Offer to Subscribe Clause Samples

Offer to Subscribe. Subject to the terms and conditions herein and the satisfaction of the conditions to closing set forth in Sections 2.2 and 2.3 below and the other terms and conditions set forth in this Agreement, Investor hereby agrees to purchase such amounts of Common Stock as the Company may, in its sole and absolute discretion, from time to time elect to issue and sell to Investor according to one or more Puts pursuant to Section 2.3 below.

Offer to Subscribe. The Subscriber irrevocably offers to subscribe for the number of Shares which may be purchased for the amount set forth in Schedule 2 to this Subscription Agreement subject to the provisions of the Constitutional Documents and upon the terms of the Offering Memorandum.

Offer to Subscribe. Upon the terms and subject to the conditions hereof, the Investor hereby agrees to purchase the number of Shares that may be purchased at the Purchase Price with the amount of Subscription Funds shown on the signature page to this Agreement opposite the Investor’s signature, and the Company hereby agrees to issue and sell the Shares to the Investor.

Offer to Subscribe. Subject to the terms and conditions herein and the satisfaction of the conditions to closing set forth in Sections 2.2.4 and 2.3.4 below, Subscriber hereby offers to subscribe for and purchase (i) an initial number of shares Common Stock according to Section 2.2 below, for an initial purchase price in the amount set forth in Section 2.2 below (the "Initial Tranche"), and (ii) such additional amounts of Common Stock as the Company may, in its sole and absolute discretion from time to time elect to issue and sell to Subscriber according to a Call for Proceeds pursuant to Section 2.3 below. Contemporaneously herewith, the Company may enter into agreements (the "Other Subscription Agreements") with other subscribers (the "Other Subscribers") for the sale and purchase of Common Stock. The aggregate dollar amount of Common Stock purchased by the Subscriber and the Other Subscribers for all Initial Tranches (the "Aggregate Initial Tranche Dollar Amount") and the aggregate dollar amount of Common Stock purchased by the Subscriber and the Other Subscribers for any and all Call for Proceeds shall be allocated pro rata among the Subscriber and the Other Subscribers based on the Initial Tranche Purchase Amount of Common Stock purchased by such subscriber in the Initial Tranche (collectively, the "Offering"). The amount allocated to the Subscriber shall be based on a percentage (the "Subscriber Allocation") equal to the quotient of (i) Initial Tranche Purchase Amount of the Subscriber, divided by the (ii) the Aggregate Initial Tranche Dollar Amount. The parties hereto acknowledge that Swar▇▇ ▇▇▇estments, LLC, d/b/a Swar▇▇ ▇▇▇titutional Finance is acting as placement agent (the "Placement Agent") for this Offering and will be compensated by the Company in cash, Common Stock and warrants to purchase Common Stock. The Placement Agent has acted solely as placement agent in connection with the Offering by the Company of the Common Stock pursuant to this Agreement. The information and data contained in the Disclosure Documents (as defined in Section 3.2.4) have not been subjected to independent verification by the Placement Agent, and no representation or warranty is made by the Placement Agent as to the accuracy or completeness of the information contained in the Disclosure Documents.

Offer to Subscribe. Subject to the terms and conditions herein and the satisfaction of the conditions to 9 closing set forth in Sections 2.2 and 2.3 below, Subscriber hereby agrees to purchase such amounts of Common Stock and accompanying Warrants as the Company may, in its sole and absolute discretion from time to time elect to issue and sell to Subscriber according to one or more Puts pursuant to Section 2.3 below.

Offer to Subscribe. (hereinafter, the "Investor") hereby offers to subscribe for ______ shares (the "Shares") of the common stock, $0.01 par value (the "Common Stock"), of Witness Systems, Inc., a Delaware corporation (the "Company"), at a price of $____ per share. The Investor acknowledges that the Company will rely on this offer, which may not be canceled, rescinded or otherwise revoked by the Investor.

Offer to Subscribe. 2.1 The Subscriber irrevocably offers to subscribe for and commits to purchase Participating Shares at the Subscription Price, up to the Subscription Amount set forth in Schedule 1, subject to the provisions of the Articles and upon the terms of this Subscription Agreement and the Private Placement Memorandum. 2.2 The Subscriber must (a) submit to the Administrator (with a copy to the Fund Manager) a duly completed and executed Subscription Agreement, and (b) pay in full and the Fund must receive the Subscription Amount, by such time and in such manner as set out in the Private Placement Memorandum. 2.1 Payments in relation to Participating Shares must be in USD (or, such other currency as the Directors may determine from time to time in their absolute discretion), and must be paid net of all deductions, withholdings, banking charges or other taxes or levies into the bank account as set out in Schedule 2 hereto. In the event that subscription monies are received in any currency other than USD, the Fund or the Administrator may arrange conversion into USD, which will be at the prevailing exchange rate at the risk and expense of the subscriber. Any bank or conversion charges incurred will be deducted from subscription monies and only the net amount will be invested in Participating Shares.

Offer to Subscribe. 2.1 The Subscriber irrevocably offers to subscribe for and commits to purchase such Tokens at the Subscription Price, up to the amount set forth in Schedule 1, subject to the provisions of the Articles and upon the terms of this Agreement and the Prospectus. 2.2 The Subscriber must (a) submit to the Administrator (with a copy to the Fund Manager) a duly completed and executed Agreement, and (b) pay in full, and the Fund must receive, the subscription amount set forth in Schedule 1, on or around the date this Agreement is delivered by the Subscriber to the Fund. 2.3 Subscription monies must be in US$, except where the Fund Manager agrees to accept subscription monies in Stablecoin or other crypto currency, and must be paid net of all deductions, withholdings, banking charges or other taxes or levies into the bank account as set out in Schedule 2.

Offer to Subscribe. 2.1 The Subscriber irrevocably offers to subscribe for and commits to purchase Participating Shares at the Subscription Price, up to the Subscription Amount set forth in Schedule 1, subject to the provisions of the Cell Articles and upon the terms of this Subscription Agreement, the Supplement and the Private Placement Memorandum. 2.2 The Subscriber must (a) submit to the Administrator (with a copy to the Cell) a duly completed and executed Subscription Agreement, and (b) pay in full and the Cell must receive the Subscription Amount, by such time and in such manner as set out in the Supplement. 2.1 Payments in relation to Participating Shares must be in USD (or, such other currency as the Directors may determine from time to time in their absolute discretion or, in the absolute discretion of the Directors, in kind), and must be paid net of all deductions, withholdings, banking charges or other taxes or levies into the bank account as set out in Schedule 2 hereto. In the event that subscription monies are received in any currency other than USD, the Cell or the Administrator may arrange conversion into USD, which will be at the prevailing exchange rate at the risk and expense of the subscriber. Any bank or conversion charges incurred will be deducted from subscription monies and only the net amount will be invested in Participating Shares.