Common use of Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities Clause in Contracts

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription is made subject to the following terms and conditions: (a) Contemporaneously with the execution and delivery of this Agreement, Subscriber shall pay the Purchase Price for the Shares by check made payable to “___________”, ACH debit transfer, or wire transfer in accordance with the instructions set forth on Appendix A hereto; (b) Payment of the Purchase Price shall be received by FundAmerica Securities, LLC (the “Escrow Agent”) from Subscriber. (c) This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreement; (d) The Company shall have the right to reject this subscription, in whole or in part; (e) The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s subscription is rejected in whole or in part or if the Offering is withdrawn or canceled; (f) Upon the release of Subscriber’s Purchase Price to the Company by the Escrow Agent, Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Stock Transfer, LLC (the “Transfer Agent”), which books and records shall bear a notation that the Shares were sold in reliance upon Regulation A.

Appears in 4 contracts

Samples: Subscription Agreement (HempTech Corp), Subscription Agreement (HempTech Corp), Subscription Agreement (Elio Motors, Inc.)

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Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber subscriber understands and agrees that this subscription is made subject to the following terms and conditions: (a) Contemporaneously with the execution and delivery of this Agreementagreement, Subscriber subscriber shall pay the Purchase Price for the Shares shares by check made payable to “___________”"True Leaf Medicine International Ltd.", ACH debit transfer, or wire transfer in accordance with the instructions set forth on Appendix A heretotransfer; (b) Payment of the Purchase Price shall be received by FundAmerica SecuritiesTrue Leaf Medicine International Ltd. or [Agent, LLC Funding Portal or Underwriter] (the "Escrow Agent") from Subscribersubscriber. (c) This subscription shall be deemed to be accepted only when this Agreement agreement has been signed by an authorized officer or agent of the CompanyTrue Leaf, and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreementagreement; (d) The Company True Leaf shall have the right to reject this subscription, in whole or in part; (e) The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s subscriber's subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s subscriber's subscription is rejected in whole or in part or if the Offering is withdrawn or canceled; (f) Upon the release of Subscriber’s subscriber's Purchase Price to the Company True Leaf by the Escrow Agent, Subscriber subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares shares owned by Subscriber subscriber reflected on the books and records of the Company True Leaf and verified by FundAmerica Stock Transfer, LLC True Leaf's transfer agent or legal counsel (the "Transfer Agent"), which books and records shall bear a notation that the Shares shares were sold in reliance upon Regulation A.

Appears in 4 contracts

Samples: Subscription Agreement (True Leaf Medicine International Ltd.), Subscription Agreement (True Leaf Medicine International Ltd.), Subscription Agreement (True Leaf Medicine International Ltd.)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription is made subject to the following terms and conditions: (a) Contemporaneously with the execution and delivery of this Agreement, Subscriber shall pay the Purchase Price for the Shares by check made payable to “___________”, Ziyen Inc.,” ACH debit transfer, or wire transfer in accordance with the instructions set forth on Appendix A hereto; (b) Payment of the Purchase Price shall be received by FundAmerica Securitiesthe Company (for this action, LLC (the “Escrow Agent”) from Subscriber. (c) This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreement; (d) The Company shall have the right to reject this subscription, in whole or in part; (e) The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s subscription is rejected in whole or in part or if the Offering is withdrawn or canceled; (f) Upon the release of Subscriber’s Purchase Price to the Company by the Escrow Agent, Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Stock Transferthe Company (for this action, LLC (the “Transfer Agent”), which books and records shall bear a notation that the Shares were sold in reliance upon Regulation A.

Appears in 3 contracts

Samples: Subscription Agreement, Subscription Agreement, Subscription Agreement

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription is made subject to the following terms and conditions: (a) Contemporaneously with the execution and delivery of this Agreement, Subscriber shall pay the Purchase Price for the Shares shares of Common Stock by check made payable to “___________iQSTEL Inc.”, ACH debit transfer, or wire transfer in accordance with the instructions set forth on Appendix A hereto; (b) Payment of the Purchase Price shall be received by FundAmerica Securities, LLC (the “Escrow Agent”) from Subscriber. (c) This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreement; (dc) The Company shall have the right to reject this subscription, in whole or in part; (ed) The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s subscription is rejected in whole or in part or if the Offering is withdrawn or canceled; (fe) Upon the release of Subscriber’s Purchase Price to the Company by the Escrow Agent, Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares number of shares of Common Stock owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Empire Stock Transfer, LLC Inc. (the “Transfer Agent”), which books and records shall bear a notation that the Shares shares of Common Stock were sold in reliance upon Regulation A.

Appears in 3 contracts

Samples: Subscription Agreement (iQSTEL Inc), Subscription Agreement (Unicorn Real Estate Holding Inc), Subscription Agreement (iQSTEL Inc)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription is made subject to the following terms and conditions: (a) Contemporaneously with the execution and delivery of this Agreement, Subscriber shall pay the Purchase Price for the Shares by check made payable to “___________”"Xxxxx Motors Inc.", ACH debit transfer, or wire transfer in accordance with the instructions set forth on Appendix A hereto; (b) Payment of the Purchase Price shall be received by FundAmerica SecuritiesXxxxx Motors Inc. or [Agent, LLC Funding Portal or Underwriter] (the "Escrow Agent") from Subscriber. (c) This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreement; (d) The Company shall have the right to reject this subscription, in whole or in part; (e) The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s 's subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s 's subscription is rejected in whole or in part or if the Offering is withdrawn or canceled; (f) Upon the release of Subscriber’s 's Purchase Price to the Company by the Escrow Agent, Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares owned by Subscriber Xxxxxxxxxx reflected on the books and records of the Company and verified by FundAmerica Stock Transfer, LLC the company's transfer agent or legal counsel (the "Transfer Agent"), which books and records shall bear a notation that the Shares were sold in reliance upon Regulation A.

Appears in 3 contracts

Samples: Regulation a 2017 Subscription Agreement (Dubuc Motors Inc.), Regulation a 2017 Subscription Agreement (Dubuc Motors Inc.), Regulation a 2016 Subscription Agreement (Dubuc Motors Inc.)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription Subscription is made subject to the following terms and conditions: (a) Contemporaneously with the execution and delivery of this AgreementSubscription Agreement through the Platform, Subscriber shall pay the Purchase Price for the Shares by check made payable to “___________”, Class A Interests in the form of ACH debit transfer, wire transfer, or wire transfer credit card payment. Your subscription is irrevocable. The Company has engaged East West Bank as escrow agent (the “Escrow Agent”) to hold funds in accordance with escrow after the instructions set forth proceeds have been paid by the investor. The Investors’ funds will be held in escrow until Netshares clears the sale after its internal due diligence of the Investor. After the Investor is cleared by Netshares, the funds will be released from the escrow agent to the Company’s operational account. The reason the Company has an escrow agent and account without having a Minimum Offering Amount is due to the Company engaging Netshares, a FINRA broker-dealer. Under FINRA regulations, an escrow account is used for distributions conducted on Appendix A hereto;a contingency basis (e.g., best-efforts all-or-none or part-or-none offerings) (see FINRA Regulatory Notice 16-08 and Rule 15c2-4 of the Securities Exchange Act of 1934). (b) Payment of the Purchase Price in any and all forms shall be received (i) made by FundAmerica SecuritiesSubscriber via the Portal, LLC and (ii) deposited to and held in an escrow account operated by the Escrow Agent”) from Subscriber. Agent (c) This subscription shall be deemed to be accepted only when this Subscription Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price Purchase Price for clearance will not be deemed an acceptance of this Subscription Agreement;. (d) The Company shall have the right to reject this subscription, in whole or in part;. (e) The payment of the Subscription Amount Purchase Price (or, in the case of rejection of a portion of the Subscriber’s 's subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s 's subscription is rejected in whole or in part or if the Offering is withdrawn or canceled;. (f) Upon the release of Subscriber’s Purchase Price to the Company by the Escrow Agent, Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares Class A Interests owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Stock Transfer, LLC (the Transfer Agent”), which books and records shall bear a notation that the Shares Class A Interests were sold in reliance upon Regulation A.A+.

Appears in 2 contracts

Samples: Subscription Agreement (Real Street Build-to-Rent Fund I, LLC), Subscription Agreement (Real Street Build-to-Rent Fund I, LLC)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription is made subject to the following terms and conditions: (a) Contemporaneously After the qualification by the SEC of the Offering Statement of the Company, contemporaneously with the electronic execution and delivery of this AgreementAgreement through the online platform of Dalmore Technology, LLC through the Investor Relations page of the Company’s website at wxx.xxxxxxx.xxx, Subscriber shall pay the Purchase Price for the Shares by check made payable to “___________”, ACH debit transfer, or wire transfer in accordance with or credit card to an account designated by the instructions set forth on Appendix A heretoCompany; (b) Payment After the qualification by the SEC of the Offering Statement of the Company, payment of the Purchase Price shall be received made by FundAmerica SecuritiesSubscriber through the online platform of Dalmore Technology, LLC (through the “Escrow Agent”) Investor Relations page of the Company’s website at wxx.xxxxxxx.xxx to an account designated by the Company. Until the Offering Statement is declared qualified by the SEC, no payment from Subscriber.a Subscriber will be accepted by us; (c) This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreement. The minimum investment amount per investor is $850 (100 shares of Common Stock); however, we can waive the minimum purchase requirement on a case to case basis in our sole discretion; (d) The Company shall have the right to reject this subscription, in whole or in part; (e) The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s subscription is rejected in whole or in part or if the Offering is withdrawn or canceled; (f) Upon the release acceptance of the subscription by the Company and receipt of the Subscriber’s Purchase Price to the Company by the Escrow AgentCompany, Subscriber shall receive notice and evidence of the digital book-entry (or other manner of record) of the number of the Shares owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Stock TransferProlific Labs Incorporated (doing business as Pxxxxx), LLC acting in the capacity of transfer agent (the “Transfer Agent”), which books and records shall bear a notation that the Shares were sold in reliance upon Regulation A.

Appears in 2 contracts

Samples: Subscription Agreement (Iremedy Healthcare Companies, Inc.), Subscription Agreement (Iremedy Healthcare Companies, Inc.)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription is made subject to the following terms and conditions: (a) Contemporaneously After the qualification by the SEC of the Offering Statement of the Company, contemporaneously with the electronic execution and delivery of this Agreement, Agreement through the online platform maintained by OpenDeal Broker LLC located at xxxxx://xxxxxxxx.xx (the “Platform”). Subscriber shall pay the Purchase Price for the Shares by check made payable to “___________”, ACH debit transfer, transfer or wire transfer in accordance with to an account designated by the instructions set forth on Appendix A heretoCompany; (b) Payment After the qualification by the SEC of the Offering Statement of the Company, payment of the Purchase Price shall be received made by FundAmerica SecuritiesSubscriber through the Platform. Until the Offering Statement is declared qualified by the SEC, LLC (the “Escrow Agent”) no payment from Subscriber.a Subscriber will be accepted by us; (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to the Subscriber only a portion of the number of the Shares that the Subscriber has subscribed for hereunder. The Company will notify the Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If the Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to the Subscriber without interest and all of the Subscriber’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to the Subscriber is not consummated for any reason, this Agreement shall have no force or effect, except for Section 3.1 hereof, which shall remain in force and effect, and investors will have their subscription funds promptly refunded without interest thereon or deduction therefrom. This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreement; (d) The Company shall have the right to reject this subscription, in whole or in part; (e) The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s subscription is rejected in whole or in part or if the Offering is withdrawn or canceled; (fe) Upon the release acceptance of the subscription by the Company and receipt of the Subscriber’s Purchase Price to the Company by the Escrow AgentCompany, Subscriber shall receive notice and evidence of the digital book-entry (or other manner of record) of the number of the Shares owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Stock Transfer, LLC (the “Transfer Agent”)Company, which books and records shall bear a notation that the Shares were sold in reliance upon Regulation A.

