Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests (the “Securities”), of YSMD Series Buttonwood 19-3 LLC, a registered series of a Delaware series limited liability company (the “Company”), at a purchase price of $5.00 per membership interest (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits 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 ______________, 2022 (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. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement. (c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 4,514,621 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.
Appears in 3 contracts
Sources: Subscription Agreement (Ysmd, LLC), Subscription Agreement (Ysmd, LLC), Subscription Agreement (Ysmd, LLC)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests the Class [TBD] Common Bits (the “Securities”)) of Building Bits Properties I, of YSMD Series Buttonwood 19-3 LLC, a registered series of a Delaware series limited liability company organized under the laws of Delaware (the “Company”), at a purchase price of $5.00 1.00 per membership interest Bit (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is [$20, or 4 Units1,000]. The rights of the membership interest Class [TBD] Common Bits are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits to the Offering Statement Class [TBD] Bit Designation of the Company Company, as filed with the SEC Securities and Exchange Commission (“SEC”) as an exhibit to the Company’s Offering Statement (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular Offering Circular dated ______________, 2022 [DATE] (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. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 4,514,621 XX,XXX,XXX (the “Maximum Offering”). The Company may accept subscriptions until [DATE], unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Providing that subscriptions for X,XXX,XXX 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
Appears in 3 contracts
Sources: Subscription Agreement (Building Bits Properties I, LLC), Subscription Agreement (Building Bits Properties I, LLC), Subscription Agreement (Building Bits Properties I, LLC)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCFan Owned Club, Inc., a registered series of a Delaware series limited liability company corporation (the “Company”), at a purchase price of $5.00 10 per membership interest share (the “Per Security Price”), ) or subject to the discretion of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest Common Stock are as set forth in the Operating Agreement Certificate of YSMDIncorporation, LLC and as amended, included in the respective series designation, filed as Exhibits to the Offering Statement Form C of the Company company filed with the SEC (the “Offering StatementForm C”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 a Form C (the “Offering CircularForm C”) ), filed with the SEC as part of the Offering Statement. Form C. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular Form C and Offering Statement Statement, including exhibits thereto the Exhibits thereto, and any other information required by the Subscriber to make an investment decision. It is a condition Copies of all SEC filings can also be viewed via following the link on the Company’s acceptance of this subscription that Subscriber becomes a party website to the Operating Agreementall documents filed with SEC.
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 relating to the rejected portion of the subscription shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 107,000 shares of Common Stock (the “Maximum Offeringmaximum number of shares”). The Company may accept subscriptions until the termination of the Offering its sole discretion in accordance with its terms applicable SEC regulations (the “Termination Date”)) or until the maximum number of shares under the Offering are sold. 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 3 contracts
Sources: Subscription Agreement, Subscription Agreement, Subscription Agreement
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Class A Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCSlideBelts Inc., a registered series of a Delaware series limited liability company corporation (the “Company”), at a purchase price of $5.00 0.37 per membership interest share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Operating Agreement of YSMDCompany, LLC and as amended (the respective series designation“Restated Articles”), filed as Exhibits an exhibit 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 ______________, 2022 _ (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 Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 4,514,621 13,513,513 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms 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 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.
Appears in 3 contracts
Sources: Subscription Agreement (SlideBelts Inc.), Subscription Agreement (SlideBelts Inc.), Subscription Agreement (SlideBelts Inc.)
Subscription. (a) The undersigned At the Subscription Closing (“as defined below), Subscriber shall purchase from Topco LP, and Topco LP shall sell and issue to Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests , a number of Class B Units (the “SecuritiesNew Topco Units”)) equal to (i) the dollar amount that equals the percentage of Subscriber’s gross, of YSMD Series Buttonwood 19pre-3 LLC, a registered series of a Delaware series limited liability company tax payments under the RPIP that become due in connection with the Closing (the “CompanyClosing RPIP Payments”)) that is set forth opposite Subscriber’s name on Annex A (such amount, at a the “Subscription Amount”) divided by (ii) the per-unit purchase price of $5.00 per membership interest (the “Per Security Price”)1,000, upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits rounded to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)nearest whole unit.
(b) For the sake of efficiency and the administrative convenience of the parties, Subscriber understands hereby irrevocably directs that the Securities are being offered Company withhold (or cause to be withheld) the Subscription Amount from any after-tax amounts otherwise payable to Subscriber in connection with the Closing pursuant to an offering circular dated ______________, 2022 the RPIP and remit such amount to Topco LP (on behalf of Subscriber) in satisfaction of Subscriber’s obligation to pay 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 Amount to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party Topco LP pursuant to the Operating AgreementSection 1(a).
(c) 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. Upon the expiration closing of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, Subscription (the subscription may no longer be revoked “Subscription Closing”) shall take place immediately following the Closing at the option of same location as the Subscriber. 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 terminateClosing.
(d) The aggregate number Prior to the Subscription Closing, Topco LP and Subscriber shall enter into the amended and restated agreement of Securities sold shall not exceed 4,514,621 limited partnership of Topco LP in form and substance reasonably acceptable to Topco LP (the “Maximum OfferingTopco LP Agreement”). The Company may accept subscriptions until , which agreement will (i) provide for drag-along rights, tag-along rights, preemptive rights, and transfers for bona fide estate planning purposes, in each case, which are customary for a transaction such as the termination of Subscription and subject to customary exceptions, (ii) the Offering in accordance with its terms right to receive annual financial statements, (the “Termination Date”). 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 iii) not require additional capital contributions from Subscriber (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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect other than with respect to the rejected subscription (exercise of preemptive rights or portion thereofas required by applicable law), except for Section 5 hereof, which shall remain in force and effect(iv) prohibit amendments to the Topco LP Agreement that disproportionately and adversely affect the Class B Units without the prior written consent of a majority of the holders of the then-outstanding Class B Units.
Appears in 3 contracts
Sources: Subscription Agreement (Paratek Pharmaceuticals, Inc.), Subscription Agreement (Paratek Pharmaceuticals, Inc.), Subscription Agreement (Paratek Pharmaceuticals, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests [QUANTITY] Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCLunchwale, a registered series of a Delaware series limited liability company Inc. (the “Company”), a Corporation, organized under the state of Texas, at a purchase price of $5.00 0.06 per membership interest (the “Per Security Price”)Share, upon the terms and conditions set forth herein. The minimum subscription is $20, Securities being subscribed for under this Subscription Agreement and any other security that may be issuable upon conversion or 4 Units. exercise of the Securities are also referred to as the “Securities.” The rights and preferences of the membership interest Securities are as set forth in the Operating Agreement Company’s Bylaws and any description of YSMD, LLC and the respective series designation, filed as Exhibits to Securities that appears in the Offering Statement of the Company filed with the SEC (the “Offering Statement”)Materials is qualified in its entirety by such document.
