8N 1X5, and to Subscriber, at
      the
      address indicated below. Any party may change its address for purposes of this
      Section by giving notice as provided herein.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    IN
      WITNESS WHEREOF, the parties have executed this Agreement the day and year
      first
      above written.

     

    
 

    
      	 	
              “Company”

            
	 	 
	 	
              Flexible
                Solutions International Inc.

            
	 	 
	 	By: Dan
              O’Brien,
              President                  
              
	 	Authorized Officer
	 	 
	 	“Subscriber(s)”
	 	 
	
              Name(s)
                exactly as you wish your interest

              in
                the company to be registered

            	1)
              _________________________________
	 	
              (please
                print)

            
	 	 
	 	2)
              _________________________________
	 	
              (please
                print)

            
	 	 
	 	 
	Title, if Subscriber
              is not a
              person	1)
              _________________________________
	 	 
	 	2)
              _________________________________
	 	 
	 	 
	Signatures	1)
              _________________________________
	 	
              (signature)

            
	 	 
	 	2)
              _________________________________
	 	
              (signature)

            
	 	 
	 	 
	Primary Address	1)
              _________________________________
	 	___________________________________
	 	___________________________________
	 	 
	 	2)
              _________________________________
	 	___________________________________
	 	___________________________________
	 	 
	 	 
	Mailing Address (if
              different
              from above)	1)
              _________________________________
	 	___________________________________
	 	___________________________________
	 	 
	 	2)
              _________________________________
	 	___________________________________
	 	___________________________________
	 	 
	 	 
	Contact Telephone
              Number(s)	1)
              _________________________________
	 	 
	 	2)
              _________________________________
	 	 
	 	 
	Tax Identification
              Number	1)
              _________________________________
	 	 
	 	2)
              _________________________________
	 	 


    

     

    Flexible
      Solutions Subscription Agree Equity 5-4-07 

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    



    Warrant
      to Purchase Common Stock
      

    


    


    	1.  
              	
            Introduction.
              Agreement made May 4th
              2007, between Flexible Solutions International Inc., with offices at
              615
              Discovery St., Victoria, British Columbia V8T 5G4 (the “Company”), and
              _______________________________________________Grantee”).

          


    


    	2.  
              	
            Grant
              of Warrant.
              The Company grants to Grantee this warrant to purchase shares of the
              Company’s common stock (the “Shares”) in the amounts, at the price, and
              subject to all the terms and conditions set out in this
              agreement.

          


    


    	3.  
              	
            Grant
              Date of Warrant.
              The grant date of this warrant is May 4th
              2007.

          


    


    	4.  
              	
            Total
              Number of Warrants Available.
              The total number of Shares that may be purchased by Grantee pursuant
              to
              this Agreement is ______________ shares, as set forth in Paragraph
              5.

          


    


    	5.  
              	
            Warrant
              Price.
              The price at which Grantee may buy the Shares is four dollars fifty
              cents
              (US$4.50) per Share.

          


    


    	6.  
              	
            When
              Warrant Exercisable:
              Grantee may exercise the warrant rights at any time after the grant
              date
              but not later than three years from the grant
              date.

          


    


    	7.  
             	
            Warrant
              Not Transferable.
              Grantee’s warrant rights may be exercised only by the Grantee or Grantee’s
              personal representative during Grantee’s lifetime and are not transferable
              except by will or by the laws of descent and distribution should Grantee
              die intestate. The warrant rights may not be sold, assigned, pledged,
              or
              hypothecated, and any attempt to do so shall be void. The warrant rights
              are not subject to levy, attachment, or other process of law, and any
              attempt to levy, attach, or otherwise transfer the warrant rights or
              place
              liens upon them shall be void.

          


    


    	8.  
             	
            Termination
              of the Warrant.
              Except as otherwise provided herein, this Agreement shall expire May
              3rd
              2010, three years from the date of grant (the “Warrant
              Period”).

          


     

    	9.  
              	
            The
              Company’s Merger, Reorganization, Etc.
              If, during the warrant period but before Grantee has exercised all
              of the
              warrant rights with regard to the total number of Shares available
              for
              purchase by Grantee, the Sharers of the Company’s common stock are changed
              into or exchanged for a different number or different kind of shares
              or
              other securities, either the Company’s or those of another company, this
              Agreement shall remain in force. However, there shall be substituted
              for
              each of the Shares the number and kind of shares or other securities
              for
              which each Share of the Company’s common stock was exchanged or into which
              each Share was changed. The shares or securities substituted for each
              Share of the Company’s common stock may be purchased by Grantee under this
              Agreement for a price appropriately adjusted for the substituted
              securities.

          


     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    	10.  
              	
            Declaration
              of Stock Dividends.
              If
              the Company issues a common stock dividend on the Company’s common stock,
              the number of Shares that may be purchased by Grantee thereafter shall
              be
              adjusted as follows: To each of the un-purchased Shares, there shall
              be
              added the number of Shares issued as a dividend on each Share of
              outstanding common stock; each of the Shares together with the additional
              Shares applicable to that Share shall be bought as one unit for the
              price
              set out for each of the Shares in Paragraph
              5.

          


    


    	11.  
              	