Appears in 2 contracts

Samples: Class B Common Unit Subscription Agreement (Unbanked, Inc.), Class B Non Voting Common Stock Subscription Agreement (WeLivv Inc.)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription is made subject to the following terms and conditions: (a) Contemporaneously with the execution and delivery of this Agreement, Subscriber shall pay the Purchase Price for the Shares by check made payable to “___________”"ARC287BC Corporation", ACH by debit transfer, or by wire transfer in accordance with the instructions set forth on Appendix A heretotransfer; (b) Payment of the Purchase Price shall be received by FundAmerica Securities, LLC (the “Escrow Agent”) from Subscriber. (c) This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, and the . The deposit of the payment of the purchase price Purchase Price for clearance will not be deemed an acceptance of this Agreement; (d) The Company shall have the right to reject this subscription, in whole or in part; (e) The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s 's subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s 's subscription is rejected in whole or in part or if the Offering is withdrawn or canceled; (f) Upon the release clearance of Subscriber’s 's Purchase Price to the Company by the Escrow AgentPrice, Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Stock Transfer, LLC Securities Transfer Corporation (the "Transfer Agent"), which books and records shall bear a notation that the Shares were sold in reliance upon Regulation A.

Appears in 2 contracts

Samples: Subscription Agreement, Subscription Agreement (Arc287bc Corp)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription is made subject to the following terms and conditions: (a) Contemporaneously with the execution and delivery of this Agreement, Subscriber shall pay the Purchase Price for the Shares shares of Common Stock by check made payable to “___________InterCare DX, Inc.”, ACH debit transfer, or wire transfer in accordance with the instructions set forth on Appendix A hereto; (b) Payment of the Purchase Price shall be received by FundAmerica Securities, LLC (the “Escrow Agent”) from Subscriber. (c) This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreement; (dc) The Company shall have the right to reject this subscription, in whole or in part; (ed) The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s subscription is rejected in whole or in part or if the Offering is withdrawn or canceled; (fe) Upon the release of Subscriber’s Purchase Price to the Company by the Escrow Agent, Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares number of shares of Common Stock owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Stock Transfer, LLC ___________________ (the “Transfer Agent”), which books and records shall bear a notation that the Shares shares of Common Stock were sold in reliance upon Regulation A.

Appears in 1 contract

Samples: Subscription Agreement (Intercare Dx Inc)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription is made subject to the following terms and conditions: (a) Contemporaneously with the execution and delivery of this Agreement, Subscriber shall pay the Purchase Price for the Shares by check made payable U.S. dollars (USD), Bitcoin (BTC) or Ethereum (ETH) to “___________”, ACH debit transfer, or wire transfer the Company in accordance with the instructions set forth on in Appendix A hereto; (b) Payment payment of the Purchase Price shall be received by FundAmerica Securities, LLC (the “Escrow Agent”) Company from the Subscriber.; (c) This this subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, Company and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreement; (d) The the Company shall have has the right to reject this subscriptionsubscription for any reason or no reason, in whole or in part; (e) The the payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s subscription, the part of the payment relating to such rejected portion) ), if paid in US dollars, will be returned promptly, without interest or deduction, if Subscriber’s subscription is rejected in whole or in part or if the Offering is withdrawn or canceled; the payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s subscription, the part of the payment relating to such rejected portion), if paid in cryptocurrency (BTC or ETH ), will be returned, but may be subject to the standard (market rate) fees associated with the transfer of BTC and ETH at the time the cryptocurrencies are returned. The final process and associated fee schedule (for the return of BTC and ETH) will be promulgated via the Company’s website which will be accessible to the public no later than 2 days following the qualification of this offering by the SEC. The Company is accepting U.S dollars (USD), Bitcoin (BTC) and Ethereum (ETH) in payment for shares. The Company has established a ‘minimum raise threshold’ for this offering of USD $500,000 (500,000 shares). Therefore, the Company is evaluating third-party, escrow agents who have the capability to escrow USD, BTC and ETH (the third-party escrow agent will be selected prior to the qualification of this offering by the SEC and this information will be promulgated via the Company’s website (xxx.xxxxxxxx.xxx) which will be accessible to the public no later than 2 days following the qualification of this offering by the SEC). All funds used to pay for subscriptions will be held in the third-party escrow account until the ‘minimum raise threshold’ is met. Once the ‘minimum raise threshold’ is met, the escrow agent will send the money to the Company. The escrow agent will send additional money, over and above the ‘minimum raise threshold’ money, to the Company as closings happen. The final process for determining the U.S. dollar ‘purchasing power’ of BTC and ETH for use in executing this subscription agreement will be promulgated via the Company’s website (xxx.xxxxxxxx.xxx) which will be accessible to the public no later than 2 days following the qualification of this offering by the SEC. Regardless of which third-party escrow agent the Company chooses, the process will set a standard for determining the U.S. dollar ‘purchasing power’ of BTC and ETH and will include: the time when the value will Vermundi Inc. Subscription Agreement be set - the ‘value day’, the time period when the price of BTC and ETH will be observed – the ‘value period’, and the sources used to observe BTC and ETH during the ‘value period’ – the ‘value sources’; (f) Upon upon the release receipt and clearance of Subscriber’s Purchase Price to the Company by the Escrow AgentCompany, Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Stock Transfer, LLC the Company’s Transfer Agent (to be selected prior to the “Transfer Agent”), qualification of this offering by the SEC and who’s information will be promulgated via the Company’s website (xxx.xxxxxxxx.xxx) which will be accessible to the public no later than 2 days following the qualification of this offering by the SEC) whose books and records shall bear a notation that the Shares were sold in reliance upon Regulation A.

Appears in 1 contract

Samples: Subscription Agreement (Vermundi Inc.)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription is made subject to the following terms and conditions: (a) Contemporaneously with the execution and delivery of this Agreement, Subscriber shall pay the Purchase Price for the Shares by check made payable to “___________”, Novea Inc.,” ACH debit transfer, or wire transfer in accordance with the instructions set forth on Appendix A hereto; (b) Payment of the Purchase Price shall be received by FundAmerica Securitiesthe Company (for this action, LLC (the “Escrow Agent”) from Subscriber. (c) This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreement; (d) The Company shall have the right to reject this subscription, in whole or in part; (e) The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s subscription is rejected in whole or in part or if the Offering is withdrawn or canceled; (f) Upon the release of Subscriber’s Purchase Price to the Company by the Escrow Agent, Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Stock Transferthe Company (for this action, LLC (the “Transfer Agent”), which books and records shall bear a notation that the Shares were sold in reliance upon Regulation A.

Appears in 1 contract

Samples: Subscription Agreement

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription is made subject to the following terms and conditions: (a) Contemporaneously with the execution and delivery of this Agreement, Subscriber shall pay the Purchase Price for the Shares by check made payable to “___________”, ACH debit transfer, transfer or wire transfer in accordance with the instructions set forth on Appendix A hereto; (b) Payment of the Purchase Price shall be received by FundAmerica SecuritiesFundAmerica, LLC (the “Escrow Agent”) from Subscriber. (c) This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreement; (d) The Company shall have the right to reject this subscription, in whole or in part; (e) The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s subscription is rejected in whole or in part or if the Offering is withdrawn or canceled; (f) Upon the release of Subscriber’s Purchase Price to the Company by the Escrow Agent, Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Stock VStock Transfer, LLC (the “Transfer Agent”), which books and records shall bear a notation that the Shares were sold in reliance upon Regulation A.

Appears in 1 contract

Samples: Subscription Agreement (DatChat, Inc.)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription is made subject to the following terms and conditions: (a) Contemporaneously with the execution and delivery of this Agreement, Subscriber shall pay the Purchase Price for the Shares by check made ACH debit transfer, wire transfer or debit card (payable to ___________”, ACH debit transfer, or wire transfer ___ ) in accordance with the instructions set forth on Appendix A hereto__________; (b) Payment of the Purchase Price shall be received by FundAmerica Securities, LLC The Bryn Mawr Trust Company of Delaware (the “Escrow Agent”) from Subscriber. (c) This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreement; (d) The Company shall have the right to reject this subscription, in whole or in part; (e) The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s subscription is rejected in whole or in part or if the Offering is withdrawn or canceled; (f) Upon the release of Subscriber’s Purchase Price to the Company by the Escrow Agent, Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Stock Transfer, LLC Issuer Direct (the “Transfer Agent”), which books and records shall bear a notation that the Shares were sold in reliance upon Regulation A.

Appears in 1 contract

Samples: Subscription Agreement (Cytonics Corp)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription is made subject to the following terms and conditions: (a) Contemporaneously with the execution and delivery of this Agreement, Subscriber shall pay the Purchase Price for the Shares by check made payable to “___________”, ACH debit transfer, transfer or wire transfer in accordance with the instructions set forth on Appendix A hereto;, as well as the fee for processing payment ($25.00 for wire transfer and $1.50 for ACH debit transfer). (b) Payment of the Purchase Price shall be received by FundAmerica Securities, LLC Piermont Bank (the “Escrow Agent”) from Subscriber. (c) This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreement;. (d) The Company shall have the right to reject this subscription, in whole or in part;. (e) The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s subscription is rejected in whole or in part or if the Offering is withdrawn or canceled;. (f) Upon the release of Subscriber’s Purchase Price to the Company by the Escrow Agent, Subscriber shall receive notice and evidence of the digital entry electronic certificates (or other manner of record) of the number of the Shares owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Stock Transfer, LLC KoreTransfer (the “Transfer Agent”), which books and records shall bear a notation that the Shares were sold in reliance upon Regulation A.

Appears in 1 contract

Samples: Subscription Agreement (Revival AI Inc.)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription is made subject to the following terms and conditions: (a) Contemporaneously After the qualification by the SEC of the Offering Statement of the Company, contemporaneously with the electronic execution and delivery of this AgreementAgreement through the online platform of Direct Transfer, Subscriber shall pay the Purchase Price for the Shares by check made payable to “___________”, ACH debit transfer, or wire transfer in accordance with or by major credit card to the instructions set forth on Appendix A heretospecified bank account maintained by Regions Bank. Payments made by major credit card shall be limited to $300 per Subscriber; (b) Payment After the qualification by the SEC of the Offering Statement of the Company, payment of the Purchase Price shall be received made by FundAmerica Securities, LLC Subscriber through the online platform of Direct Transfer to Regions Bank (the “Escrow Agent”) and received and held by Escrow Agent in a non-interest bearing escrow account (“Escrow Account”) in compliance with SEC Rule 15c2-4, with funds released to the Company only after we closed on the subscription as described in the Circular. Until the Offering Statement is declared qualified by the SEC, no payment from Subscriber.a Subscriber will be accepted by us and put into the Escrow Account; (c) This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreement. The minimum investment amount per investor is $250 (125 shares of Common Stock); however, we can waive the minimum purchase requirement on a case to case basis in our sole discretion; (d) The Company shall have the right to reject this subscription, in whole or in part; (e) The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s subscription is rejected in whole or in part or if the Offering is withdrawn or canceled; (f) Upon the release of Subscriber’s Purchase Price to the Company by the Escrow Agent, Subscriber shall receive notice and evidence of the digital book-entry (or other manner of record) of the number of the Shares owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Stock Direct Transfer, LLC acting in the capacity of transfer agent (the “Transfer Agent”), which books and records shall bear a notation that the Shares were sold in reliance upon Regulation A.