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (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 a copy of the Offering Circular and Offering Statement including exhibits thereto Memorandum of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 4,514,621 17,833,333 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms February 1, 2021 (the “Termination Date”). The Providing that subscriptions for 416,666 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.
Appears in 2 contracts
Sources: Subscription Agreement, Subscription Agreement
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCBitzumi, Inc., a registered series of a Delaware series limited liability company Corporation (the “Company”), at a purchase price of $5.00 2.50 per membership interest share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The There is no minimum subscription is $20, or 4 Unitssubscription. The rights of the membership interest Common Stock are as set forth in the Operating Agreement Articles of YSMDOrganization and Bylaws, LLC and the respective series designation, filed as which are Exhibits 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 ______________, 2022 _ (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. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 4,514,621 4,000,000 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Providing that subscriptions for 400,000 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 2 contracts
Sources: Subscription Agreement (Bitzumi, Inc.), Subscription Agreement (Bitzumi, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests (the “Securities”), of YSMD Series Buttonwood 19-3 33 Mine Street LLC, a registered series of a Delaware series limited liability company (the “Company”), at a purchase price of $5.00 per membership interest (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20300, or 4 60 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits 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 ______________, 2022 2024 (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. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 4,514,621 867,258 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.
Appears in 2 contracts
Sources: Subscription Agreement (Ysmd, LLC), Subscription Agreement (Ysmd, LLC)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests (the “Securities”)from LaserLock Technologies, of YSMD Series Buttonwood 19-3 LLCInc., a registered series of a Delaware series limited liability company Nevada corporation (the “Company”), at 33,333,333 shares of preferred stock of the Company, par value $.001 (the “Shares”), for a purchase price per share of $5.00 per membership interest 0.03 (“Per Share Price”) and an aggregate purchase price for all the Shares of $1,000,000.00 (the “Per Security Purchase Price”), which shall be paid by Subscriber in immediately available funds to the Company account designated by the Company, and upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) In order to induce Subscriber understands that to purchase the Securities are being offered pursuant to an offering circular dated ______________Shares, 2022 the Company shall, commensurate with the Closing (as defined below), issue Subscriber a warrant, in the form attached hereto as Exhibit A (the “Offering CircularWarrant”), granting Subscriber the right to purchase an additional 33,333,333 shares of common stock in the Company for the initial purchase price per share of $0.12 (subject to downward adjustment) filed with and otherwise on terms and conditions set forth in the SEC Warrant. The Shares and the Warrant being subscribed for and issued under this Subscription Agreement as part well as the shares of common stock issuable upon any exercise of the Offering Statement. Warrant are collectively referred to herein as the “Securities”.
(c) 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 been provided all information required by the requested in order for Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to sign the Operating Agreement.
(c) Subscription Agreement where indicated below. 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. Upon the expiration purchase of the period specified Shares involves significant risks, as more fully set forth in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option Section 5 of the Subscriber. 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 terminateSubscription Agreement.
(d) The aggregate number closing of Securities sold shall not exceed 4,514,621 transactions herein contemplated (the “Maximum OfferingClosing”). The Company may accept subscriptions until ) shall be in the termination of manner and at the Offering in accordance with its terms earliest time mutually acceptable to the parties hereto (the “Termination Closing Date”). The Company may elect Closing shall take place on or before January 31, 2013 and occur at any time to close all or any portion the offices of this offeringShearman & Sterling LLP, on various dates at or prior to the Termination Date (each a “Closing Date”)599 Lexington Avenue, New York, New York.
(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) to Investor Shares is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 8 hereof, which shall remain in force and effect.
Appears in 2 contracts
Sources: Subscription Agreement (Laserlock Technologies Inc), Subscription Agreement (VerifyMe, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase shares of Series Interests A Preferred Stock (the “SecuritiesSeries A Preferred Stock”), of YSMD Series Buttonwood 19-3 LLCNowRx, Inc., a registered series of a Delaware series limited liability company corporation (the “Company”), at a purchase price of $5.00 2.00 per membership interest share of Series A Preferred Stock (the “Per Security Price”), rounded down to the nearest whole share based on Subscriber’s subscription amount, upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units1,000. The rights shares of Series A Preferred Stock being subscribed for under this Subscription Agreement and the shares of Common Stock (“Common Stock”), issuable upon conversion of the membership interest Series A Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Series A Preferred Stock are as set forth in the Operating Agreement restated certificate of YSMDincorporation (the “Restated Certificate”), LLC and substantially in the respective series designation, form filed as Exhibits an exhibit 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 ______________, 2022 2018 (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. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 4,514,621 3,500,000 (the “Maximum Offering”). The Company may accept subscriptions until _________, 2019, unless otherwise earlier terminated or extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Providing that subscriptions for 225,000 Securities are received (the “Minimum Offering”) and all other requirements for a closing are met, 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the Drag-Along Right in substantially the form set forth in Sections 4 and 6, respectively. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(f).
Appears in 2 contracts
Sources: Subscription Agreement, Subscription Agreement (NowRx, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests the common stock (the “Securities” or “Common Stock”), of YSMD Series Buttonwood 19-3 LLCSoliton, Inc., a registered series of a Delaware series limited liability company corporation (the “Company”), at a purchase price of $5.00 per membership interest share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units[250]. The rights of the membership interest Common Stock are as set forth in the Operating Agreement Certificate of YSMD, LLC Incorporation and Bylaws included in the respective series designation, filed as Exhibits 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 [______________], 2022 2018 (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. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 4,514,621 3,000,000 (the “Maximum Offering”). The Company may accept subscriptions until [____________], 2018, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Providing that subscriptions for 1,500,000 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 2 contracts
Sources: Subscription Agreement (Soliton, Inc.), Subscription Agreement (Soliton, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and Investor agrees to purchase Series Interests buy and the Company agrees to sell and issue to Investor such number of (i) shares (the “SecuritiesShares”) of the Company’s common stock, $0.00001 par value per share (the “Common Stock”), of YSMD Series Buttonwood 19-3 LLCas set forth on the signature page hereto, a registered series of a Delaware series limited liability company for an aggregate purchase price (the “CompanyPurchase Price”), at a ) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price of $5.00 per membership interest (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest are Share as set forth in on the Operating Agreement of YSMDsignature page hereto. The Purchase Price is set forth on the signature page hereto. The Shares have been registered on a Registration Statement on Form S-1, LLC and the respective series designation, filed as Exhibits 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 Registration No. ______________, 2022 _ (the “Offering Circular”) filed with the SEC as part of the Offering Registration 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. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 4,514,621 (the “Maximum Offering”). The Company may accept subscriptions until Registration Statement has been declared effective by the termination of the Offering in accordance with its terms Securities and Exchange Commission (the “Termination DateCommission”)) and is effective on the date hereof. A final prospectus supplement will be delivered to the Investor as required by law. The completion of the purchase and sale of the Shares (the “Closing”) shall take place on the earliest to occur of (i) the date all the Shares are fully subscribed for, (ii) 30 days after the Effective Date, unless extended to a later date with the mutual consent of the Company may elect at any time to close all and Grandview, or any portion of this offering, on various dates at or prior to (iii) such date mutually agreed by the Termination Date Company and Grandview (each a the “Closing Date”).
