Subscription Sample Clauses

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Common Stock (the “Securities”), of Future Pearl Labs, Inc. dba “Bobacino”, a Delaware corporation (the “Company”), at a purchase price of $[__] per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is [_] shares. The rights of the Common Stock are as set forth in the Amended and Restated Certificate of Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that StartEngine Primary, LLC (“StartEngine Primary”), which is serving as the Company’s broker-dealer in this offering, will assess a processing fee of 3.5% of the value of the shares subscribed for. This processing fee shall count against the per investor limit set out in Section 4(d)(ii) below. (c) Subscriber understands that the Securities are being offered pursuant to an offering circular dated November [_], 2020 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (d) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (e) The aggregate number of Securities sold shall not exceed [___] (the “Maximum Offering”). The Company may accept subscriptions until ______, 2021, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this off...

Subscription. Subject to the terms and conditions hereof, at the Closing (as defined below), Subscriber hereby agrees to subscribe for and purchase, and the Company hereby agrees to issue and sell to Subscriber, upon the payment of the Purchase Price, the Subscribed Shares (such subscription and issuance, the “Subscription”).

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Common Stock (the “Securities”), of XTI Aircraft Company, a Delaware corporation (the “Company”) set out on the signature page hereto, at a purchase price of $1 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The rights and preferences of the Securities are as set forth in the Company’s amended and restated Certificate of Incorporation which appears as an Exhibit to the Offering Statement filed with the SEC covering the Securities. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. 1.1 The Subscriber hereby subscribes for and agrees to accept from the Company that number of Shares set forth on the Signature Page attached to this Subscription Agreement (the “Agreement”), in consideration of $1.00 per share. This offer to purchase is submitted in accordance with and subject to the terms and conditions described in this Subscription Agreement (the "Agreement"). The Subscriber acknowledges that the Company reserves the right, in its sole and absolute discretion, to accept or reject this subscription and the subscription will not be binding until accepted by the Company in writing 1.2 The closing of the Subscription of Shares hereunder (the “Closing”) shall occur immediately upon: (i) receipt and acceptance by the Company of a properly executed Signature Page to this Agreement; and (ii) receipt of all funds for the subscription of shares hereunder.

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Xxxxx App LLC - Xxxxx Series 0000 Xxxxxxxxxxx Xx, Xxxxxxx, XX, XXX (the “Series”), a series registered under Xxxxx App LLC, a Delaware series limited liability company (“Xxxxx”), the number of membership interests in the Series (the “Shares”) set forth on the signature page of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of per Share for the aggregate purchase price set forth on the signature page of this Subscription Agreement (the “Subscription Price”) and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the Series, dated Octo- ber 2, 2020, as may be amended from time to time (the “Operating Agreement”), a copy of which the Purchaser acknowledges he or she or it has received and reviewed. This subscription is submitted by the Purchaser to Xxxxx Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and Xxxxx, the “Xxxxx Parties”) in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the offering by the Series (the “Offering”) of up to 10,000 Shares for a maximum aggregate gross proceeds of (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares are being offered pursuant to an offering circular, dated , as amended from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- ment, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in the Offering Circular), and any other information required by the Purchaser to make an investment decision with respect to the Shares. 1.3. Notwithstanding the irrevocable agreement of the Purchaser to purchase the Shares from the Series hereunder, the Series shall have no obligation to sell the Shares or any portion thereof to the Purchaser un- less and until the Manager has accepted the subscription of the Purchaser with respect to such Shares in accordance with Section 3.1, which acceptance may be for all or any p...