Appears in 1 contract

Samples: Subscription Agreement (Muscle Maker, Inc.)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription is made subject to the following terms and conditions: (a) Contemporaneously with the execution and delivery of this Agreement, Subscriber shall pay the Purchase Price for the Shares by check made payable to “___________”, ACH debit transfer, or wire transfer in accordance with the instructions set forth on Appendix A hereto; (b) Payment of the Purchase Price shall be received by FundAmerica Securities__________, LLC (the “Escrow Agent”) from Subscriber. (c) This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreement; (d) The Company shall have the right to reject this subscription, in whole or in part; (e) The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s subscription is rejected in whole or in part or if the Offering is withdrawn or canceled; (f) Upon the release of Subscriber’s Purchase Price to the Company by the Escrow Agent, Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica ____________ Stock Transfer, LLC (the “Transfer Agent”), which books and records shall bear a notation that the Shares were sold in reliance upon Regulation A.

Appears in 1 contract

Samples: Subscription Agreement (McGraw Conglomerate Corp)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription is made subject to the following terms and conditions: (a) Contemporaneously with the execution and delivery of this Agreement, Subscriber shall pay the Purchase Price for the Shares by check made payable to “___________Co-optrade”, ACH debit transfer, or wire transfer in accordance with the instructions set forth on Appendix A hereto; (b) Payment of the Purchase Price shall be received by FundAmerica Securitiesthe Company (for this action, LLC (the “Escrow Agent”) from Subscriber. (c) This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreement; (d) The Company shall have the right to reject this subscription, in whole or in part; (e) The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s subscription is rejected in whole or in part or if the Offering is withdrawn or canceled; (f) Upon the release of Subscriber’s Purchase Price to the Company by the Escrow Agent, Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Stock Transferthe Company (for this action, LLC (the “Transfer Agent”), which books and records shall bear a notation that the Shares were sold in reliance upon Regulation A.

Appears in 1 contract

Samples: Subscription Agreement (Co-Optrade)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber subscriber understands and agrees that this subscription is made subject to the following terms and conditions: (a) Contemporaneously with the execution and delivery of this Agreementagreement, Subscriber subscriber shall pay the Purchase Price for the Shares shares by check made payable to “___________”"True Leaf Medicine International Ltd.", ACH debit transfer, or wire transfer in accordance with the instructions set forth on Appendix A hereto; (b) Payment of the Purchase Price shall be received by FundAmerica SecuritiesTrue Leaf Medicine International Ltd. or [Agent, LLC Funding Portal or Underwriter] (the "Escrow Agent") from Subscribersubscriber. (c) This subscription shall be deemed to be accepted only when this Agreement agreement has been signed by an authorized officer or agent of the CompanyTrue Leaf, and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreementagreement; (d) The Company True Leaf shall have the right to reject this subscription, in whole or in part; (e) The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s subscriber's subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s subscriber's subscription is rejected in whole or in part or if the Offering is withdrawn or canceled; (f) Upon the release of Subscriber’s subscriber's Purchase Price to the Company True Leaf by the Escrow Agent, Subscriber subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares shares owned by Subscriber subscriber reflected on the books and records of the Company True Leaf and verified by FundAmerica Stock Transfer, LLC True Leaf's transfer agent or legal counsel (the "Transfer Agent"), which books and records shall bear a notation that the Shares shares were sold in reliance upon Regulation A.

Appears in 1 contract

Samples: Subscription Agreement (True Leaf Medicine International Ltd.)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription Subscription is made subject to the following terms and conditions: (a) Contemporaneously with the execution and delivery of this AgreementSubscription Agreement through the Platform, Subscriber shall pay the Purchase Price for the Shares by check made payable to “___________”, Class A Interests in the form of ACH debit transfer, wire transfer, or wire transfer credit card payment. Your subscription is irrevocable. The Company selected an escrow agent company (the “Escrow Agent”) to maintain all such funds for Subscriber’s benefit until the earliest to occur of: (i) the Closing, (ii) the rejection of such subscription or (iii) the termination of the Offering by the Company in accordance with the instructions set forth on Appendix A hereto;its sole discretion. (b) Payment of the Purchase Price in any and all forms shall be received (i) made by FundAmerica SecuritiesSubscriber via the Portal, LLC and (ii) payable to, deposited to and held in an escrow account operated by the Escrow Agent the Company selected to hold funds until the minimum offering amount of One Million AND NO/100 DOLLARS ($1,000,000.00) is met (the “Initial Closing”). After the Initial Closing, the Subscriber’s payment may be accepted by the Company upon receipt (each a “Closing”). In the event that the minimum offering amount is not obtained within twelve months from commencement, then the Company shall cause the Escrow Agent”) from SubscriberAgent to return all Subscriber funds without interest promptly following the end of twelve months in accordance with SEA Rule 10b-9. (c) This subscription shall be deemed to be accepted only when this Subscription Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price Purchase Price for clearance will not be deemed an acceptance of this Subscription Agreement;. (d) The Company shall have the right to reject this subscription, in whole or in part;. (e) The payment of the Subscription Amount Purchase Price (or, in the case of rejection of a portion of the Subscriber’s 's subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s 's subscription is rejected in whole or in part or if the Offering is withdrawn or canceled;. (f) Upon the release of Subscriber’s Purchase Price to the Company by the Escrow Agent, Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares Class A Interests owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Stock Transfer, LLC (the Transfer Agent”), which books and records shall bear a notation that the Shares Class A Interests were sold in reliance upon Regulation A.A+.

Appears in 1 contract

Samples: Subscription Agreement (Xiv-I Invest 1, LLC)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription Subscription is made subject to the following terms and conditions: (a) Contemporaneously with the execution and delivery of this AgreementSubscription Agreement through the Platform, Subscriber shall pay the Purchase Price for the Shares by check made payable to “___________”, Class A Units in the form of ACH debit transfer, wire transfer, or wire credit card payment. Your subscription is irrevocable. The Company selected a transfer agent company (the “Transfer Agent”) to maintain all such funds for Subscriber’s benefit until the earliest to occur of: (i) the Closing, (ii) the rejection of such subscription or (iii) the termination of the Offering by the Company in accordance with the instructions set forth on Appendix A hereto;its sole discretion. (b) Payment of the Purchase Price shall be (i) made by Subscriber via the Platform, (ii) received through the Transfer Agent, and (iii) held in an escrow account operated by FundAmerica Securities, LLC the escrow agent the Company selected to hold funds (the “Escrow Agent”) from until the minimum offering amount of One Million and no/100 Dollars ($1,000,000.00) is met (the “Initial Closing”). After the Initial Closing, the Subscriber.’s payment may be accepted by the Company upon receipt (each a “Closing”) (c) This subscription shall be deemed to be accepted only when this Subscription Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price Purchase Price for clearance will not be deemed an acceptance of this Subscription Agreement;. (d) The Company shall have the right to reject this subscription, in whole or in part;. (e) The payment of the Subscription Amount Purchase Price (or, in the case of rejection of a portion of the Subscriber’s 's subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s 's subscription is rejected in whole or in part or if the Offering is withdrawn or canceled;. (f) Upon the release of Subscriber’s Purchase Price to the Company by the Escrow Agent, Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares Class A Units owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Stock Transfer, LLC (the Transfer Agent”), which books and records shall bear a notation that the Shares Class A Units were sold in reliance upon Regulation A.A+.

Appears in 1 contract

Samples: Subscription Agreement (Spark Fund One LLC)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription is made subject to the following terms and conditions: (a) Contemporaneously with the execution and delivery of this Agreement, Subscriber shall pay the Purchase Price for the Shares by check made payable to “___________REI Capital Growth LLC.”, ACH debit transfer, credit card, debit card, Crypto Currency, as converted to US Dollars or wire transfer in accordance with to an account identified by the instructions set forth on Appendix A hereto;Company and when the original copy of this Agreement is completed, signed by the Subscriber, and received and accepted by the Company, (the “Closing Date”), the Company will execute and deliver the subscribed for Shares to the Subscriber. (b) Payment of the Purchase Price shall be received by FundAmerica Securities, REI Capital Growth LLC (the “Escrow Agent”) from Subscriber. (c) This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreement; (d) The Company shall have the right to reject this subscription, in whole or in part; (e) The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if If Subscriber’s subscription is rejected in whole or in part or if the Offering is withdrawn or canceled, the payment of the Subscription will be returned promptly, without interest or deduction excepting only third-party transaction costs (if any); (f) Upon acceptance of the release of subscription and Subscriber’s Purchase Price to the Company by the Escrow AgentPrice, Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares Bonds owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Stock Transfer, LLC (the “Transfer Agent”)company’s transfer agent or legal counsel, which books and records shall bear a notation that the Shares Bonds were sold in reliance upon Regulation A.

Appears in 1 contract

Samples: Subscription Agreement (REI Capital Income LLC)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription is made subject to the following terms and conditions: (a) Contemporaneously After the qualification by the SEC of the Offering Statement of the Company, contemporaneously with the electronic execution and delivery of this AgreementAgreement through the online platform of Dalmore Technology, LLC through the Investor Relations page of the Company’s website at xxx.xxxxxxxxxxxxxxx.xxx, Subscriber shall pay the Purchase Price for the Shares by check made payable to “___________”, ACH debit transfer, or wire transfer in accordance with or credit card to an account designated by the instructions set forth on Appendix A heretoCompany; (b) Payment After the qualification by the SEC of the Offering Statement of the Company, payment of the Purchase Price shall be received made by FundAmerica SecuritiesSubscriber through the online platform of Dalmore Technology, LLC (through the “Escrow Agent”) Investor Relations page of the Company’s website at xxx.xxxxxxxxxxxxxxx.xxx to an account designated by the Company. Until the Offering Statement is declared qualified by the SEC, no payment from Subscriber.a Subscriber will be accepted by us; (c) This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreement. The minimum investment amount per investor is $420 (100 shares of Common Stock); however, we can waive the minimum purchase requirement on a case to case basis in our sole discretion; (d) The Company shall have the right to reject this subscription, in whole or in part; (e) The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s subscription is rejected in whole or in part or if the Offering is withdrawn or canceled; (f) Upon the release acceptance of the subscription by the Company and receipt of the Subscriber’s Purchase Price to the Company by the Escrow AgentCompany, Subscriber shall receive notice and evidence of the digital book-entry (or other manner of record) of the number of the Shares owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Stock TransferXxxxxxx Direct, LLC (acting in the “Transfer Agent”)capacity of transfer agent, which books and records shall bear a notation that the Shares were sold in reliance upon Regulation A.

Appears in 1 contract

Samples: Subscription Agreement (Prime Harvest Inc.)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription is made subject to the following terms and conditions: (a) Contemporaneously with the execution and delivery of this Agreement, Subscriber shall pay the Purchase Price for the Shares by check made payable to “___________REI Capital Growth LLC.”, ACH debit transfer, credit card, debit card, Crypto Currency, as converted to US Dollars or wire transfer in accordance with to an account identified by the instructions set forth on Appendix A hereto;Company and when the original copy of this Agreement is completed, signed by the Subscriber, and received and accepted by the Company, (the “Closing Date”), the Company will execute and deliver the subscribed for Shares to the Subscriber. (b) Payment of the Purchase Price shall be received by FundAmerica Securities, REI Capital Growth LLC (the “Escrow Agent”) from Subscriber. (c) This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreement; (d) The Company shall have the right to reject this subscription, in whole or in part; (e) The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if If Subscriber’s subscription is rejected in whole or in part or if the Offering is withdrawn or canceled, the payment of the Subscription will be returned promptly, without interest or deduction excepting only third-party transaction costs (if any); (f) Upon acceptance of the release of subscription and Subscriber’s Purchase Price to the Company by the Escrow AgentPrice, Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Stock Transfer, LLC (the “Transfer Agent”)company’s transfer agent or legal counsel, which books and records shall bear a notation that the Shares were sold in reliance upon Regulation A.