(e) In . Upon satisfaction or waiver of all the event of rejection of this subscription in its entirety, or conditions to closing set forth in the event Agreement, at the sale Closing, (i) the Investor shall pay the Purchase Price by wire transfer of immediately available funds to the escrow account designated by the Company on Annex A attached hereto, and (ii) the Company shall cause the Shares to be delivered to the Investor with the delivery of the Securities Shares to be made 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 any portion thereof) to or, if requested by the Investor is not consummated for any reasonon the signature page hereto, this Subscription Agreement shall have no force or effect with respect through the physical delivery of certificates evidencing the Shares to the rejected subscription (residential or portion thereofbusiness address indicated thereon), except for Section 5 hereof, which shall remain in force and effect.
Appears in 2 contracts
Sources: Underwriting Agreement (China Green, Inc.), Underwriting Agreement (China Green, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Class A Non Voting Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCOBSIDIAN PRIME INC, a registered series of a Delaware series limited liability company California corporation (the “Company”), at a purchase price of $5.00 ____ per membership interest share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits 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 ______________, 2022 (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 Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 4,514,621 75,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until the termination of date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with its terms 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 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
Appears in 2 contracts
Sources: Subscription Agreement (Obsidian Prime Inc), Subscription Agreement (Obsidian Prime Inc)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests the number of Shares of Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCBUSINESS LINES CORP, a registered series of a Delaware series limited liability company corporation (the “Company”)) set out on the signature page hereto, at a purchase price of $5.00 5 per membership interest share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights and preferences of the membership interest Securities are as set forth in the Operating Agreement Company’s amended and restated Certificate of YSMD, LLC and the respective series designation, filed Incorporation which appears as Exhibits an Exhibit to the Offering Statement of the Company filed with the SEC (covering the “Offering Statement”)Securities.
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (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 a copy of the Offering Circular and Offering Statement including exhibits thereto of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 4,514,621 15,000,000 (the “Maximum Offering”). The Company may accept subscriptions until October 1, 2018, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Units (the “Termination Date”). The Providing that subscriptions for 221 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
Appears in 2 contracts
Sources: Subscription Agreement (Business Lines Corp), Subscription Agreement (Busniess Lines Corp)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests the Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCGraze, Inc., a registered series of a Delaware series limited liability company corporation (the “Company”), at a purchase price of $5.00 7.10 per membership interest share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units1,001.10. The rights of the membership interest Common Stock are as set forth in the Operating Agreement Third Amended and Restated Certificate of YSMDIncorporation, LLC and the respective series designation, which is filed as Exhibits Exhibit 2.1 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 ______________, 2022 [DATE] (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. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 1,056,338 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(f).
Appears in 2 contracts
Sources: Subscription Agreement (Graze, Inc.), Subscription Agreement (Graze, Inc.)
Subscription. (a) The undersigned (“SubscriberInvestor”) hereby irrevocably subscribes for and agrees to purchase Series Interests shares (the “SecuritiesShares”) of Series A Preferred Stock (the “Preferred Stock”), without par value, of YSMD Series Buttonwood 19-3 LLCLUX FLOORING INC., a registered series of a Delaware series limited liability company corporation (the “Company”), . Such purchases shall be made at a purchase price of $5.00 per membership interest share of Preferred 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 minimum subscription is $20, or 4 Units500. The rights Preferred Stock being subscribed for under this Subscription Agreement and the Common Stock (“Common Stock”) of the membership interest Company issuable upon conversion of the Preferred Stock are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Operating Agreement Amended and Restated Certificate of YSMDIncorporation, LLC the Certificate of Designations relation to the Preferred Stock and the respective series designation, filed as Amended and Restated Bylaws of the Company available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber Investor understands that the Securities are being offered pursuant to an offering circular Offering Circular dated __________________, 2022 2020 (the “Offering Circular”) ), filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber Investor acknowledges that Subscriber Investor has received and reviewed this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber Investor to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party decision with respect to the Operating AgreementSecurities.
(c) The SubscriberInvestor’s subscription hereunder may be accepted or rejected in whole or in part, at any time prior to a Closing the Termination Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber Investor only a portion of the number of Securities Subscriber the Shares that Investor has subscribed forto purchase hereunder. The Company will notify Subscriber Investor whether this subscription is accepted (whether in whole or in part) or rejected. If SubscriberInvestor’s subscription is rejected, SubscriberInvestor’s payment (or portion thereof if partially rejected) will be returned to Subscriber Investor without interest and all of SubscriberInvestor’s obligations hereunder shall terminate.
(d) The aggregate number of Securities shares of Common Stock that may be sold in this offering shall not exceed 4,514,621 10,000,000 shares (the “Maximum OfferingShares”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). 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 Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
Appears in 2 contracts
Sources: Subscription Agreement (Lux Flooring Inc.), Subscription Agreement (Lux Flooring Inc.)
