Private Placement Offering. The Subscriber acknowledges that the Units subscribed for hereunder are part of an unlimited offering by the REIT in all provinces and territories of Canada in reliance on the exemptions from the applicable prospectus requirements provided by section 2.3 and section 2.5 (other than in Ontario) of National Instrument 45-106 Prospectus Exemptions (“NI 45-106”) and in the Province of Ontario in reliance on equivalent (or substantially equivalent) exemptions contained in the Securities Act (Ontario), as applicable, and in such other jurisdictions as the REIT may determine in reliance upon applicable exemptions from the prospectus, registration and similar requirements of applicable securities laws (collectively, the “Offering”). The Subscriber must purchase a minimum of $5,000 of Units, unless otherwise agreed to by the REIT. The Subscriber acknowledges that a Closing may occur with respect to this Subscription Agreement immediately or at any time after the acceptance of this Subscription Agreement by the REIT and the delivery of all required documents by the Subscriber to the REIT.
Private Placement Offering. The Offering will not be registered under federal securities laws or the securities laws of any state. The Company will rely upon exemptions from registration under federal securities laws and state securities acts (the "State Acts"). With respect to federal securities laws, the Company will rely on one or more exemptions from registration for sales to accredited investors (as defined in Section 2(15) of the Securities Act and Rule 501 promulgated thereunder), including, without limitation, exemptions from registration provided by Sections 3(b), 4(2) and/or 4(6) of the Securities Act, and Rule 506 of Regulation D, promulgated as part of the rules and regulations under the Securities Act (the "Rules and Regulations"). With respect to the State Acts, the Company will not be subject to them pursuant to preemption based on Section 18 of the Securities Act or will rely upon limited offering exemptions of certain states approved by the Company. The Company shall use its best efforts to qualify or register the Units for sale, or exempt the Units from qualification of registration, under the State Acts as requested by the Placement Agent, and the Company shall continue such qualifications in effect for so long as may be necessary to complete the Offering. The Company or its counsel shall provide Placement Agent with all applications, forms and documents filed in each jurisdiction where the Units are to be qualified or registered or qualified or offered in an exempt transaction under the State Acts. The Offering of the Units shall be at the offering price and upon the terms and conditions set forth in the Memorandum and the subscription agreement which is included in the subscription documents to be delivered with the Memorandum, and on the basis of the representations and warranties therein contained, and subject to the terms and conditions herein set forth.
Private Placement Offering. In conjunction with the closing of the Merger, Parent shall complete a private placement of 7,000,000 units of securities of the Parent, at a price of $1.00 per unit, with the right, at the placement agent’s and the Company’s discretion, to sell up to an additional 6,000,000 units. Each unit shall consist of one share of common stock of Parent (the “Parent Common Stock”) and one five year warrant to purchase one share of Parent Common Stock at an exercise price of $1.40 per share (the “Parent PPO Warrant”). The Parent PPO Warrant shall be callable by Parent if the bid price for the Parent’s Common Stock is 100% or more above the warrant exercise price for 20 consecutive trading days after effectiveness of Parent’s registration statement registering, among other securities of Parent, the resale of the shares of Parent Common Stock underlying the Parent PPO Warrants (the “Registration Statement”). The closing of the Merger and the Private Placement Offering will occur simultaneously and each will be a condition of the other. Parent and the Company have engaged a registered broker-dealer (the “Placement Agent”) to serve as the exclusive placement agent for the Private Placement Offering and be compensated in accordance with its standard terms for such services. The terms of the Placement Agent’s engagement as placement agent shall be set forth in a Placement Agent Agreement.
Private Placement Offering. The Parties acknowledge and agree that PubCo intends to consummate a private placement offering of PubCo Shares (the “PIPE”), and, subject to the occurrence of the Closing, such PIPE will be consummated immediately after the Luxembourg Merger Closing. PubCo will be permitted to offer to certain purchasers of PubCo Shares in the PIPE, for no additional consideration, (a) up to 2.1 million PubCo Shares in the aggregate, and (b) warrants to purchase an aggregate number of PubCo Shares up to the number of PubCo Shares subject to the PubCo Warrants forfeited or cancelled pursuant to Section 8 hereof, which shares, warrants and underlying shares shall be registered for resale in accordance with the terms of the PIPE following such issuance.