Appears in 1 contract

Samples: Subscription Agreement (REI Capital Growth LLC)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription is made subject to the following terms and conditions: (a) Contemporaneously with the execution and delivery of this Agreement, Subscriber shall pay the Purchase Price for the Shares by check made payable to “___________”"Hygienic Dress League Corp.", ACH debit transfer, or wire transfer in accordance with the instructions set forth on Appendix A hereto; (b) Payment of the Purchase Price shall be received by FundAmerica SecuritiesHygienic Dress League Corp. or Prime Trust, LLC (the "Escrow Agent") from Subscriber. (c) This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreement; (d) The Company shall have the right to reject this subscription, in whole or in part; (e) The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s 's subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s 's subscription is rejected in whole or in part or if the Offering is withdrawn or canceled; (f) Upon the release of Subscriber’s 's Purchase Price to the Company by the Escrow Agent, Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares owned by Subscriber Sxxxxxxxxx reflected on the books and records of the Company and verified by FundAmerica Stock Transfer, LLC the company's transfer agent or legal counsel (the "Transfer Agent"), which books and records shall bear a notation that the Shares were sold in reliance upon Regulation A.

Appears in 1 contract

Samples: Subscription Agreement (Hygienic Dress League Corp)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription Subscription is made subject to the following terms and conditions: (a) Contemporaneously with the execution and delivery of this AgreementSubscription Agreement through the Platform, Subscriber shall pay the Purchase Price for the Shares by check made payable to “___________”, Class A Units in the form of ACH debit transfer, wire transfer, or wire credit card payment. Your subscription is irrevocable. The Company selected a transfer agent company to maintain all such funds for Subscriber’s benefit until the earliest to occur of: (i) the Closing, (ii) the rejection of such subscription or (iii) the termination of the Offering by the Company in accordance with the instructions set forth on Appendix A hereto;its sole discretion. (b) Payment of the Purchase Price shall be (i) made by Subscriber via the Portal, (ii) received through the Escrow Agent, and (iii) held in an escrow account operated by FundAmerica Securities, LLC Enterprise Bank and Trust to hold funds (the “Escrow Agent”) from until the minimum offering amount of ONE MILLION AND NO/100 DOLLARS ($1,000,000.00) is met (the “Initial Closing”). After the Initial Closing, the Subscriber’s payment may be accepted by the Company upon receipt (each a “Closing”). (c) This subscription shall be deemed to be accepted only when this Subscription Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price Purchase Price for clearance will not be deemed an acceptance of this Subscription Agreement;. (d) The Company shall have the right to reject this subscription, in whole or in part;. (e) The payment of the Subscription Amount Purchase Price (or, in the case of rejection of a portion of the Subscriber’s 's subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s 's subscription is rejected in whole or in part or if the Offering is withdrawn or canceled;. (f) Upon the release of Subscriber’s Purchase Price to the Company by the Escrow Agent, Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares Class A Units owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Stock Transfer, LLC (the “Transfer Agent”)transfer agent, which books and records shall bear a notation that the Shares Class A Units were sold in reliance upon Regulation A.A+.

Appears in 1 contract

Samples: Subscription Agreement (Benchmark Real Estate Investment Fund, LLC)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription is made subject to the following terms and conditions: (a) Contemporaneously with the execution and delivery of this Agreement, Subscriber shall pay the Purchase Price for the Shares by check made payable to “___________”, ACH debit transfer, transfer or wire transfer in accordance with the instructions set forth on Appendix A hereto;provided by Provident Trust Group, LLC in connection with the execution of this Agreement. (b) Payment of the Purchase Price shall be received by FundAmerica SecuritiesProvident Trust Group, LLC (the “Escrow Agent”) from Subscriber. (c) This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreement;. (d) The Company shall have the right to reject this subscription, in whole or in part;. (e) The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s subscription is rejected in whole or in part or if the Offering is withdrawn or canceled;. (f) Upon the release of Subscriber’s Purchase Price to the Company by the Escrow Agent, Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Stock Transfer, LLC (the “Transfer Agent”), which books and records shall bear a notation that the Shares were sold in reliance upon Regulation A.A of the Securities Act.

Appears in 1 contract

Samples: Subscription Agreement (XY - The Findables Co)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription is made subject to the following terms and conditions: (a) Contemporaneously with the execution and delivery of this Agreement, Subscriber shall pay the Purchase Price for the Shares shares of Common Stock by check made payable to “___________Wikisoft, Inc.”, ACH debit transfer, or wire transfer in accordance with the instructions set forth on Appendix A hereto; (b) Payment of the Purchase Price shall be received by FundAmerica Securities, LLC (the “Escrow Agent”) from Subscriber. (c) This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreement; (dc) The Company shall have the right to reject this subscription, in whole or in part; (ed) The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s subscription is rejected in whole or in part or if the Offering is withdrawn or canceled; (fe) Upon the release of Subscriber’s Purchase Price to the Company by the Escrow Agent, Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares number of shares of Common Stock owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Empire Stock Transfer, LLC Inc. (the “Transfer Agent”), which books and records shall bear a notation that the Shares shares of Common Stock were sold in reliance upon Regulation A.

Appears in 1 contract

Samples: Subscription Agreement (Wikisoft Corp.)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription is made subject to the following terms and conditions: (a) Contemporaneously After the qualification by the SEC of the Offering Statement of the Company, contemporaneously with the electronic execution and delivery of this AgreementAgreement through the online platform maintained for the benefit of OpenDeal Inc., which is not a registered broker- dealer, located at xxxxx://xxxxxxxx.xx (the “Platform”). Subscriber shall pay the Purchase Price for the Shares by check made payable to “___________”, ACH debit transfer, transfer or wire transfer in accordance with to an account designated by the instructions set forth on Appendix A heretoCompany; (b) Payment After the qualification by the SEC of the Offering Statement of the Company, payment of the Purchase Price shall be received made by FundAmerica SecuritiesSubscriber through the Platform. Until the Offering Statement is declared qualified by the SEC, LLC (the “Escrow Agent”) no payment from Subscriber.a Subscriber will be accepted by us; (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to the Subscriber only a portion of the number of the Shares that the Subscriber has subscribed for hereunder. The Company will notify the Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If the Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to the Subscriber without interest and all of the Subscriber’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to the Subscriber is not consummated for any reason, this Agreement shall have no force or effect, except for Section 3.1 hereof, which shall remain in force and effect, and investors will have their subscription funds promptly refunded without interest thereon or deduction therefrom. This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreement; (d) The Company shall have the right to reject this subscription, in whole or in part; (e) The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s subscription is rejected in whole or in part or if the Offering is withdrawn or canceled;; and (fe) Upon the release acceptance of the subscription by the Company and receipt of the Subscriber’s Purchase Price to the Company by the Escrow AgentCompany, Subscriber shall receive notice and evidence of the digital book-entry (or other manner of record) of the number of the Shares owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Stock Transfer, LLC (the “Transfer Agent”)Company, which books and records shall bear a notation that the Shares were sold in reliance upon Regulation A.

Appears in 1 contract

Samples: Subscription Agreement

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription is made subject to the following terms and conditions: (a) Contemporaneously with the execution and delivery of this Agreement, Subscriber shall pay the Purchase Price for the Shares by check made payable to “___________”credit card, ACH debit transfer, transfer or wire transfer in accordance with the instructions set forth on Appendix A hereto;provided by the Company in connection with the execution of this Agreement. (b) Payment of the Purchase Price shall be received by FundAmerica Securities, LLC (the “Escrow Agent”) from Subscriber. (c) This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreement;. (dc) The Company shall have the right to reject this subscription, in whole or in part;. (ed) The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s subscription is rejected in whole or in part or if the Offering is withdrawn or canceled;. (fe) Upon the release acceptance of Subscriber’s Purchase Price to the Company investment by the Escrow AgentCompany, Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Stock Transfer, LLC (the “Transfer Agent”), which books and records shall bear a notation that the Shares were sold in reliance upon Regulation A.A of the Securities Act. (f) If Subscriber has elected to set up a recurring purchase of Shares, Subscriber represents and warrants that it understands that any such purchases may be terminated by either Subscriber or the Company prior to the closing of such purchase. All such Share purchases shall be deemed made on the terms and conditions of this Agreement. Subscriber should visit the Platform immediately before any such closing to ensure Subscriber has reviewed the up to date Offering Materials prior to such closing. If Subscriber believes, based on the up to date Offering Materials, that further investment in the Shares is no longer right for Subscriber, Subscriber should terminate further purchases.

Appears in 1 contract

Samples: Subscription Agreement (XY - The Findables Co)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription is made subject to the following terms and conditions: (a) Contemporaneously with the execution and delivery of this Agreement, Subscriber shall pay the Purchase Price for the Shares Units by check made payable to “___________”, ACH debit transfer, or wire transfer in accordance with the instructions set forth on Appendix A hereto; (b) Payment of the Purchase Price shall be received by FundAmerica Securities, LLC ______________ (the “Escrow Agent”) from Subscriber. (c) This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreement; (d) The Company shall have the right to reject this subscription, in whole or in part; (e) The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s subscription is rejected in whole or in part or if the Offering is withdrawn or canceled; (f) Upon the release of Subscriber’s Purchase Price to the Company by the Escrow Agent, Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares Units owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Stock Transfer, LLC _________________ (the “Transfer Agent”), which books and records shall bear a notation that the Shares Units were sold in reliance upon Regulation A.

Appears in 1 contract

Samples: Subscription Agreement (American Gas & Technology LP)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription is made subject to the following terms and conditions: (a) Contemporaneously with the execution and delivery of this Agreement, Subscriber shall pay the Purchase Price for the Shares shares of Common Stock by check made payable to “___________”, ACH debit transfer, or wire transfer in accordance with the instructions set forth on Appendix A hereto; (b) Payment of the Purchase Price shall be received by FundAmerica Securities, LLC (the “Escrow Agent”) from Subscriber. (c) This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreement; (dc) The Company shall have the right to reject this subscription, in whole or in part; (ed) The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s subscription is rejected in whole or in part or if the Offering is withdrawn or canceled; (fe) Upon the release of Subscriber’s Purchase Price to the Company by the Escrow Agent, Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares number of shares of Common Stock owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Empire Stock Transfer, LLC Inc. (the “Transfer Agent”), which books and records shall bear a notation that the Shares shares of Common Stock were sold in reliance upon Regulation A.

Appears in 1 contract

Samples: Subscription Agreement (Quark Technology Global Inc.)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription is made subject to the following terms and conditions: (a) Contemporaneously with the execution and delivery of this Agreement, Subscriber shall pay the Purchase Price for the Shares by check made payable to “___________”, ACH debit transfer, transfer or wire transfer in accordance with the instructions set forth on Appendix A hereto;. (b) Payment of the Purchase Price shall be received by FundAmerica Securities, LLC (the “Escrow Agent”) "Stripe Online Payment Processing Merchant Company" from Subscriber. (c) This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreement; (d) The Company shall have the right to reject this subscription, in whole or in part; (e) The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s 's subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s 's subscription is rejected in whole or in part or if the Offering is withdrawn or canceled; (f) Upon the release of Subscriber’s 's Purchase Price to the Company by the Escrow AgentCompany, Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Stock Transfer, LLC (the “Transfer Agent”)Ijascode authorized registration team, which books and records shall bear a notation that the Shares were sold in reliance upon Regulation A.A of the Securities Act.