Subscription. (a) The undersigned (“Subscriber”[Company RSU Awards. Subscriber is entitled to receive the Company RSU Consideration pursuant to Section 2.2(a)(i) hereby irrevocably subscribes for and agrees of the Merger Agreement, net of applicable Taxes required to purchase Series Interests be withheld with respect to such amount (the “SecuritiesRSU Withholding Taxes”). Immediately following the Effective Time, of YSMD Series Buttonwood 19-3 LLC, a registered series of a Delaware series limited liability company (the “Company”), at a purchase price of $5.00 per membership interest (the “Per Security Price”), upon on the terms and subject to the conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights Subscriber agrees, at the Subscription Closing, to purchase from Topco, and Topco agrees to issue and sell to Subscriber, a number of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC Common Units (the “Offering StatementRSU Topco Common Units”) equal to (i) all of Subscriber’s Rollover Company RSU Consideration [(which, for the avoidance of doubt and pursuant to the terms of Section 2.2(a)(ii) of the Merger Agreement, is an amount equal to Subscriber’s Company RSU Consideration net of any RSU Withholding Taxes)] (such [net] amount, the “Subscriber Rollover Company RSU Consideration”), divided by (ii) the Unit Price. [In furtherance of the foregoing and pursuant to Section 2.2(a)(ii) of the Merger Agreement, subject to the approval by the Company Board or the compensation committee thereof, Subscriber’s Company RSU Award, to the extent then-outstanding, will be settled in exchange for the number of shares of Company Common Stock subject to Subscriber’s Company RSU Award immediately prior to the Closing, and such shares of Company Common Stock shall be treated as Rollover Shares subject to the Subscriber Rollover Agreement; provided that the foregoing shall be subject to Subscriber paying the Company on or prior to the Closing an amount of cash equal to the applicable Taxes required to be withheld with respect to the vesting and/or settlement of Subscriber’s Company RSU Award.] [In furtherance of the foregoing and pursuant to Section 2.2(a)(ii) of the Merger Agreement, Topco shall, solely for administrative convenience purposes (and without altering the legal effect of the foregoing, including the full satisfaction of Subscriber’s rights to receive such Company RSU Consideration pursuant to Section 2.2(a)(i) of the Merger Agreement), (A) issue the RSU Topco Common Units to Subscriber in lieu of Subscriber actually receiving the Subscriber Rollover Company RSU Consideration in cash, and (B) cause the Company or one of its subsidiaries to remit any RSU Withholding Taxes through regular payroll procedures on or following the Closing Date and, if applicable, pay such amounts to the appropriate Governmental Body pursuant to Section 2.10 of the Merger Agreement]. Subscriber shall be deemed to have received the entire amount of Subscriber’s Company RSU Consideration [(including, for the avoidance of doubt, any RSU Withholding Taxes remitted or paid by the Company on behalf of Subscriber to the appropriate Governmental Body pursuant to Section 2.10 of the Merger Agreement and this Section 2.1(a))] and thereafter immediately contributed the Subscriber Rollover Company RSU Consideration to Topco in exchange for the RSU Topco Common Units (the “Company RSU Award Subscription”).]
(b) [Company PSU Awards. Subscriber understands that is entitled to receive the Securities are being offered Company PSU Consideration pursuant to an offering circular dated ______________Section 2.2(b)(i) of the Merger Agreement, 2022 net of applicable Taxes required to be withheld with respect to such amount (the “Offering CircularPSU Withholding Taxes”). Immediately following the Effective Time, on the terms and subject to the conditions set forth herein, Subscriber agrees, at the Subscription Closing, to purchase from Topco, and Topco agrees to issue and sell to Subscriber, a number of Common Units (the “PSU Topco Common Units”) filed equal to (i) all of Subscriber’s Rollover Company PSU Consideration [(which, for the avoidance of doubt and pursuant to the terms of Section 2.2(b)(ii) of the Merger Agreement, is an amount equal to Subscriber’s Company PSU Consideration net of any PSU Withholding Taxes)] (such [net] amount, the “Subscriber Rollover Company PSU Consideration”), divided by (ii) the Unit Price. [In furtherance of the foregoing and pursuant to Section 2.2(b)(ii) of the Merger Agreement, subject to the approval by the Company Board or the compensation committee thereof, Subscriber’s Company PSU Award, to the extent then-outstanding, will be settled in exchange for the number of shares of Company Common Stock subject to Subscriber’s Company PSU Award immediately prior to the Closing (with the SEC vesting level determined assuming target performance is achieved (or such higher level if required under the terms of such Company PSU Award)), and such shares of Company Common Stock shall be treated as part Rollover Shares subject to the Subscriber Rollover Agreement; provided that the foregoing shall be subject to Subscriber paying the Company prior to the Closing an amount of cash equal to the applicable Taxes required to be withheld with respect to the vesting and/or settlement of Subscriber’s Company PSU Award.] [In furtherance of the Offering Statement. By executing this Subscription foregoing and pursuant to Section 2.2(b)(ii) of the Merger Agreement, Subscriber acknowledges that Subscriber has received this Subscription AgreementTopco shall, copies solely for administrative convenience purposes (and without altering the legal effect of the Offering Circular foregoing, including the full satisfaction of Subscriber’s rights to receive such Company PSU Consideration pursuant to Section 2.2(b)(i) of the Merger Agreement), (A) issue the PSU Topco Common Units to Subscriber in lieu of Subscriber actually receiving the Subscriber Rollover Company PSU Consideration in cash, and Offering Statement including exhibits thereto and (B) cause the Company or one of its subsidiaries to remit any other information required PSU Withholding Taxes through regular payroll procedures on or following the Closing Date and, if applicable, pay such amounts to the appropriate Governmental Body pursuant to Section 2.10 of the Merger Agreement]. Subscriber shall be deemed to have received the entire amount of Subscriber’s Company PSU Consideration [(including, for the avoidance of doubt, any PSU Withholding Taxes remitted or paid by the Company on behalf of Subscriber to make an investment decision. It is a condition the appropriate Governmental Body pursuant to Section 2.10 of the Company’s acceptance of Merger Agreement and this subscription that Section 2.1(b))] and thereafter immediately contributed the Subscriber becomes a party Rollover Company PSU Consideration to Topco in exchange for the Operating AgreementPSU Topco Common Units (the “Company PSU Award Subscription”).]
(c) The Subscriber’s subscription may [Company Stock Options. Subscriber is entitled to receive the Company Stock Option Consideration pursuant to Section 2.2(c)(i) of the Merger Agreement, net of applicable Taxes required to be accepted or rejected in whole or in partwithheld with respect to such amount (the “Stock Option Withholding Taxes”). Immediately following the Effective Time, on the terms and subject to the conditions set forth herein, Subscriber agrees, at any time prior the Subscription Closing, to purchase from Topco, and Topco agrees to issue and sell to Subscriber, a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 Common Units (whether in whole or in partthe “Stock Option Topco Common Units” [and, together with the RSU Topco Common Units and the PSU Topco Common Units,] the “New Topco Common Units”) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment equal to (or portion thereof if partially rejectedi) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder Rollover Company Stock Option Consideration [(which, for the avoidance of doubt and pursuant to the terms of Section 2.2(c)(ii) of the Merger Agreement, is an amount equal to Subscriber’s Company Stock Option Consideration net of any Stock Option Withholding Taxes)] (such [net] amount, the “Subscriber Rollover Company Stock Option Consideration” and, together with Subscriber Rollover Company RSU Consideration and the Subscriber Rollover Company PSU Consideration, the “Subscriber Rollover Consideration”), divided by (ii) the Unit Price. [In furtherance of the foregoing and pursuant to Section 2.2(c)(ii) of the Merger Agreement, subject to the approval by the Company Board or the compensation committee thereof, Subscriber shall terminateexercise (by payment of the applicable exercise price or on a net exercise basis) Subscriber’s Company Stock Options, to the extent then-outstanding, in exchange for shares of Company Common Stock subject to Subscriber’s Company Stock Options immediately prior to the Closing, and such shares of Company Common Stock shall be treated as Rollover Shares subject to the Subscriber Rollover Agreement; provided that the foregoing shall be subject to Subscriber paying the Company prior to the Closing an amount of cash equal to the applicable Taxes required to be withheld with respect to such exercise of Subscriber’s Company Stock Options.