Private Placement Offering. In conjunction with the closing of the Share Exchange, Acquiror shall complete the initial closing under the Private Placement Offering of a minimum of 3,000,000 (the “Minimum Offering Amount”), and a maximum of 7,000,000 (the “Maximum Offering Amount”), PPO Units, at a price of $0.50 per PPO Unit, with the right, at Acquiror’s and Acquiree’s discretion, to sell up to an additional 1,000,000 units. Each PPO Unit shall consist of one share of Acquiror Common Stock and one three-year PPO Warrant to purchase one share of Acquiror Common Stock at an exercise price of $0.75 per share. The closing of the Share Exchange and at least the Minimum Offering Amount under the Private Placement Offering will occur simultaneously and each will be a condition of the other. Acquiror and Acquiree have engaged Gottbetter Capital Markets, LLC, a registered broker-dealer (the “Placement Agent”), to serve as the exclusive placement agent for the Private Placement Offering and be compensated in accordance with its standard terms for such services. The terms of the Placement Agent’s engagement as placement agent shall be set forth in a Placement Agent Agreement. The investors in the Private Placement Offering will have anti-dilution protection such that if within twelve months after the closing date thereunder, Acquiror shall issue additional shares of Common Stock or Common Stock equivalents (subject to customary exceptions, including but not limited to issuances of awards under the Acquiror’s 2013 Equity Inventive Plan) for a consideration per share less than the PPO Unit Offering Price, as such may be adjusted, (the “Lower Price”), each such investor will be entitled to receive from Acquiror additional Units in an amount such that, when added to the number of Units initially purchased by such investor, will equal the number of Units that such investor’s PPO subscription amount would have purchased at the Lower Price. The PPO Warrants shall have “weighted average” anti-dilution protection, subject to customary exceptions, including but not limited to issuances of awards under Acquiror’s 2013 Equity Incentive Plan.
Private Placement Offering. GTEI shall have closed, contemporaneously with or prior to the Closing, a private placement offering of its securities to accredited investors and/or incurrence of mezzanine debt, with net proceeds of no less than Forty One Million Dollars ($41,000,000), upon such terms and for such price per share of common stock as GTEI shall determine in its sole discretion.
Private Placement Offering. In conjunction with the closing of the Merger, Parent intends to, but is not obligated to, effect the initial closing under a private placement of a maximum of 10,000,000 units ($2,000,000) (the “Maximum Offering Amount”) of securities of the Parent, at a price of $0.20 per unit (the “PPO Price”), with the right, at the placement agent’s and the Company’s discretion, to sell up to an additional 2,500,000 units ($500,000). Each unit (the “Units”) shall consist of one share of common stock of Parent (the “Parent Common Stock”) and one five year warrant to purchase one-half share of Parent Common Stock at an exercise price of $0.80 per full share (the “Investor Warrant”). The closing of the Merger and the initial closing of the Private Placement Offering will occur simultaneously. Parent and the Company have engaged a registered broker-dealer (the “Placement Agent”) to serve as the non-exclusive placement agent for the Private Placement Offering and be compensated in accordance with its standard terms for such services. The terms of the Placement Agent’s engagement as placement agent shall be set forth in a Placement Agent Agreement.
Private Placement Offering. In conjunction with the closing of the Merger, Parent shall complete the initial closing under the Private Placement Offering of a minimum of 3,750,000 (the “Minimum Offering Amount”), and a maximum of 5,000,000 (the “Maximum Offering Amount”), PPO Units, at a price of $0.20 per PPO Unit, with the right, at the Company’s discretion, to sell up to an additional 1,000,000 units. Each PPO Unit shall consist of one share of Parent Common Stock and one Parent PPO Warrant to purchase one share of Parent Common Stock at an exercise price of $1.00 per share. The closing of the Merger and at least the Minimum Offering Amount under the Private Placement Offering will occur simultaneously and each will be a condition of the other.
Private Placement Offering. On the Closing Date, Uniloc shall have completed a Private Placement Offering of its securities and shall broken escrow on a Minimum Offering of $600,000 and shall have received proceeds therefrom sufficient to transfer the balance of the Purchase Price to the Selling Shareholders.
Private Placement Offering. In conjunction with the closing of the Merger, Parent shall complete the initial closing under the Private Placement Offering of a minimum of 8,000,000 (the “Minimum Offering Amount”), and a maximum of 20,000,000 (the “Maximum Offering Amount”), PPO Units, at a price of $0.25 per PPO Unit, with the right, at the Placement Agent’s (as defined below) and the Company’s discretion, to sell up to an additional 3,000,000 units. Each PPO Unit shall consist of one share of Parent Common Stock and one Parent PPO Warrant to purchase one share of Parent Common Stock at an exercise price of $1.00 per share. The closing of the Merger and at least the Minimum Offering Amount under the Private Placement Offering will occur simultaneously and each will be a condition of the other. Parent and the Company have engaged Gottbetter Capital Markets, LLC, a registered broker-dealer (the “Placement Agent”), to serve as the exclusive placement agent for the Private Placement Offering and be compensated in accordance with its standard terms for such services. The terms of the Placement Agent’s engagement as placement agent shall be set forth in a Placement Agent Agreement.