Appears in 1 contract

Samples: Subscription Agreement (Ijascode Handsoff Marketing System, LLC)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription is made subject to the following terms and conditions: (a) Contemporaneously After the qualification by the SEC of the Offering Statement of the Company, contemporaneously with the electronic execution and delivery of this AgreementAgreement through the website found at xxxxx://xxxxxxxx.xx (the “Republic Platform”), Subscriber shall pay the Purchase Price for the Shares by check made payable to “___________”, ACH debit transfer, or wire transfer in accordance with or credit card to an account designated by the instructions set forth on Appendix A heretoCompany; (b) Payment After the qualification by the SEC of the Offering Statement of the Company, payment of the Purchase Price shall be received made by FundAmerica Securities, LLC Subscriber through the website found at xxxxx://xxxxxxxx.xx (the “Escrow AgentRepublic Platform”) to an account designated by the Company. Until the Offering Statement is declared qualified by the SEC, no payment from Subscriber.a Subscriber will be accepted by us; (c) This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreement. The minimum investment amount per investor is $850 (100 shares of Common Stock); however, we can waive the minimum purchase requirement on a case to case basis in our sole discretion; (d) The Company shall have the right to reject this subscription, in whole or in part; (e) The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s subscription is rejected in whole or in part or if the Offering is withdrawn or canceled; (f) Upon the release acceptance of the subscription by the Company and receipt of the Subscriber’s Purchase Price to the Company by the Escrow AgentCompany, Subscriber shall receive notice and evidence of the digital book-entry (or other manner of record) of the number of the Shares owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Stock TransferProlific Labs Incorporated (doing business as Xxxxxx), LLC acting in the capacity of transfer agent (the “Transfer Agent”), which books and records shall bear a notation that the Shares were sold in reliance upon Regulation A.

Appears in 1 contract

Samples: Subscription Agreement

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription is made subject to the following terms and conditions: (a) Contemporaneously with the execution and delivery of this Agreement, Subscriber shall pay the Purchase Price Payment for the Shares by check made payable to “___________”, ACH debit transfer, or wire transfer in accordance with the instructions set forth on Appendix A hereto; (b) Payment of the Purchase Price Subscriber shall be received by FundAmerica SI Securities, LLC from each Subscriber by ACH electronic transfer, debit card, wire transfer of immediately available funds, or other means approved by the Company, prior to the Termination Date in the amount of Subscriber’s subscription. Tendered funds will be promptly sent to the Bryn Mawr Trust Company of Delaware (the “Escrow Agent”) from Subscriber.and remain in escrow until both the Minimum Offering is met and a Closing Date has occurred. Investments shall be transmitted promptly to the Escrow Agent in compliance with Rule 15c2-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In the event that the Minimum Offering has not been met by the Termination Date, any money tendered by Subscribers in the offering will be promptly returned by the Escrow Agent. ; (c) This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreement; (d) The Company shall have the right to reject this subscription, in whole or in part; (e) The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s subscription is rejected in whole or in part or if the Offering is withdrawn or canceled; (f) Upon the release of Subscriber’s Purchase Price to the Company by the Escrow Agent, Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Stock Transfer, LLC Issuer Direct (the “Transfer Agent”), which books and records shall bear a notation that the Shares were sold in reliance upon Regulation A.

Appears in 1 contract

Samples: Subscription Agreement (Cytonics Corp)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription is made subject to the following terms and conditions: (a) Contemporaneously with the execution and delivery of this Agreement, Subscriber shall pay the Purchase Price for the Shares by check made payable to “___________Vermundi Inc.”, ACH debit transfer, or wire transfer transfer, Bitcoin (BTC) in accordance with the instructions set forth on in Appendix A hereto; (b) Payment of the Purchase Price shall be received by FundAmerica Securities, LLC (the “Escrow Agent”) Company from the Subscriber.; (c) This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, Company and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreement; (d) The Company shall have has the right to reject this subscription, in whole or in part; (e) The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s subscription, the part of the payment relating to such rejected portion) ), if paid in US dollars, will be returned promptly, without interest or deduction, if Subscriber’s subscription is rejected in whole or in part or if the Offering is withdrawn or canceled; the payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s subscription, the part of the payment relating to such rejected portion), if paid in cryptocurrency (BTC for example), will be returned, but may be subject to fees and deductions in line with market rates at that time, if Subscriber’s subscription is rejected in whole or in part or if the Offering is withdrawn or canceled; (f) Upon the release receipt and clearance of Subscriber’s Purchase Price to the Company by the Escrow AgentCompany, Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Stock Transfer, LLC (the Company’s Transfer Agent”), Agent which books and records shall bear a notation that the Shares were sold in reliance upon Regulation A.

Appears in 1 contract

Samples: Subscription Agreement (Vermundi Inc.)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription is made subject to the following terms and conditions: (a) Contemporaneously with the execution and delivery of this Agreement, Subscriber shall pay the Purchase Price for the Shares by check made payable to “___________”, ACH debit transfer, transfer or wire transfer in accordance with the instructions set forth on Appendix A hereto; (b) Payment of the Purchase Price shall be received by FundAmerica Securities, LLC (the “Escrow Agent”) from Subscriber. (c) This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreement; (d) The Company shall have the right to reject this subscription, in whole or in part; (e) The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s subscription is rejected in whole or in part or if the Offering is withdrawn or canceled; (f) Upon the release of Subscriber’s Purchase Price to the Company by the Escrow Agent, Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Stock VStock Transfer, LLC (the “Transfer Agent”), which books and records shall bear a notation that the Shares were sold in reliance upon Regulation A.

Appears in 1 contract

Samples: Subscription Agreement (Elio Motors, Inc.)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription is made subject to the following terms and conditions: (a) Contemporaneously with the execution and delivery of this Agreementagreement, Subscriber subscriber shall pay the Purchase Price for the Shares shares by check made payable to “___________”"True Leaf Medicine International Ltd.", ACH debit transfer, or wire transfer in accordance with the instructions set forth on Appendix A hereto; (b) Payment of the Purchase Price shall be received by FundAmerica SecuritiesTrue Leaf Medicine International Ltd. or [Agent, LLC Funding Portal or Underwriter] (the "Escrow Agent") from Subscribersubscriber. (c) This subscription shall be deemed to be accepted only when this Agreement agreement has been signed by an authorized officer or agent of the CompanyTrue Leaf, and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreementagreement; (d) The Company True Leaf shall have the right to reject this subscription, in whole or in part; (e) The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s subscriber's subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s subscriber's subscription is rejected in whole or in part or if the Offering is withdrawn or canceled; (f) Upon the release of Subscriber’s subscriber's Purchase Price to the Company True Leaf by the Escrow Agent, Subscriber subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares shares owned by Subscriber subscriber reflected on the books and records of the Company True Leaf and verified by FundAmerica Stock Transfer, LLC True Leaf's transfer agent or legal counsel (the "Transfer Agent"), which books and records shall bear a notation that the Shares shares were sold in reliance upon Regulation A.

Appears in 1 contract

Samples: Regulation a 2017 Subscription Agreement

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription is made subject to the following terms and conditions: (a) Contemporaneously with the execution and delivery of this Agreement, Subscriber shall pay the Purchase Price for the Shares by check made payable to “___________”, "Engenavis," ACH debit transfer, or wire transfer in accordance with the instructions set forth on Appendix A hereto; (b) Payment of the Purchase Price shall be received by FundAmerica Securities, LLC (the “Escrow Agent”) Engenavis from Subscriber. (c) This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreement; (d) The Company shall have has the right to reject this subscription, in whole or in part; (e) The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s 's subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s 's subscription is rejected in whole or in part or if the Offering is withdrawn or canceled; (f) Upon the release receipt and clearance of Subscriber’s 's Purchase Price to the Company by the Escrow AgentCompany, Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Stock Transfer, LLC (the Company's Transfer Agent”), Agent which books and records shall bear a notation that the Shares were sold in reliance upon Regulation A.

Appears in 1 contract

Samples: Subscription Agreement (Engenavis, Inc.)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription is made subject to the following terms and conditions: (a) Contemporaneously with the execution and delivery of this Agreement, Subscriber shall pay the Purchase Price for the Shares Units by check made payable to “___________”, ACH debit transfer, or wire transfer in accordance with the instructions set forth on Appendix A hereto; (b) Payment of the Purchase Price shall be received by FundAmerica Securities, LLC escrow agent (the “Escrow Agent”) from Subscriber.), “WILMINGTON TRUST, N.A. as Escrow Agent for Digital Social Retail, Inc. Escrow”, or wire transfers to: Wilmington Trust Company ABA #: 000000000 A/C #: 122727-0000 A/C Name: Digital Social Retail, Inc. Escrow Attn: Xxxxx Xxxxxxx International Wires: M&T Buffalo, New York ABA: 000000000 SWIFT: XXXXXX00 Beneficiary Bank: Wilmington Trust Beneficiary ABA: 000000000 A/C #: 122727-0000 A/C Name: Digital Social Retail, Inc. Escrow (cb) This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price Purchase Price for clearance will not be deemed an acceptance of this Agreement; (dc) The Company shall have the right to reject this subscription, in whole or in part; (ed) The payment of the Subscription Amount Purchase Price (or, in the case of rejection of a portion of the Subscriber’s subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s subscription is rejected in whole or in part or if the Offering is withdrawn or canceled;; and (fe) Upon the release of Subscriber’s Purchase Price to the Company by the Escrow Agent, Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares Units owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Stock VStock Transfer, LLC LLC, the Company’s transfer agent in connection with the Offering (the “Transfer Agent”), which books and records shall bear a notation that the Shares Units were sold in reliance upon Regulation A.A of the Securities Act.

Appears in 1 contract

Samples: Subscription Agreement (Digital Social Retail, Inc.)

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Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription is made subject to the following terms and conditions: (a) Contemporaneously After the qualification by the SEC of the Offering Statement of the Company, contemporaneously with the electronic execution and delivery of this AgreementAgreement through the online platform of the Company through the Investor Relations page of the Company’s website at wxx.xxxxxxxxxxxxxx.xxx, Subscriber shall pay the Purchase Price for the Shares by check made payable to “___________”, ACH debit transfer, transfer or wire transfer in accordance with to an account designated by the instructions set forth on Appendix A heretoCompany; (b) Payment After the qualification by the SEC of the Offering Statement of the Company, payment of the Purchase Price shall be received made by FundAmerica SecuritiesSubscriber through the online platform of the Company through the Investor Relations page of the Company’s website at wxx.xxxxxxxxxxxxxx.xxx to an account designated by the Company. Until the Offering Statement is declared qualified by the SEC, LLC (the “Escrow Agent”) no payment from Subscriber.a Subscriber will be accepted by us; (c) This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreement. The minimum investment amount per investor is $1,000 (500 shares of Common Stock); however, we can waive the minimum purchase requirement on a case to case basis in our sole discretion; (d) The Company shall have the right to reject this subscription, in whole or in part; (e) The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s subscription is rejected in whole or in part or if the Offering is withdrawn or canceled; (f) Upon the release acceptance of the subscription by the Company and receipt of the Subscriber’s Purchase Price to the Company by the Escrow AgentCompany, Subscriber shall receive notice and evidence of the digital book-entry (or other manner of record) of the number of the Shares owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Stock Direct Transfer, LLC acting in the capacity of transfer agent (the “Transfer Agent”), which books and records shall bear a notation that the Shares were sold in reliance upon Regulation A.