] [In furtherance of the foregoing and pursuant to Section 2.2(c)(ii) of the Merger Agreement, Topco shall, solely for administrative convenience purposes (dand without altering the legal effect of the foregoing, including the full satisfaction of Subscriber’s rights to receive such Company Stock Option Consideration pursuant to Section 2.2(c)(i) The aggregate number of Securities sold the Merger Agreement), (A) issue the Stock Option Topco Common Units to Subscriber in lieu of Subscriber actually receiving the Subscriber Rollover Company Stock Option Consideration in cash, and (B) cause the Company or one of its subsidiaries to remit any Stock Option Withholding Taxes through regular payroll procedures on or following the Closing Date and, if applicable, pay such amounts to the appropriate Governmental Body pursuant to Section 2.10 of the Merger Agreement]. Subscriber shall not exceed 4,514,621 be deemed to have received the entire amount of Subscriber’s Company Stock Option Consideration [(including, for the avoidance of doubt, any Stock Option Withholding Taxes remitted or paid by the Company on behalf of Subscriber to the appropriate Governmental Body pursuant to Section 2.10 of the Merger Agreement and this Section 2.1(c))] and thereafter immediately contributed the Subscriber Rollover Company Stock Option Consideration to Topco in exchange for the Stock Option Topco Common Units (the “Maximum Offering”). The Company may accept subscriptions until Stock Option Subscription” and, together with the termination of Company RSU Award Subscription and the Offering in accordance with its terms (Company PSU Award Subscription, the “Termination Date”). 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 DateEquity Award Subscription”).
(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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.]
Appears in 2 contracts
Sources: Subscription Agreement (Vapotherm Inc), Subscription Agreement (Vapotherm Inc)
Subscription. (a) The undersigned (“Subscriber”) Subscriber hereby irrevocably subscribes for and agrees to purchase Series Interests from the Company, and the Company agrees to issue and sell to Subscriber upon payment of the Purchase Price, such number of Company Class A Shares as is set forth on the signature page of this Subscription Agreement (the “SecuritiesShares”), of YSMD Series Buttonwood 19-3 LLC, a registered series of a Delaware series limited liability company () at the “Company”), at a purchase price of $5.00 Purchase Price per membership interest (the “Per Security Price”), upon Share and on the terms and subject to the conditions set forth provided for herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC Subscriber acknowledges and the respective series designation, filed as Exhibits to the Offering Statement of agrees that the Company filed with reserves the SEC (right to accept or reject the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (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. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted for the Shares for any reason or rejected for no reason, in whole or in part, at any time prior to a Closing Date (as hereinafter defined)its acceptance by the Company, and the same shall be deemed to be accepted by the Company at its sole discretion. Upon the expiration only when this Subscription Agreement is signed by a duly authorized person by or on behalf of the period specified Company.
(b) Notwithstanding anything to the contrary contained in Subscriberthis Subscription Agreement, if, after the date of this Subscription Agreement, Subscriber acquires ownership of Company Class A Shares in the open market or in privately negotiated transactions with third parties (along with any related rights to redeem or convert such Company Class A Shares in connection with any redemption conducted by the Company in accordance with the Company’s state for notice filings before sales may be made organizational documents and the IPO Prospectus (as defined below) in such state, if any, conjunction with the subscription may no longer be revoked at Transaction Closing (the option “Closing Redemption”) or in conjunction with an amendment of the Subscriber. In additionCompany’s organizational documents to extend its deadline to consummate its Business Combination (as defined below) (an “Extension Redemption”, and the Closing Redemption or any Extension Redemption, a “Redemption”)) prior to the Company’s meeting of shareholders to approve the Transaction (the “Transaction Meeting”) and Subscriber does not redeem or convert such Company Class A Shares in connection with any Redemption (including revoking or reversing any previously submitted redemption demand or conversion elections made with respect to such Company Class A Shares) (any such Company Class A Shares, at its sole discretion“Non-Redeemed Shares”), may allocate to Subscriber only a portion of the number of Securities Shares for which Subscriber is obligated and 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 the right to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). 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) to Investor is not consummated for any reason, purchase under this Subscription Agreement will be reduced by the number of Non-Redeemed Shares; provided, that promptly upon the Company’s request, Subscriber shall have no force or effect provide the Company with respect documentary evidence reasonably requested by the Company to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effectevidence such Non-Redeemed Shares.
Appears in 2 contracts
Sources: Subscription Agreement (Logistic Properties of the Americas), Subscription Agreement (Two)
Subscription. (a) a. The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCMaverick Energy Group, Ltd., a registered series of a Delaware series limited liability company Nevada corporation (the “Company”), at a purchase price of $5.00 0.50 per membership interest share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription purchase requirement per investor is 20,000 Offered Shares ($2010,000); however, or 4 Units. The rights of we can waive the membership interest are as set forth minimum purchase requirement on a case-by-case basis in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)our sole discretion.
(b) b. Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (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 Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) c. 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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) d. The aggregate number of Securities sold shall not exceed 4,514,621 40,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until the termination of date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with its terms 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 offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
Appears in 2 contracts
Sources: Subscription Agreement (Maverick Energy Group, Ltd.), Subscription Agreement (Maverick Energy Group, Ltd.)
Subscription. (a) The undersigned (the “SubscriberPurchaser”) hereby irrevocably subscribes for and agrees to purchase Series Interests shares (the “SecuritiesShares”)) of common stock, par value $0.001 per share, of YSMD Series Buttonwood 19-3 LLCFortune Nickel and Gold Inc., a registered series of a Delaware series limited liability company New York corporation (the “Company”), . Such purchases shall be made at a purchase price of $5.00 0.10 per membership interest share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is purchase that may be made by any Purchaser shall be $20, or 4 Units200. Purchases for investment below the minimum investment amount may be accepted at the discretion of the Company. The rights purchase price of the membership interest are as set forth each Share is payable in the Operating manner provided in Section 2(a) below. The Shares being subscribed for under this Subscription Agreement of YSMD, LLC and the respective series designation, filed subscribed for herein are sometimes referred to herein as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering StatementSecurities.”).
