Subscription Agreement (2005)Full Document 

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INVISA, Inc.
Shares of Series B Convertible Preferred Stock and Common Stock Warrants
 
SUBSCRIPTION AGREEMENT
 
August 31, 2005

 

M.A.G. Capital, LLC
Mercator Momentum Fund III, LP
Monarch Pointe Fund, Ltd.
Asset Managers International, Ltd.
555 South Flower Street, Suite 4200
Los Angeles, California 90071

Ladies and Gentlemen:
 
Invisa, Inc. a Nevada corporation (the “Company”), hereby confirms its agreement with the entities set forth on the signature page hereto (collectively, the “Purchasers”) and M.A.G. CAPITAL, LLC (“MAG”), as set forth below.

        1.  The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Purchasers an aggregate of: (a) Ten Thousand (10,000) shares of its Series B Convertible Preferred Stock (the “Series B Stock”), which shall be convertible into shares (the “Conversion Shares”) of the Company’s Common Stock (the “Common Stock”) in accordance with the formula set forth in the Certificate of Designations further described below and (b) Two Million Five Hundred Thousand (2,500,000) warrants, substantially in the form attached hereto at Exhibit A (the “Warrants”), to acquire up to Two Million Five Hundred Thousand (2,500,000) shares of Common Stock (the “Warrant Shares”). The rights, preferences and privileges of the Series B Stock are as set forth in the Certificate of Designations of Series B Preferred
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