Appears in 1 contract

Samples: Subscription Agreement (Novo Integrated Sciences, Inc.)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription Subscription is made subject to the following terms and conditions: (a) Contemporaneously with the execution and delivery of this AgreementSubscription Agreement through the Platform, Subscriber shall pay the Purchase Price for the Shares by check made payable to “___________”, Class A Units in the form of ACH debit transfer, wire transfer, or wire credit card payment. Your subscription is irrevocable. The Company selected a transfer agent company (the “Transfer Agent”) to maintain all such funds for Subscriber’s benefit until the earliest to occur of: (i) the Closing, (ii) the rejection of such subscription or (iii) the termination of the Offering by the Company in accordance with the instructions set forth on Appendix A hereto;its sole discretion. (b) Payment of the Purchase Price in any and all forms shall be (i) made by Subscriber via the Portal, (ii) received through the Transfer Agent, and (iii) held in an escrow account operated by FundAmerica Securities, LLC the escrow agent the Company selected to hold funds (the “Escrow Agent”) until the minimum offering amount of Three Million and no/100 Dollars ($3,000,000.00) is met (the “Initial Closing”). After the Initial Closing, the Subscriber’s payment may be accepted by the Company upon receipt (each a “Closing”). In the event that the minimum offering amount is not obtained within twelve months from Subscribercommencement, then the Company shall return all Subscriber funds without interest promptly following the end of twelve months in accordance with SEA Rule 10b-9. (c) This subscription shall be deemed to be accepted only when this Subscription Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price Purchase Price for clearance will not be deemed an acceptance of this Subscription Agreement;. (d) The Company shall have the right to reject this subscription, in whole or in part;. (e) The payment of the Subscription Amount Purchase Price (or, in the case of rejection of a portion of the Subscriber’s 's subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s 's subscription is rejected in whole or in part or if the Offering is withdrawn or canceled;. (f) Upon the release of Subscriber’s Purchase Price to the Company by the Escrow Agent, Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares Class A Units owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Stock Transfer, LLC (the Transfer Agent”), which books and records shall bear a notation that the Shares Class A Units were sold in reliance upon Regulation A.A+.

Appears in 1 contract

Samples: Subscription Agreement (Brookwood Fenton Investments LLC)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription is made subject to the following terms and conditions: (a) Contemporaneously Except as otherwise provided in Section 1.02(b) of this Agreement, contemporaneously with the electronic execution and delivery of this AgreementAgreement through the online platform of Direct Transfer, Subscriber shall pay the Purchase Price for the Shares by check made payable to “___________”, ACH debit transfer, or wire transfer in accordance with or by major credit card to the instructions set forth on Appendix A heretospecified bank account maintained by Regions Bank. Payments made by major credit card shall be limited to $300 per Subscriber; (b) Payment of the Purchase Price shall be received made by FundAmerica Securities, LLC Subscriber through the online platform of Direct Transfer to Regions Bank (the “Escrow Agent”) and received and held by Escrow Agent in a non-interest bearing escrow account (“Escrow Account”) in compliance with SEC Rule 15c2-4, with funds released to the Company only after we closed on the subscription as described in the Circular. Notwithstanding the foregoing, until the Offering Statement is declared qualified by the SEC, no payment from a Subscriber will be accepted by us and put into the Escrow Account. Pending the qualification of the Offering Statement by the SEC, Subscriber may only authorize the payment of the purchase price by ACH debit transfer, wire transfer or by major credit card upon the qualification of the Offering Statement by the SEC, at which time, the Subscriber will be notified by the Transfer Agent that the funds of the Subscriber will be debited within 24 hours of the qualification of the Offering Statement by the SEC, absent prior rescission by the Subscriber.; (c) This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreement; (d) The Company shall have the right to reject this subscription, in whole or in part; (e) The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s subscription is rejected in whole or in part or if the Offering is withdrawn or canceled; (f) Upon the release of Subscriber’s Purchase Price to the Company by the Escrow Agent, Subscriber shall receive notice and evidence of the digital book-entry (or other manner of record) of the number of the Shares owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Stock Direct Transfer, LLC acting in the capacity of transfer agent (the “Transfer Agent”), which books and records shall bear a notation that the Shares were sold in reliance upon Regulation A.

Appears in 1 contract

Samples: Subscription Agreement (Ronco Brands, Inc.)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription is made subject to the following terms and conditions: (a) Contemporaneously After the qualification by the SEC of the Offering Statement of the Company, contemporaneously with the electronic execution and delivery of this Agreement, Agreement through the online platform maintained by OpenDeal Broker LLC located at hxxxx://xxxxxxxx.xx (the “Platform”). Subscriber shall pay the Purchase Price for the Shares Units by check made payable to “___________”, ACH debit transfer, transfer or wire transfer in accordance with to an account designated by the instructions set forth on Appendix A heretoCompany; (b) Payment After the qualification by the SEC of the Offering Statement of the Company, payment of the Purchase Price shall be received made by FundAmerica SecuritiesSubscriber through the Platform. Until the Offering Statement is declared qualified by the SEC, LLC (the “Escrow Agent”) no payment from Subscriber.a Subscriber will be accepted by us; (c) This subscription shall be deemed to may be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreement; (d) The Company shall have the right to reject this subscription, rejected in whole or in part; (e) The payment of , for any reason or for no reason, at any time prior to the Subscription Amount (orTermination Date, in by the case of rejection of Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to the Subscriber only a portion of the Subscriber’s subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s subscription is rejected in whole or in part or if the Offering is withdrawn or canceled; (f) Upon the release of Subscriber’s Purchase Price to the Company by the Escrow Agent, Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares owned by Units that the Subscriber reflected on has subscribed for hereunder. The Company will notify the books Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If the Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to the Subscriber without interest and records all of the Company and verified by FundAmerica Stock Transfer, LLC (the “Transfer Agent”), which books and records shall bear a notation that the Shares were sold in reliance upon Regulation A.Subscriber’s obligations hereunder shall

Appears in 1 contract

Samples: Class B Common Unit Subscription Agreement (Ternio, LLC)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription is made subject to the following terms and conditions: (a) Contemporaneously with the execution and delivery of this Agreement, Subscriber shall pay the Purchase Price for the Shares by check made payable to “___________”Global Cosmetics, ACH debit transfer, Inc.” or pursuant to wire transfer in accordance with instructions provided by the instructions set forth on Appendix A heretoCompany; (b) Payment of the Purchase Price shall be received by FundAmerica Securities, LLC (the “Escrow Agent”) from Subscriber. (c) This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreement; (dc) The Company shall have the right to reject this subscription, in whole or in part; (ed) The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s subscription is rejected in whole or in part or if the Offering is withdrawn or canceled; (fe) Upon the release acceptance of Subscriber’s subscription and receipt of the Purchase Price to the Company by the Escrow AgentCompany, Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Stock Transfer, LLC ____________________(the “Transfer Agent”). Global Cosmetics, which books and records shall bear a notation that the Shares were sold in reliance upon Regulation A.Inc. Subscription Agreement – page 2 of 7

Appears in 1 contract

Samples: Subscription Agreement (Global Cosmetics Inc.)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription is made subject to the following terms and conditions: (a) Contemporaneously with the execution and delivery of this Agreement, Subscriber shall pay the Purchase Price for the Shares by check made payable to “___________”, ACH debit transfer, credit card payment, or wire transfer in accordance with the instructions set forth on Appendix A hereto;, as well as the fee for processing payment ($25.00 for wire transfer and $1.50 for ACH debit transfer). The Company will be responsible for credit card processing fees. (b) Payment of the Purchase Price shall be received by FundAmerica Securities, LLC Piermont Bank (the “Escrow Agent”) from Subscriber. (c) This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreement;. (d) The Company shall have the right to reject this subscription, in whole or in part;. (e) The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s subscription is rejected in whole or in part or if the Offering is withdrawn or canceled;. (f) Upon the release of Subscriber’s Purchase Price to the Company by the Escrow Agent, Subscriber shall receive notice and evidence of the digital entry electronic certificates (or other manner of record) of the number of the Shares owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Stock Transfer, LLC KoreTransfer (the “Transfer Agent”), which books and records shall bear a notation that the Shares were sold in reliance upon Regulation A.

Appears in 1 contract

Samples: Subscription Agreement (Revival AI Inc.)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. The Subscriber understands and agrees that this subscription is made subject to the following terms and conditions: (a) Contemporaneously with the execution and delivery of this AgreementAgreement (including Schedule A hereto), the Subscriber shall pay the Purchase Price for the Shares by check made payable to “___________CAARY Capital Ltd.”, ACH debit transfer, or wire transfer in accordance with the instructions set forth on Appendix A hereto; (b) Payment of the Purchase Price shall be received by CAARY Capital Ltd. or by FundAmerica Securities, Securities LLC (the “Escrow Agent”) from the Subscriber.; (c) This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the CompanyIssuer, and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreement; (d) The Company Issuer shall have the right to reject this subscription, in whole or in part; (e) The payment of the Subscription Amount Purchase Price (or, in the case of rejection of a portion of the Subscriber’s subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if the Subscriber’s subscription is rejected in whole or in part or if the Offering is withdrawn or canceled; (f) Upon the release of the Subscriber’s Purchase Price to the Company Issuer by the Escrow Agent, the Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares shares owned by the Subscriber reflected on the books and records of the Company Issuer and verified by FundAmerica Stock VStock Transfer, LLC (the “Transfer Agent”), which books and records shall bear a notation that the Shares were sold in reliance upon Regulation A.

Appears in 1 contract

Samples: Regulation a Subscription Agreement (Caary Capital Ltd.)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription is made subject to the following terms and conditions: (a) Contemporaneously with the execution and delivery of this Agreement, Subscriber shall pay the Purchase Price for the Shares by check made payable to “___________”, ACH debit transfer, transfer or wire transfer in accordance with the instructions set forth on Appendix A hereto; (b) Payment of the Purchase Price shall be received by FundAmerica Securities, LLC (the “Escrow Agent”) Company from Subscriber. (c) This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreement; (d) The Company shall have the right to reject this subscription, in whole or in part; (e) The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s subscription is rejected in whole or in part or if the Offering is withdrawn or canceled; (f) Upon the release of Subscriber’s Purchase Price to the Company by the Escrow AgentCompany, Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Stock Transfer, LLC (the “Transfer Agent”)Company, which books and records shall bear a notation that the Shares were sold in reliance upon Regulation A.

Appears in 1 contract

Samples: Subscription Agreement (Brightways Corp)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription is made subject to the following terms and conditions: (a) Contemporaneously with the execution and delivery of this Agreement, Subscriber shall pay the Purchase Price for the Shares by check made payable to “___________”, ACH debit transfer, transfer or wire transfer in accordance with the instructions set forth on Appendix A hereto;. (b) Payment of the Purchase Price shall be received by [FundAmerica Securities, LLC LLC] (the “Escrow Agent”) from Subscriber. (c) This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreement;. (d) The Company shall have the right to reject this subscription, in whole or in part;. (e) The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s subscription is rejected in whole or in part or if the Offering is withdrawn or canceled;. (f) Upon the release of Subscriber’s Purchase Price to the Company by the Escrow Agent, Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Stock [VStock Transfer, LLC LLC] (the “Transfer Agent”), which books and records shall bear a notation that the Shares were sold in reliance upon Regulation A.A of the Securities Act.