(b) Subscriber Purchaser understands that the Securities are being offered pursuant to an offering circular dated ______________August 2, 2022 2024 (the “Offering Circular”) ), filed with the SEC as part of the an Offering Statement. By executing this Subscription Agreementsubscribing to the Offering, Subscriber Purchaser acknowledges that Subscriber Purchaser has received this Subscription Agreement, copies and reviewed a copy of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber Purchaser to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party decision with respect to the Operating AgreementSecurities.
(c) The SubscriberPurchaser’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing the Termination Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber Purchaser only a portion of the number of Securities Subscriber the Shares that Purchaser has subscribed forto purchase hereunder. The Company will notify Subscriber Purchaser whether this subscription is accepted (whether in whole or in part) or rejected. If SubscriberPurchaser’s subscription is rejected, SubscriberPurchaser’s payment (or portion thereof if partially rejected) will be returned to Subscriber Purchaser without interest and all of SubscriberPurchaser’s obligations hereunder shall terminate.
(d) The aggregate number of Securities shares of Shares that may be sold by the Company in this offering shall not exceed 4,514,621 20,000,000 shares (the “Maximum OfferingShares”). The There is no minimum required offering amount and the Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, offering on various dates at or prior to the Termination Date (each a “Closing DateClosing”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities Shares (or any portion thereof) to Investor Purchaser is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(g) The terms of this Subscription Agreement shall be binding upon Purchaser and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Purchaser, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 2 contracts
Sources: Subscription Agreement (Fortune Nickel & Gold Inc), Subscription Agreement (Fortune Nickel & Gold Inc)
Subscription. (a) The undersigned person executing this Agreement (“Subscriber”) hereby irrevocably subscribes for and agrees (subject to a minimum purchase of ten (10) shares) to purchase Series Interests shares for a total consideration of $ thousand dollars (“Purchase Price”) of Class A Non-Voting Preferred Shares, $1,000.00 par value per share (such shares, the “SecuritiesPreferred Shares,” and such share, the “Share”), of YSMD Series Buttonwood 19-3 LLCTuscan Gardens Senior Living Communities, Inc., a registered series of a Delaware series limited liability company Florida corporation (the “Company”), at a purchase price of $5.00 1,000.00 per membership interest Preferred Share (the “Per Security Subscription Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are Preferred Share is being offered pursuant to an offering circular dated ______________December 1, 2022 2018 (the “Offering Circular”) ), filed with the SEC as part of the Company’s Offering Statement on Form 1-A (the “Offering Statement”) in connection with the Company’s offering of up to $50,000,000 of Class A Non-Voting Preferred Shares (the “Offering”). By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including the exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 no payment (or portion thereof if partially rejected) will be returned made by Subscriber to Subscriber without interest the Company and all of Subscriber’s obligations hereunder relating to the rejected subscription shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close accept all or any portion of this offering, Offering on various dates at or prior to the Termination Date (each each, a “Closing Date”).
(e) In the event of rejection of this subscription in its entiretysubscription, or in the event the sale of the Securities (or any portion thereof) to Investor Preferred Share is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.
Appears in 2 contracts
Sources: Subscription Agreement (Tuscan Gardens Senior Living Communities, Inc.), Subscription Agreement (Tuscan Gardens Senior Living Communities, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCMC Endeavors, Inc., a registered series of a Delaware series limited liability company Nevada corporation (the “Company”), at a purchase price of $5.00 0.____ per membership interest share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits 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 ______________, 2022 (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 Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 4,514,621 1,000,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until the termination of date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with its terms 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 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
Appears in 2 contracts
Sources: Subscription Agreement (MC Endeavors, Inc.), Subscription Agreement (MC Endeavors, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees 1.1 Subject to purchase Series Interests (the “Securities”), of YSMD Series Buttonwood 19-3 LLC, a registered series of a Delaware series limited liability company (the “Company”), at a purchase price of $5.00 per membership interest (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20of this Agreement, the Issuer agrees to issue the Bonds and each Manager severally, and not jointly, agrees to subscribe and pay for, or 4 Units. The rights to procure subscriptions and payment for, the principal amount of the membership interest are Bonds set out against its name as set forth its underwriting commitment in Schedule 1 hereto on 25 February 2016, or such later date, not being later than 10 March 2016, as the Operating Agreement of YSMD, LLC Issuer and the respective series designation, filed as Exhibits Managers may agree (the Closing Date) at a subscription price of 100 per cent. of the principal amount of the Bonds (the Subscription Price).
1.2 The Issuer confirms that:
(a) it has authorised the Managers to offer Bonds on its behalf for subscription at the Subscription Price subject to the Offering Statement provisions of the Company filed with the SEC (the “Offering Statement”).Clause 7;
(b) Subscriber understands that the Securities are being offered pursuant Issuer has approved the arrangements made on its behalf by the Managers for announcements in respect of the Bonds to an offering circular dated ______________, 2022 be published on such dates and in such newspapers or other publications as it may agree.
1.3 If either Manager shall fail on the Closing Date to subscribe and pay for any of the Bonds which it is obliged to subscribe and pay for under this Agreement (the “Offering Circular”Defaulted Bonds), the non-defaulting Manager shall have the right but not the obligation, within 48 hours thereafter, to subscribe and pay for all, but not less than all, of the Defaulted Bonds upon the terms herein set forth; if, however the non-defaulting Manager shall not have completed such arrangements within such 48 hour period, then:
(a) filed with if the SEC as principal amount of Defaulted Bonds does not exceed 10 per cent. of the aggregate principal amount of Bonds to be subscribed and paid for on such date, the non-defaulting Manager shall be obliged to subscribe and pay for the full principal amount thereof; or
(b) if the principal amount of Defaulted Bonds exceeds 10 per cent. of the aggregate principal amount of Bonds to be subscribed and paid for on such date, this Agreement shall terminate without any liability on the part of the Offering Statementnon-defaulting Manager. By executing No action taken pursuant to this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies Clause 1.3 shall relieve a defaulting Manager from liability in respect of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decisionits default. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 4,514,621 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). 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 any such default which does not result in a termination of this subscription Agreement, the non-defaulting Manager or the Issuer shall have the right to postpone the Closing Date for a period not exceeding seven days in its entiretyorder to effect any consequential changes in the documents or arrangements relating to the offering of the Bonds. Upon this Agreement terminating in accordance with the provisions of sub-clause 1.3(b) above, it shall be of no further effect and no party shall be under any liability to any other in respect of this Agreement, save in respect of the liability of any defaulting Manager as provided in the previous paragraph and except that (i) the Issuer shall remain liable for the payment of all costs and expenses referred to in Clause 4 and already incurred or incurred in consequence of such termination, (ii) any liability arising before or in relation to such termination shall not be affected by the event provisions of this Clause and (iii) the sale provisions of the Securities (or any portion thereof) Clauses 5.4, and 9 to Investor is not consummated for any reason, 11 of this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in full force and effect.