Subscription. Investor agrees to buy and the Company agrees to sell and issue to Investor such number of units (the “Units”), each Unit consisting of one common share of the Company (the “Shares”), and one warrant to purchase one common share of the Company (the “Warrant”), as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Units the Investor has agreed to purchase and (y) the Purchase Price per Unit, each as set forth on the signature page hereto. The Units are being offered pursuant to a registration statement on Form S-1, File No. 333-220844 (as amended, the “Registration Statement”). The Registration Statement was declared effective by the Securities and Exchange Commission (the “Commission”) prior to issuance of any Units and acceptance of Investor’s Subscription. The prospectus (the “Prospectus”), which forms a part of the Registration Statement, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Units are being offered by Boustead Securities, LLC (the “Underwriter”) as underwriter on a “best efforts, minimum/maximum” basis pursuant to an underwriting agreement (the “Underwriting Agreement”). The completion of the purchase and sale of the Units (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriters in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the Underwriting Agreement and the Registration Statement declared effective by the Commission, at the Closing (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by check or wire transfer of immediately available funds to the Company’s escrow account shall be released to the Company, and (ii) the Company shall cause the Shares and the Warrants to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DWAC Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DWAC system, through the ...

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) of common stock (the “Common Stock”), par value $0.001 per share, of Cityzenith Holdings, Inc., a Delaware corporation (the “Company”). Such purchases shall be made at a purchase price of $1.15 per share of Common Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The purchase price of each Share is payable in the manner provided in Section 3(a) below. The Shares being subscribed for under this Subscription Agreement are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities are being offered pursuant to the Offering Statement qualified on ______ as well as the exhibits to the offering circular (the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the Securities. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of shares of Common Stock that may be sold by the Company in this offering shall not exceed 17,491,304 shares (the “Maximum Shares”). The Company may accept subscriptions until ______, unless earlier terminated by the Company in its sole discretion (the “Termination Date”). The Company may elect at any time to close all or any portion of this off...

Subscription. To exercise powers and rights of subscription or otherwise which in any manner arise out of ownership of securities or debt instruments;

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock (the “Securities”), of Boxabl, Inc., a Nevada corporation (the “Company”), at a purchase price of $0.79 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock are as set forth in the Articles of Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (d) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (e) The aggregate number of Securities sold shall not exceed 62,658,228 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (f) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscri...

Subscription. (a) This subscription, when and if accepted by the Administrator, will constitute a commitment to contribute to the Fund the Subscription Amount in accordance with terms of the LLC Agreement. The Subscriber will be admitted as a Member of the Fund at the time this subscription is accepted by the Administrator, and the Subscriber hereby irrevocably agrees to be bound by the LLC Agreement as a Member of the Fund and to perform all obligations contained in the LLC Agreement, including making contributions to the Fund. (b) The Administrator, on behalf of the Fund, may accept or reject this Agreement, in whole or in part, in its sole discretion. This Agreement will be deemed to be accepted by the Administrator and this Agreement will be binding against the Administrator only upon acceptance of this Agreement by the Administrator. At the Closing, the Subscriber will receive a message on the Platform announcing the Administrator’s execution and acceptance of this Agreement. Upon acceptance, the Subscriber will be issued the Interest for which it has subscribed. (c) If following the Administrator’s acceptance of this Agreement the Administrator determines that some or all of the Subscription Amount will not be invested in the Portfolio Company or otherwise applied in accordance with the LLC Agreement, the Administrator may return such excess Subscription Amount (which may be up to 100% of such Subscription Amount) to the Subscriber, in which case, to the extent so returned, the Subscriber shall be deemed to have automatically withdrawn from the Fund. (d) The Fund has the unrestricted right to condition its acceptance of the Subscriber’s subscription, in whole or in part, upon the receipt by the Fund of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by the Fund in its sole discretion, including an opinion of counsel to the Subscriber, evidencing the legality of an investment in the Fund by the Subscriber and the authority of the person executing the Agreement on behalf of the Subscriber (collectively the “Additional Documents”), in addition to the Subscription Agreement, its exhibits, and any documents incorporated by reference therein (these “Subscription Documents”). (e) The Subscriber understands that the Fund has entered into or expects to enter into separate subscription agreements with other investors which are or will be substantially similar in all material respects to...