Appears in 1 contract

Samples: Subscription Agreement (XY - The Findables Co)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription Subscription is made subject to the following terms and conditions: (a) Contemporaneously with the execution and delivery of this AgreementAgreement through the Platform, Subscriber shall pay the Purchase Price for the Shares by check made payable to “___________”, Membership Interests in the form of ACH debit transfer, wire transfer, or wire credit card payment. Your subscription is irrevocable. The Company selected a transfer agent company (the “Transfer Agent”) to maintain all such funds for Subscriber’s benefit until the earliest to occur of: (i) the Closing, (ii) the rejection of such subscription or (iii) the termination of the Offering by the Company in accordance with the instructions set forth on Appendix A hereto;its sole discretion. (b) Payment of the Purchase Price shall be made by Subscriber via the Portal, and shall be received through the Transfer Agent, and shall be held in an escrow account operated by FundAmerica Securities, LLC the escrow agent the Company selected to hold funds until the minimum offering amount of $1,000,000.00 is met (the “Escrow Agent”) from Subscriber). (c) This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreement;. (d) The Company shall have the right to reject this subscription, in whole or in part;. (e) The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s 's subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s 's subscription is rejected in whole or in part or if the Offering is withdrawn or canceled;. (f) Upon the release of Subscriber’s Purchase Price to the Company by the Escrow Agent, Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares Membership Interests owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Stock Transfer, LLC (the Transfer Agent”), which books and records shall bear a notation that the Shares Membership Interests were sold in reliance upon Regulation A.

Appears in 1 contract

Samples: Regulation A+ Subscription Agreement (Holiday Lifestyle Fund I)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription is made subject to the following terms and conditions: (a) Contemporaneously with the execution and delivery of this Agreement, Subscriber shall pay the Purchase Price for the Shares by check made payable to “___________”, "Innovative Climatic Technologies Corporation," ACH debit transfer, or wire transfer in accordance with the instructions set forth on Appendix A hereto; (b) Payment of the Purchase Price shall be received by FundAmerica Securities, LLC (the “Escrow Agent”) Innovative Climatic Technologies Corporation from Subscriber. (c) This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreement; (d) The Company shall have has the right to reject this subscription, in whole or in part; (e) The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s 's subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s 's subscription is rejected in whole or in part or if the Offering is withdrawn or canceled; (f) Upon the release receipt and clearance of Subscriber’s 's Purchase Price to the Company by the Escrow AgentCompany, Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Stock Transfer, LLC (the Company's Transfer Agent”), Agent which books and records shall bear a notation that the Shares were sold in reliance upon Regulation A.

Appears in 1 contract

Samples: Subscription Agreement (Innovative Climatic Technologies Corp)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription is made subject to the following terms and conditions: (a) Contemporaneously with the execution and delivery of this Agreement, Subscriber shall pay the Purchase Price for the Shares by check made payable to “___________”TMPOS, INC,” ACH debit transfer, or wire transfer in accordance with the instructions set forth on Appendix A hereto; (b) Payment of the Purchase Price shall be received by FundAmerica SecuritiesTMPOS, LLC (the “Escrow Agent”) INC from Subscriber. (c) This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreement; (d) The Company shall have has the right to reject this subscription, in whole or in part; (e) The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s subscription is rejected in whole or in part or if the Offering is withdrawn or canceled; (f) Upon the release receipt and clearance of Subscriber’s Purchase Price to the Company by the Escrow AgentCompany, Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Stock Transfer, LLC ______ (the “Transfer Agent”), which books and records shall bear a notation that the Shares were sold in reliance upon Regulation A.

Appears in 1 contract

Samples: Subscription Agreement (Tmpos, Inc)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription is made subject to the following terms and conditions: (a) Contemporaneously with the execution and delivery of this Agreement, Subscriber shall pay the Purchase Price for the Shares shares of Common Stock by check made payable to “___________Cannagistics, Inc.”, ACH debit transfer, or wire transfer in accordance with the instructions set forth on Appendix A hereto; (b) Payment of the Purchase Price shall be received by FundAmerica Securities, LLC (the “Escrow Agent”) from Subscriber. (c) This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreement; (dc) The Company shall have the right to reject this subscription, in whole or in part; (ed) The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s subscription is rejected in whole or in part or if the Offering is withdrawn or canceled; (fe) Upon the release of Subscriber’s Purchase Price to the Company by the Escrow Agent, Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares number of shares of Common Stock owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Empire Stock Transfer, LLC Inc. (the “Transfer Agent”), which books and records shall bear a notation that the Shares shares of Common Stock were sold in reliance upon Regulation A.

Appears in 1 contract

Samples: Subscription Agreement (Cannagistics Inc.)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription is made subject to the following terms and conditions: (a) Contemporaneously with the execution and delivery of this Agreement, Subscriber shall pay the Purchase Price for the Shares by check made payable to “___________”, ACH debit transfer, transfer or wire transfer in accordance with the instructions set forth on Appendix A hereto;. (b) Payment of the Purchase Price shall be received by FundAmerica Securities, LLC (the Escrow Agent”) Stripe Online Payment Processing Merchant Company” from Subscriber. (c) This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreement; (d) The Company shall have the right to reject this subscription, in whole or in part; (e) The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s 's subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s 's subscription is rejected in whole or in part or if the Offering is withdrawn or canceled; (f) Upon the release of Subscriber’s 's Purchase Price to the Company by the Escrow AgentCompany, Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Stock Transfer, LLC (the “Transfer Agent”)Ijascode authorized registration team, which books and records shall bear a notation that the Shares were sold in reliance upon Regulation A.A of the Securities Act.

Appears in 1 contract

Samples: Subscription Agreement (Ijascode Handsoff Marketing System, LLC)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription is made subject to the following terms and conditions: (a) Contemporaneously with the execution and delivery of this Agreement, Subscriber shall pay the Purchase Price for the Shares Units by check made payable to “___________Ternio, LLC.”, ACH debit transfer, or wire transfer in accordance with the instructions set forth on Appendix A hereto; (b) Payment of the Purchase Price shall be paid to and received by FundAmerica SecuritiesTernio, LLC (the “Escrow Agent”) LLC. from Subscriber. (c) This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreement; (d) The Company shall have the right to reject this subscription, in whole or in part; (e) The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s 's subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s 's subscription is rejected in whole or in part or if the Offering is withdrawn or canceled; (f) Upon the release payment of Subscriber’s 's Purchase Price to the Company by the Escrow AgentCompany, Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares Units owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Stock Transfer, LLC the company's transfer agent or legal counsel (the "Transfer Agent"), which books and records shall bear a notation that the Shares Units were sold in reliance upon Regulation A.

Appears in 1 contract

Samples: Subscription Agreement (Ternio, LLC)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription is made subject to the following terms and conditions: (a) Contemporaneously with the execution and delivery of this Agreement, Subscriber shall pay the Purchase Price for the Shares by check made payable to “___________”, Aspyron Incorporation,” ACH debit transfer, or wire transfer in accordance with the instructions set forth on Appendix A hereto; (b) Payment of the Purchase Price shall be received by FundAmerica Securities, LLC (the “Escrow Agent”) Aspyron Incorporation from Subscriber. (c) This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreement; (d) The Company shall have has the right to reject this subscription, in whole or in part; (e) The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s subscription is rejected in whole or in part or if the Offering is withdrawn or canceled; (f) Upon the release receipt and clearance of Subscriber’s Purchase Price to the Company by the Escrow AgentCompany, Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Stock Transfer, LLC (the Company’s Transfer Agent”), Agent which books and records shall bear a notation that the Shares were sold in reliance upon Regulation A.

Appears in 1 contract

Samples: Subscription Agreement (Aspyron Inc)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription Subscription is made subject to the following terms and conditions: (a) Contemporaneously with the execution and delivery of this AgreementSubscription Agreement through the Platform, Subscriber shall pay the Purchase Price for the Shares by check made payable to “___________”, Class A Interests in the form of ACH debit transfer, wire transfer, or wire credit card payment. Your subscription is irrevocable. The Company selected a transfer agent company (the “Transfer Agent”) to maintain all such funds for Subscriber’s benefit until the earliest to occur of: (i) the Closing, (ii) the rejection of such subscription or (iii) the termination of the Offering by the Company in accordance with the instructions set forth on Appendix A hereto;its sole discretion. (b) Payment of the Purchase Price shall be (i) made by Subscriber via the Portal, (ii) received through the Transfer Agent, and (iii) held in an escrow account operated by FundAmerica Securities, LLC the escrow agent the Company selected to hold funds (the “Escrow Agent”) from until the minimum offering amount of One Million AND NO/100 DOLLARS ($1,000,000.00) is met (the “Initial Closing”). After the Initial Closing, the Subscriber.’s payment may be accepted by the Company upon receipt (each a “Closing”) (c) This subscription shall be deemed to be accepted only when this Subscription Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price Purchase Price for clearance will not be deemed an acceptance of this Subscription Agreement;. (d) The Company shall have the right to reject this subscription, in whole or in part;. (e) The payment of the Subscription Amount Purchase Price (or, in the case of rejection of a portion of the Subscriber’s 's subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s 's subscription is rejected in whole or in part or if the Offering is withdrawn or canceled;. (f) Upon the release of Subscriber’s Purchase Price to the Company by the Escrow Agent, Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares Class A Interests owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Stock Transfer, LLC (the Transfer Agent”), which books and records shall bear a notation that the Shares Class A Interests were sold in reliance upon Regulation A.A+.

Appears in 1 contract

Samples: Subscription Agreement (Xiv-I Invest 1, LLC)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription is made subject to the following terms and conditions: (a) Contemporaneously with the execution and delivery of this Agreement, Subscriber shall pay the Purchase Price for the Shares by check made payable to “___________”, "Innovative Climatic Technologies Corp.," ACH debit transfer, or wire transfer in accordance with the instructions set forth on Appendix A hereto; (b) Payment of the Purchase Price shall be received by FundAmerica Securities, LLC (the “Escrow Agent”) Innovative Climatic Technologies Corp. from Subscriber. (c) This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreement; (d) The Company shall have has the right to reject this subscription, in whole or in part; (e) The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s 's subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s 's subscription is rejected in whole or in part or if the Offering is withdrawn or canceled; (f) Upon the release receipt and clearance of Subscriber’s 's Purchase Price to the Company by the Escrow AgentCompany, Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Stock Transfer, LLC (the Company's Transfer Agent”), Agent which books and records shall bear a notation that the Shares were sold in reliance upon Regulation A.

Appears in 1 contract

Samples: Subscription Agreement (Innovative Climatic Technologies Corp)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription Subscription is made subject to the following terms and conditions: (a) Contemporaneously with the execution and delivery of this AgreementSubscription Agreement through the Platform, Subscriber shall pay the Purchase Price for the Shares by check made payable to “___________”, Class A Units in the form of ACH debit transfer, wire transfer, or wire credit card payment. Your subscription is irrevocable. The Company selected a transfer agent company (the “Transfer Agent”) to maintain all such funds for Subscriber’s benefit until the earliest to occur of: (i) the Closing, (ii) the rejection of such subscription or (iii) the termination of the Offering by the Company in accordance with the instructions set forth on Appendix A hereto;its sole discretion. (b) Payment of the Purchase Price shall be (i) made by Subscriber via the Portal, (ii) received through the Transfer Agent, and (iii) held in an escrow account operated by FundAmerica Securities, LLC the escrow agent the Company selected to hold funds (the “Escrow Agent”) from until the minimum offering amount of One Million and no/100 Dollars ($1,000,000.00) is met (the “Initial Closing”). After the Initial Closing, the Subscriber.’s payment may be accepted by the Company upon receipt (each a “Closing”) (c) This subscription shall be deemed to be accepted only when this Subscription Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price Purchase Price for clearance will not be deemed an acceptance of this Subscription Agreement;. (d) The Company shall have the right to reject this subscription, in whole or in part;. (e) The payment of the Subscription Amount Purchase Price (or, in the case of rejection of a portion of the Subscriber’s 's subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s 's subscription is rejected in whole or in part or if the Offering is withdrawn or canceled;. (f) Upon the release of Subscriber’s Purchase Price to the Company by the Escrow Agent, Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares Class A Units owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Stock Transfer, LLC (the Transfer Agent”), which books and records shall bear a notation that the Shares Class A Units were sold in reliance upon Regulation A.A+.