1.4 The Conditions will be set out in the Trust Deed (subject as stated therein) and will, on the date hereof, be in a form substantially agreed by the parties hereto, as initialled for identification purposes by ▇▇▇▇▇ & Overy LLP and Linklaters LLP, with such amendments (if any) as may be agreed in writing between the Issuer and the Managers following the date hereof.
1.5 In connection with the issue and offering of the Bonds, the Managers and any of their respective Affiliates, each acting as an investor for its own account, may take up Bonds and in that capacity may retain, purchase or sell Bonds and any other securities of the Issuer or related investments for their own account and may offer or sell such securities or other investments otherwise than in connection with the issue and offering of the Bonds. Accordingly, references in this document to the Bonds being offered or placed should be read as including any offering or placement of securities to the Managers and any of their respective Affiliates acting in such capacity. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so. Each Manager may perform all or any of the functions expressed to be performed by it under this Agreement through any Affiliate. For the purpose of this Agreement, unless the context otherwise requires, Affiliate means, with respect to a given person, any person controlling, controlled by or under common control with that person from time to time (and its respective directors, officers, employees and agents from time to time).
1.6 Without prejudice to the obligations owed by the Managers to the Issuer under this Agreement, by executing this Agreement, each of the Managers hereby agrees to be bound by the provisions of the ICMA Agreement Among Managers English Law Version 2 (Managers Only Equity-Related Issues) (the AAM), save that Clause 3 of the AAM shall not apply and any reference to “Lead Manager” and/or to “Managers” therein shall be deemed to be a reference to the Managers.
Appears in 2 contracts
Sources: Subscription Agreement (Vodafone Group Public LTD Co), Subscription Agreement (Vodafone Group Public LTD Co)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCBacTech Environmental Corporation, a registered series of a Delaware series limited liability company an Ontario Canada corporation (the “Company”), at a purchase price of $5.00 0.00___ per membership interest share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription purchase requirement per investor is ________________ Offered Shares ($20__,000); however, or 4 Units. The rights of we can waive the membership interest are as set forth minimum purchase requirement on a case-by-case basis in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)our sole discretion.
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (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 Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 4,514,621 100,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until the termination of date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with its terms 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 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
Appears in 2 contracts
Sources: Subscription Agreement (BacTech Environmental Corp), Subscription Agreement (BacTech Environmental Corp)
Subscription. (a) The undersigned person executing this Agreement (“Subscriber”) hereby irrevocably subscribes for and agrees (subject to a minimum purchase of ten (10) shares) to purchase Series Interests shares for a total consideration of $ thousand dollars (“Purchase Price”) of Class A Non-Voting Preferred Shares, $1,000.00 par value per share (such shares, the “SecuritiesPreferred Shares,” and such share, the “Share”), of YSMD Series Buttonwood 19-3 LLCTuscan Gardens Senior Living Communities, Inc., a registered series of a Delaware series limited liability company Florida corporation (the “Company”), at a purchase price of $5.00 1,000.00 per membership interest Preferred Share (the “Per Security Subscription Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are Preferred Share is being offered pursuant to an offering circular dated ______________August 1, 2022 2019 (the “Offering Circular”) ), filed with the SEC as part of the Company’s Offering Statement on Form 1-A (the “Offering Statement”) in connection with the Company’s offering of up to $50,000,000 of Class A Non-Voting Preferred Shares (the “Offering”). By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including the exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 no payment (or portion thereof if partially rejected) will be returned made by Subscriber to Subscriber without interest the Company and all of Subscriber’s obligations hereunder relating to the rejected subscription shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close accept all or any portion of this offering, Offering on various dates at or prior to the Termination Date (each each, a “Closing Date”).
(e) In the event of rejection of this subscription in its entiretysubscription, or in the event the sale of the Securities (or any portion thereof) to Investor Preferred Share is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.
Appears in 2 contracts
Sources: Subscription Agreement (Tuscan Gardens Senior Living Communities, Inc.), Subscription Agreement (Tuscan Gardens Senior Living Communities, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCStartEngine Crowdfunding, Inc., a registered series of a Delaware series limited liability company Corporation (the “Company”), at a purchase price of $5.00 [____] per membership interest share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units500. The rights of the membership interest Common Stock are as set forth in Sixth Amended and Restated Certificate of Incorporation and Bylaws included in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits 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 [______________, 2022 ] (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. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 4,514,621 [_________] (the “Maximum Offering”). , [________] of which are being sold by certain of the Company’s existing stockholders (collectively, the “Selling Stockholders”).. The Company may accept subscriptions until [_______________], unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms 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 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 2 contracts
Sources: Common Stock Subscription Agreement (Startengine Crowdfunding, Inc.), Common Stock Subscription Agreement (Startengine Crowdfunding, Inc.)
Subscription. (a) The undersigned (“Subscriber”) Subscriber hereby irrevocably subscribes for and agrees commits to purchase Series Interests _____________ shares (the “SecuritiesShares”), ) of YSMD Series Buttonwood 19-3 LLC, Class _________ Stock of the Company (Class A must subscribe to a registered series minimum of a Delaware series limited liability company (the “Company”2,500 shares), at a purchase price of $5.00 4.00 per membership interest (the “Per Security Price”)share, upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights for a total purchase price of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits 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 $ _____________________ , 2022 upon the terms and conditions set forth herein (the or this “Subscription”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.” (b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated November _____________ , 20176, with exhibits (the “Offering Circular”) ), as filed with the SEC as part SEC. A full description of the Securities and the Offering Statementis set forth in the Offering Circular. By executing this Subscription Agreementsubscribing to the Offering, the Subscriber acknowledges that Subscriber he/she/it has received this Subscription Agreement, copies and reviewed a copy of the Offering Circular and Offering Statement including exhibits thereto and any other information required requested by the Subscriber in writing to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party decision with respect to the Operating AgreementSecurities.
