Subscription and Offering Clause Samples

Subscription and Offering. The undersigned hereby subscribes for and agrees to purchase a promissory note (the "Note") issued by the Company in the principal amount of $______. The Note is unsecured, bears interest at 10% per annum and is payable in full, including interest, the earlier of one year from the date of the Note or the effective date of an initial public offering ("IPO") of the Company's securities. As additional consideration for purchasing the Note, the undersigned will receive ______ common stock purchase warrants ("Warrants") (at the rate of one Warrant for each $3.00 of Note purchased), each Warrant entitling the holder to purchase one share of the Company's Common Stock at $3.00 per share at any time until December 31, 1999. The Warrants provide certain registration rights as set forth in the form of Warrant attached hereto as Exhibit B. Notwithstanding the payment date set forth above, if the Note is not repaid by December 1, 1997, then each month thereafter for a period of five months the Company will convert at no cost 20% of the Warrants issued to the undersigned into an equal number of shares of its Common Stock. Accordingly, after five months, all Warrants will be converted into Common Stock. Additionally, at the undersigned's election, the Company will issue one Warrant for each $30.00 of Note purchased in lieu of interest on the Note. A copy of the Note is attached hereto as Exhibit A. The undersigned understands that the Company is offering up to $600,000 of Notes (the "offering") to a group of not more than ten investors and that the offering will close on May 30, 1997 or at such time as all of the Notes are sold, whichever is sooner. The Company may extend the offering for an additional 30-day period in its sole discretion.

Subscription and Offering. The undersigned hereby subscribes for and agrees to purchase ___________ shares of the common stock of the Company at a price of ____ per share (the "Shares"), and agrees to pay therefor the total sum of $___________ in cash, receipt of which is hereby acknowledged by the Company's acceptance of this subscription, below. [The undersigned understands that the Company is offering up to ___________ shares (the "offering") to a group of not more than twenty investors until DATE. The offering will close on DATE or at such time as all _________ shares are sold, whichever is sooner. [The Company reserves the right to extend the offering for an additional 30-day period.]

Subscription and Offering. The undersigned hereby subscribes for and agrees to purchase _____________________ (_______________ ) shares of the common stock $0.0001 par value per share of the Company at a price of $0.05 per share (the "Shares"), and agrees to pay therefore the total sum of ___________________________ ($US______________) dollars in cash, receipt of which is hereby acknowledged by the Company's acceptance of this subscription, below. [The undersigned understands that the Company is offering up to nine million (9,000,000) shares (the "offering") to a group of not more than nine (9) investors until September 30, 2009. The offering will close at the end at 5:00PM (Eastern Standard Time) on September 30, 2009 or at such time as all nine million (9,000,000) shares are sold, whichever is sooner. The Company reserves the right to extend the offering for an additional 30-day period.] The undersigned shall be entitled to receive a purchase warrant substantially in the form of Exhibit A hereto (the “SERIES BB-1 Warrant”) and a stock purchase warrant substantially in the form of Exhibit B hereto (the “SERIES BB-2 Warrant”). The SERIES BB-1 Warrant will entitle the holder thereof to purchase _______________ (________) shares of the Company’s common stock at a price of $0.20 per share for a period of Three (3) years commencing on the date of the acceptance of this Subscription Agreement by the Company; and each SERIES BB-2 Warrant will entitle the holder thereof to purchase _______________ (________) shares of the Company’s common stock at a price of $0.50 per share for a period of Three (3) years commencing on the date of the acceptance of this Subscription Agreement by the Company. All dollar references herein are to U.S. dollars unless otherwise indicated.

Subscription and Offering. The undersigned hereby subscribes for and agrees to purchase ____________ units, each unit consisting of one share of the common stock of the Company ("Shares") and one warrant to purchase a share of Common Stock ("Warrants"), at a price of $0.20 per unit (the "Units"), and agrees to pay therefore the total sum of $ in cash, receipt of which is hereby acknowledged by the Company's acceptance of this subscription, below.

Subscription and Offering