Appears in 1 contract

Samples: Subscription Agreement (PRC Equity Fund I, LLC)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription is made subject to the following terms and conditions: (a) Contemporaneously with the execution and delivery of this Agreement, Subscriber shall pay the Purchase Price for the Shares by check made payable to “___________Punch TV Studios, Inc.”, ACH by debit transfer, or by wire transfer in accordance with the instructions set forth on Appendix A heretotransfer; (b) Payment of the Purchase Price shall be received by FundAmerica Securities, LLC (the “Escrow Agent”) from Subscriber. (c) This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, and the . The deposit of the payment of the purchase price Purchase Price for clearance will not be deemed an acceptance of this Agreement; (d) The Company shall have the right to reject this subscription, in whole or in part; (e) The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s subscription is rejected in whole or in part or if the Offering is withdrawn or canceled; (f) Upon the release clearance of Subscriber’s Purchase Price to the Company by the Escrow AgentPrice, Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Stock Transfer, LLC Securities Transfer Corporation (the “Transfer Agent”), which books and records shall bear a notation that the Shares were sold in reliance upon Regulation A.

Appears in 1 contract

Samples: Subscription Agreement (Punch TV Studios Inc.)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription Subscription is made subject to the following terms and conditions: (a) a. Contemporaneously with the execution and delivery of this AgreementAgreement through the Platform, Subscriber shall pay the Purchase Price for the Shares by check made payable to “___________”, in the form of ACH debit transfer, wire transfer, or wire transfer credit card. Your subscription is irrevocable. The escrow agent (the “Escrow Agent”) appointed by the Company will maintain all such funds for Subscriber’s benefit until the earliest to occur of: (i) the Closing (as defined below), (ii) the rejection of such subscription or (iii) the termination of the Offering by the Company in accordance with the instructions set forth on Appendix A heretoits sole discretion; (b) b. Payment of the Purchase Price shall be received made by FundAmerica SecuritiesSubscriber via the Portal, LLC (and shall be held in escrow by the Escrow Agent”) from Subscriber.Agent until Closing, after which time, the funds tendered by Subscriber will be available to the Company; (c) c. This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the CompanyCompany (the “Closing”), and the deposit of the payment of the purchase price Purchase Price for clearance will not be deemed an acceptance of this Agreement; (d) d. The Company shall have the right to reject this subscription, in whole or in part; (e) e. The payment of the Subscription Amount Purchase Price (or, in the case of rejection of a portion of the Subscriber’s subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s subscription is rejected in whole or in part or if the Offering is withdrawn or canceled; (f) Upon the release of Subscriber’s Purchase Price to the Company by the Escrow Agent, f. Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Stock Transfer, LLC the company’s transfer agent (the “Transfer Agent”), which books and records shall bear a notation that the Shares were sold in reliance upon Regulation A.A; g. The Offering is described in the Offering Circular, that is available through the online website platform xxxxx://xxx.[ ], or the SEC’s XXXXX website at xxx.xxx.xxx. Please read this Agreement, the Offering Circular, and the Exhibits attached to the Offering Circular including, but not limited to, the Articles of Incorporation of XxXxxxxx Orthopaedic Innovations, Inc. (the “Articles”) and its bylaws (the “Bylaws”). While they are subject to change, as described below, the Company advises you to print and retain a copy of these documents for your records.

Appears in 1 contract

Samples: Regulation A+ Subscription Agreement (McGinley Orthopaedic Innovations, Inc.)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription is made subject to the following terms and conditions: (a) Contemporaneously with the execution and delivery of this Agreement, Subscriber shall pay the Purchase Price for the Shares by check made payable to “___________”, ACH debit transfer, transfer or wire transfer in accordance with the instructions set forth on Appendix A hereto;. (b) Payment of the Purchase Price shall be received by FundAmerica Securities, LLC [•] (the “Escrow Agent”) from Subscriber. (c) This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreement;. (d) The Company shall have the right to reject this subscription, in whole or in part;. (e) The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s subscription is rejected in whole or in part or if the Offering is withdrawn or canceled;. (f) Upon the release of Subscriber’s Purchase Price to the Company by the Escrow Agent, Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Stock Transfer, LLC [•] (the “Transfer Agent”), which books and records shall bear a notation that the Shares were sold in reliance upon Regulation A.A of the Securities Act.

Appears in 1 contract

Samples: Subscription Agreement (XY - The Findables Co)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription Subscription is made subject to the following terms and conditions: (a) a. Contemporaneously with the execution and delivery of this AgreementAgreement through the Platform, Subscriber shall pay the Purchase Price for the Shares by check made payable to “___________”, in the form of ACH debit transfer, wire transfer, or wire transfer credit card. Your subscription is irrevocable. The escrow agent (the “Escrow Agent”) appointed by the Company will maintain all such funds for Subscriber’s benefit until the earliest to occur of: (i) the Closing (as defined below), (ii) the rejection of such subscription or (iii) the termination of the Offering by the Company in accordance with the instructions set forth on Appendix A heretoits sole discretion; (b) b. Payment of the Purchase Price shall be received made by FundAmerica SecuritiesSubscriber via the Portal, LLC (and shall be held in escrow by the Escrow Agent”) from Subscriber.Agent until Closing, after which time, the funds tendered by Subscriber will be available to the Company; (c) c. This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the CompanyCompany (the “Closing”), and the deposit of the payment of the purchase price Purchase Price for clearance will not be deemed an acceptance of this Agreement; (d) d. The Company shall have the right to reject this subscription, in whole or in part; (e) e. The payment of the Subscription Amount Purchase Price (or, in the case of rejection of a portion of the Subscriber’s subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s subscription is rejected in whole or in part or if the Offering is withdrawn or canceled; (f) Upon the release of Subscriber’s Purchase Price to the Company by the Escrow Agent, f. Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Stock Transfer, LLC the company’s transfer agent (the “Transfer Agent”), which books and records shall bear a notation that the Shares were sold in reliance upon Regulation A.A; g. The Offering is described in the Offering Circular, that is available through the online website platform xxxxx://xxx.xxxxxxx.xxx, or the SEC’s XXXXX website at xxx.xxx.xxx. Please read this Agreement, the Offering Circular, and the Certificate of Incorporation of Facible BioDiagnostics, Inc. (the “Certificate”). While they are subject to change, as described below, the Company advises you to print and retain a copy of these documents for your records.

Appears in 1 contract

Samples: Regulation A+ Subscription Agreement (Facible BioDiagnostics, Inc.)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. The Subscriber understands and agrees that this subscription is made subject to the following terms and conditions: (a) The Subscriber understands that separate Subscription and Registration Rights Agreements will be executed with other subscribers for up to 5,882,353 units of Securities to be sold in the Offering; (b) Contemporaneously with the completion, execution and delivery of this Agreement, the Subscriber shall pay complete, execute and deliver the Purchase "Certificate of Accredited Investor Status" attached as Exhibit C hereto, and shall submit to the Company payment in the form of a wire of immediately available United States funds in the amount equal to the Offering Price multiplied by the number of units of Securities for which the Shares by check made payable to “___________”, ACH debit transfer, or wire transfer Subscriber has subscribed (the "Subscription Amount") in accordance with the instructions "Subscription Instructions" set forth on Appendix A Exhibit B hereto; (b) Payment of the Purchase Price shall be received by FundAmerica Securities, LLC (the “Escrow Agent”) from Subscriber. (c) This The subscription for Securities shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price Subscription Amount for clearance will not be deemed an acceptance of this Agreement; (d) The Company shall have the right to reject this subscription, in whole or in part, and shall have the right to allocate Securities among subscribers in any manner it may desire; (e) The payment of representing the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s 's subscription, the part of the payment relating to such rejected portion) will be returned promptlypromptly to the Subscriber, without interest or deductioninterest, if the Subscriber’s 's subscription is rejected in whole or in part or if the Offering is withdrawn or canceled; (f) Upon the release of Subscriber’s Purchase Price to The Placement Agent and the Company by the Escrow Agent, Subscriber shall receive notice and evidence may conduct one or more closings of the digital entry Offering (or other manner each a "Closing") until all 5,882,353 units of recordSecurities offered hereby are sold; (g) The Company may, in its sole discretion, terminate the Offering at any time and accept any subscriptions then in its receipt; (h) Certificates representing the Securities purchased will be issued in the name of each Subscriber within 14 days following each Closing; (i) The minimum Subscription Amount is $50,000 (29,412 units of Securities), provided, however, that the number Company reserves the right to accept subscriptions for less than the minimum Subscription Amount; (j) The Offering is being conducted on a "best efforts" basis, and the Company is not required to accept any minimum amount of the Shares owned by Subscriber reflected on the books subscriptions before conducting a Closing; and (k) The representations and records warranties of the Company and verified by FundAmerica Stock Transfer, LLC (the “Transfer Agent”), which books Subscriber set forth herein shall be true and records shall bear a notation correct as of the date that the Shares were sold in reliance upon Regulation A.Company accepts this subscription.

Appears in 1 contract

Samples: Subscription and Registration Rights Agreement (China Pharma Holdings, Inc.)

Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription Subscription is made subject to the following terms and conditions: (a) a. Contemporaneously with the execution and delivery of this AgreementAgreement through the Platform, Subscriber shall pay the Purchase Price for the Shares by check made payable to “___________”, in the form of ACH debit transfer, wire transfer, or wire transfer credit card. Your subscription is irrevocable. The escrow agent (the “Escrow Agent”) appointed by the Company will maintain all such funds for Subscriber’s benefit until the earliest to occur of: (i) the Closing (as defined below), (ii) the rejection of such subscription or (iii) the termination of the Offering by the Company in accordance with the instructions set forth on Appendix A heretoits sole discretion; (b) b. Payment of the Purchase Price shall be received made by FundAmerica SecuritiesSubscriber via the Portal, LLC (and shall be held in escrow by the Escrow Agent”) from Subscriber.Agent until Closing, after which time, the funds tendered by Subscriber will be available to the Company; (c) c. This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the CompanyCompany (the “Closing”), and the deposit of the payment of the purchase price Purchase Price for clearance will not be deemed an acceptance of this Agreement; (d) d. The Company shall have the right to reject this subscription, in whole or in part; (e) e. The payment of the Subscription Amount Purchase Price (or, in the case of rejection of a portion of the Subscriber’s subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s subscription is rejected in whole or in part or if the Offering is withdrawn or canceled; (f) Upon the release of Subscriber’s Purchase Price to the Company by the Escrow Agent, f. Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Stock Transfer, LLC the company’s transfer agent (the “Transfer Agent”), which books and records shall bear a notation that the Shares were sold in reliance upon Regulation A.A; g. The Offering is described in the Offering Circular, that is available through the online website platform xxxxx://xxx. xxxxxxxxxxxxxxxx.xxx, or the SEC’s XXXXX website at xxx.xxx.xxx. Please read this Agreement, the Offering Circular, and the Exhibits attached to the Offering Circular including, but not limited to, the Certificate of Incorporation of Kurve Theraapeutics, Inc. (the “Certificate”) and its bylaws (the “Bylaws”). While they are subject to change, as described below, the Company advises you to print and retain a copy of these documents for your records.

Appears in 1 contract

Samples: Regulation A+ Subscription Agreement (Kurve Therapeutics, Inc.)

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