Exhibit 10.2
SUBSCRIPTION AGREEMENT
Subscription Agreement between the Company, and purchaser identified on the
signature page to this Agreement (the "Subscriber"), and is being delivered to
the Subscriber in connection with its investment in OriginClear, Inc., a Nevada
corporation (the "Company"). The Company is conducting a private placement (the
"Offering") for an amount of up to $2,000,000 of Units, each Unit consisting of
(i) 100 shares (the "Series G Preferred Shares") of the Company's newly created
Series G Preferred Stock, having the rights set forth the Certificate of
Designation of Series G Preferred Stock substantially in the form of Exhibit A
hereto (the "Series G Certificate of Designation"), and (ii) shares of common
stock of the Company, in an amount determined by dividing $50,000by the closing
price of the common stock on the date the Company has banked funds and received
executed subscription documents and the purchase price under the Subscription
Agreement from the investor (the "Common Shares"; the Units, the Series G
Preferred Shares, and the Common Shares are referred to collectively herein as
the "Securities") at a purchase price of $100,000 per Unit. For the avoidance of
doubt, the amount of Series G Preferred Shares and Common Shares received by
Subscriber will be determined on a pro rata basis with respect to any partial
Units purchased.
IMPORTANT INVESTOR NOTICES
NO OFFERING LITERATURE OR ADVERTISEMENT IN ANY FORM MAY BE RELIED UPON IN THE
OFFERING OF THE UNITS EXCEPT FOR THIS SUBSCRIPTION AGREEMENT AND ANY SUPPLEMENTS
HERETO (THE "AGREEMENT"), AND NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY
REPRESENTATIONS EXCEPT THOSE CONTAINED HEREIN.
THIS AGREEMENT IS CONFIDENTIAL AND THE CONTENTS HEREOF MAY NOT BE REPRODUCED,
DISTRIBUTED OR DIVULGED BY OR TO ANY PERSONS OTHER THAN THE RECIPIENT OR ITS
REPRESENTATIVE, ACCOUNTANT OR LEGAL COUNSEL, WITHOUT THE PRIOR WRITTEN CONSENT
OF THE COMPANY. EACH PERSON WHO ACCEPTS DELIVERY OF THIS AGREEMENT ACKNOWLEDGES
AND AGREES TO THE FOREGOING RESTRICTIONS.
THIS AGREEMENT DOES NOT PURPORT TO BE ALL-INCLUSIVE OR TO CONTAIN ALL OF THE
INFORMATION THAT YOU MAY DESIRE IN EVALUATING THE COMPANY, OR AN INVESTMENT IN
THE OFFERING. THIS AGREEMENT DOES NOT CONTAIN ALL OF THE INFORMATION THAT WOULD
NORMALLY APPEAR IN A PROSPECTUS FOR AN OFFERING REGISTERED UNDER THE SECURITIES
ACT. YOU MUST CONDUCT AND RELY ON YOUR OWN EVALUATION OF THE COMPANY AND THE
TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED, IN DECIDING
WHETHER TO INVEST IN THE OFFERING.
THIS AGREEMENT DOES NOT CONSTITUTE AN OFFER OR SOLICITATION OF AN OFFER TO ANY
PERSON OR IN ANY JURISDICTION WHERE SUCH OFFER OR SOLICITATION IS UNLAWFUL OR
NOT AUTHORIZED. EACH PERSON WHO ACCEPTS DELIVERY OF THIS AGREEMENT AGREES TO
RETURN IT AND ALL RELATED DOCUMENTS IF SUCH PERSON DOES NOT PURCHASE ANY OF THE
UNITS DESCRIBED HEREIN.
NEITHER THE DELIVERY OF THIS AGREEMENT AT ANY TIME NOR ANY SALE OF UNITS
HEREUNDER SHALL IMPLY THAT INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO ITS DATE. THE COMPANY WILL EXTEND TO EACH PROSPECTIVE
INVESTOR (AND