Exhibit 10.3
SUBSCRIPTION AGREEMENT
THE PROMISSORY NOTE OFFERED HEREBY BY EONS, INC. (THE "COMPANY") AND THE SHARES
OF CAPITAL STOCK ISSUABLE UPON CONVERSION THEREOF (THE "SHARES") HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
(THE "COMMISSION") NOR ANY STATE SECURITIES REGULATORY AGENCY, NOR HAS THE
COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY PASSED UPON THE ACCURACY
OR ADEQUACY OF ANY OFFERING MATERIALS.
ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE PROMISSORY NOTE OFFERED HEREBY AND THE SHARES HAVE NOT BEEN REGISTERED FOR
OFFERING AND SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT").
THE
PROMISSORY NOTE AND THE SHARES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF BY AN INVESTOR EXCEPT IN COMPLIANCE WITH THE FEDERAL AND RELEVANT
STATE SECURITIES LAWS AND THE REQUIREMENTS AND LIMITATIONS IN THE SUBSCRIPTION
AGREEMENT, IF ANY, AS WELL AS A SATISFACTORY OPINION OF COUNSEL REGARDING SAME.
AN INVESTMENT IN THE PROMISSORY NOTE OFFERED HEREIN AND THE SHARES IS
SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK OF LOSS.
THE PROMISSORY NOTE AND
THE SHARES ARE NOT FREELY TRANSFERABLE AND NO MARKET FOR THE PROMISSORY NOTE OR
THE SHARES EXISTS OR IS EXPECTED TO DEVELOP.
THE PROMISSORY NOTE SHOULD BE
PURCHASED ONLY BY PERSONS OF SUBSTANTIAL MEANS WHO HAVE NO NEED FOR LIQUIDITY
WITH RESPECT TO THIS INVESTMENT, WHO CAN HOLD THIS INVESTMENT FOR AN INDEFINITE
PERIOD OF TIME, AND WHO CAN BEAR THE ECONOMIC RISK OF A TOTAL LOSS OF THEIR
INVESTMENT.
NO PERSON HAS BEEN AUTHORIZED BY THE COMPANY TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS OF ANY KIND WHATSOEVER CONCERNING THE COMPANY OR THIS
OFFERING OTHER THAN THE REPRESENTATIONS CONTAINED OR REFERRED TO HEREIN, AND, IF
GIVEN OR MADE, SUCH OTHER REPRESENTATIONS OR INFORMATION MUST NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED BY THE COMPANY.
THIS DOES NOT CONSTITUTE AN OFFER OR
SOLICITATION IN ANY STATE TO ANY PERSON TO WHOM SUCH OFFER OR SOLICITATION WOULD
BE UNLAWFUL.
PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS AGREEMENT AS
LEGAL ADVICE.
EACH INVESTOR SHOULD CONSULT HIS, HER OR ITS OWN ATTORNEY OR
BUSINESS ADVISOR AS TO THE LEGAL, TAX AND OTHER CONSIDERATIONS RELATING TO AN
INVESTMENT IN THE PROMISSORY NOTE AND THE SHARES.
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NOTICE TO NEW YORK RESIDENTS
THIS AGREEMENT HAS NOT BEEN REVIEWED BY THE ATTORNEY GENERAL OF
THE STATE OF NEW YORK PRIOR TO ITS ISSUANCE AND USE.
THE ATTORNEY GENERAL OF
THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS
OFFERING.
ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
THIS AGREEMENT DOES
NOT CONTAIN AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL
FACT NECESSARY TO MAKE THE STATEMENTS MADE, IN LIGHT OF THE CIRCUMSTANCES UNDER
WHICH THEY ARE MADE, NOT MISLEADING.
IT CONTAINS A FAIR SUMMARY OF THE MATERIAL
TERMS OF DOCUMENTS PURPORTED TO BE SUMMARIZED HEREIN.
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SUBSCRIPTION AGREEMENT
2005 Bridge Loan Financing
This is a limited offering by Eons,