            Other
              Changes in the Company’s Stock.
              If
              there area any changes in the number or kind of Shares outstanding
              that
              affect the Company’s common stock or the stock or other securities into
              which the Company’s common stock has been changed, other than those
              described in Paragraphs 10 and 11, a majority of the Company’s Board of
              Directors may make such changes in the Shares available for purchase
              under
              this Agreement as the Board of Directors deems appropriate. Any adjustment
              in the Shares available for purchase made in accordance with this
              Paragraph shall be binding upon Grantee.

          


    


    	12.  
              	
            The
              Company’s Liquidation, Dissolution, Etc.
              If
              the Company liquidates or dissolves or enters into a merger or
              consolidation in which the Company is not the surviving company, the
              Company shall give Grantee at least one month’s notice prior to the
              liquidation, dissolution, merger, or consolidation. Grantee shall have
              the
              right to exercise this Warrant in full, to the extent that is had not
              been
              previously exercised, within the one-month period. To the extent that
              Grantee’s warrant rights have not been exercised on the effective date of
              the liquidation, dissolution, merger, or consolidation, they shall
              terminate.

          


    


    	13.  
              	
            Manner
              in Which Warrant Is Exercised During Grantee’s
              Lifetime.
              Any of Grantee’s warrant rights may be exercised by Grantee or Grantee’s
              personal representative during Grantee’s lifetime by written notice
              addressed to the Company’s corporate Secretary, signed by Grantee or
              Grantee’s personal representative. The notice shall state the number of
              Shares to be purchased and shall be accompanied by a certified check
              payable to the Company for the purchase price of Shares purchased.
              Immediately following payment of the check, the Company shall issue
              a
              certificate or certificates for the Shares purchased in Grantee’s or
              Grantee’s personal representative’s name and deliver it or them to the
              person who signed the notice.

          


     

    	14.  
              	
            Manner
              in Which Warrant Is Exercised After Grantee’s
              Death.
              If
              Grantee has not fully exercised the warrant rights before Grantee’s death,
              then the persons designated by Grantee in writing on file with the
              Company
              or, if no such persons have been designated, Grantee’s executor or
              administrator, may exercise any of Grantee’s warrant rights during the
              warrant period. The rights shall be exercised in the same manner as
              provided in Paragraph 14 except that the person entitled to exercise
              the
              rights shall be substituted for Grantee or Grantee’s personal
              representative.

          


    


    	15.  
              	
             
              Cashless Exercise.
              The Warrant Holder may choose cashless exercise. The Holder must notify
              the Company in an Exercise Notice of its election to utilize cashless
              exercise, in which event the Company shall issue to the Holder the
              number
              of Warrant Shares determined as follows:

          


     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    X
      = Y
      [(A-B)/A]

     

    Where:
      X
      = the number of Warrant Shares to be issued to the Holder.

     

    Y
      = the
      number of Warrant Shares with respect to which this Warrant is being
      exercised.

     

    A
      = the
      average of the closing prices for the five Trading Days immediately prior to
      (but not including) the Exercise Date.

     

    B
      = the
      Exercise Price.

     

    	l 
            	
            For
              purposes of Rule 144 promulgated under the Securities Act, it is intended,
              understood and acknowledged that the Warrant Shares issued in a cashless
              exercise transaction shall be deemed to have been acquired by the Holder,
              and the holding period for the Warrant Shares shall be deemed to have
              commenced, on the date this Warrant was originally
              issued.

          


    


    	16.  
              	
            Violation
              of Law.
              The warrant granted by this Agreement may not be exercised if its exercise
              would violate any applicable state securities law, any registration
              under
              or any requirements of the Securities Act of 1933, as amended, the
              Securities Exchange Act of 1934, as amended, the rules of an exchange
              on
              which the Shares are traded, any other federal law, or any law of
              applicable state securities laws.

          


    


    	17.  
              	
            Unregistered
              Stock.
              If a registration statement for the Shares is not in effect or if
              Grantee’s attorneys require a writing from Grantee to avoid violation of
              the Securities Act of 1933, as amended, the Company may require a written
              commitment form the person exercising the warrant before delivery of
              the
              certificate or certificates for the Shares. The Commitment shall be
              in a
              form prescribed by the Company. It will state that it is the intent
              of the
              person exercising the warrant to acquire the Shares for investment
              only
              and not the intent of transferring or reselling them; that the person
              exercising the warrant has been told that the Shares may be “restricted
              shares” pursuant to Rule 144 of the Securities and Exchange Commission and
              that any resale, transfer, or other distribution of the Shares may
              only be
              made on conformity with Rule 144, the Securities Act of 1933, as amended,
              or any other federal statute, rule or regulation. The Company may place
              a
              legend on the face of the certificate or certificates in accordance
              with
              this Commitment and may refuse to permit transfer of the Shares unless
              it
              receives satisfactory evidence that the transfer will not violate Rule
              144, the Securities Act of 1933, as amended, or any other federal statute,
              rule, or regulation.

          


     

    
      
        	Grantee	Flexible Solutions International
                Inc.
	 	 
	
                
                  
                    __________________________________

                  

                

              	
                __________________________________

                
                  Dan
                    O’Brien, CEO

                

              


      

    

     

    Flexible
      Sol. Warrant to Purch. - Equity 5-4-07 

    
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