(c) The Subscriber’s subscription This Subscription may be accepted or rejected rejected, in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at in its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at in its sole discretion, may allocate to the Subscriber only a portion of the number of Securities Subscriber has Shares subscribed for. The Company will notify the Subscriber whether this subscription Subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If Subscriber’s subscription the Subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber him/her/it without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The aggregate maximum number of Securities shares of the Company’s common stock that may be sold in this Offering shall not exceed 4,514,621 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum OfferingShares”). The Company may accept subscriptions until twelve months following the termination date of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with its terms applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the set an earlier Termination Date (each a “Closing Date”)and end the Offering. No minimum number of shares is required to be sold.
(e) In the event of a rejection of this subscription Subscription in its entirety, or in the event the sale of the Securities Shares (or any portion thereof) to Investor the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advance, an agreement acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Agreement.
Appears in 2 contracts
Sources: Common Stock Subscription Agreement, Common Stock Subscription Agreement (Feel the World, Inc.)
Subscription. (a) The undersigned (“Subscriber”) Investor hereby irrevocably subscribes for and agrees to purchase shares of Series Interests B Non-Voting Preferred Stock, par value $0.001 per share (the “Securities”), of YSMD Series Buttonwood 19-3 LLCWayBetter, Inc., a registered series corporation incorporated in the state of a Delaware series limited liability company (the “Company”), at a purchase price of $5.00 1.00 per membership interest share of Series B Non-Voting Preferred 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 minimum subscription is $20, or 4 Units. The rights of the membership interest Series B Non-Voting Preferred Stock are as set forth in the Operating Agreement Amended and Restated Certificate of YSMDIncorporation set forth as Exhibit 2.1 of the Offering Statement.
(b) By subscribing to the Offering, LLC and the respective series designationInvestor acknowledges that Investor has received this Subscription Agreement, filed as Exhibits to a copy of 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 ______________, 2022 (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 reasonably required by the Subscriber Investor to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The SubscriberIn the event Company chooses to reject this subscription, Company shall deliver written notice to North Capital Private Securities Corporation (“NCPS”) demonstrating Company’s subscription may be accepted or rejected in whole or in part, at any time prior intent to a Closing Date (as hereinafter defined), by the Company at its sole discretiondo so. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber Investor only a portion of the number of Securities Subscriber Investor has subscribed for. The Company will notify Subscriber Investor whether this subscription is accepted (whether in whole or in part) or rejected. Investor’s subscription shall be deemed to be accepted by the Company only when a duly authorized officer of the Company delivers notice to NCPS and Investor at a Closing. If SubscriberInvestor’s subscription is rejected, SubscriberInvestor’s payment (or portion thereof if partially rejected) will be returned to Subscriber Investor without interest and all of SubscriberInvestor’s obligations hereunder shall terminate. Notwithstanding anything in this Subscription Agreement to the contrary, the Company shall have no obligation to issue any of the Securities to any person who is a resident of a jurisdiction in which the issuance of Securities to such person would constitute a violation of the securities, "blue sky" or other similar laws of such jurisdiction.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 20,000,000 (the “Maximum Offering”). The Company may accept subscriptions until February [__], 2017, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Units (the “Termination Date”). 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
Appears in 2 contracts
Sources: Subscription Agreement (WayBetter, Inc.), Subscription Agreement (WayBetter, Inc.)
Subscription. (a) The undersigned person executing this Agreement (“Subscriber”) hereby irrevocably subscribes for and agrees (subject to a minimum purchase of ten (10) shares) to purchase Series Interests shares for a total consideration of $ thousand dollars (“Purchase Price”) of Class A Non-Voting Preferred Shares, $1,000.00 par value per share (such shares, the “SecuritiesPreferred Shares,” and such share, the “Share”), of YSMD Series Buttonwood 19-3 LLCTuscan Gardens Senior Living Communities, Inc., a registered series of a Delaware series limited liability company Florida corporation (the “Company”), at a purchase price of $5.00 1,000.00 per membership interest Preferred Share (the “Per Security Subscription Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are Preferred Share is being offered pursuant to an offering circular dated ______________October 1, 2022 2018 (the “Offering Circular”) ), filed with the SEC as part of the Company’s Offering Statement on Form 1-A (the “Offering Statement”) in connection with the Company’s offering of up to $50,000,000 of Class A Non-Voting Preferred Shares (the “Offering”). By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including the exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 no payment (or portion thereof if partially rejected) will be returned made by Subscriber to Subscriber without interest the Company and all of Subscriber’s obligations hereunder relating to the rejected subscription shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close accept all or any portion of this offering, Offering on various dates at or prior to the Termination Date (each each, a “Closing Date”).
(e) In the event of rejection of this subscription in its entiretysubscription, or in the event the sale of the Securities (or any portion thereof) to Investor Preferred Share is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.
Appears in 2 contracts
Sources: Subscription Agreement (Tuscan Gardens Senior Living Communities, Inc.), Subscription Agreement (Tuscan Gardens Senior Living Communities, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests membership interests, which we refer to herein as shares (the “Securities”)) of Series Music, a Series of YSMD Series Buttonwood 19-3 StartEngine Collectibles Fund I LLC, a registered series of a Delaware series limited liability company (the “Company”), at a purchase price of $5.00 10.00 per membership interest share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20500, or 4 Units50 shares. The rights and preferences of the membership interest shares are as set forth in the Operating Limited Liability Company Agreement of YSMDStartEngine Collectibles Fund I LLC dated January 5, LLC 2021 as amended from time to time (the “Operating Agreement”) and the respective series designation, Series Designation for Series Music filed as Exhibits Exhibit 2.2 and Exhibit 2.3, respectively, 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 ______________, 2022 [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreementsubscribing to the Offering, 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. It is a condition of Effective upon the Company’s acceptance of this subscription that Subscription Agreement, the Subscriber becomes shall be a member of the Company, and the Subscriber agrees to adhere to and be bound by, the terms and conditions of the Operating Agreement as if the Subscriber were a party to it (and grants to the Operating AgreementAdministrative Manager the power of attorney described therein).
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 4,514,621 $10,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 2 contracts
Sources: Subscription Agreement (StartEngine Collectibles Fund I LLC), Subscription Agreement (StartEngine Collectibles Fund I LLC)
Subscription. 3.1 Subject to the fulfilment of the Conditions, the Vendor agrees to subscribe as principal, and the Company agrees to allot and issue, the Subscription Shares at the Subscription Price on the Subscription Completion Date. The Subscription Shares shall be fully paid, free from all Encumbrances and shall rank pari passu in all respects with the Shares in issue prior to the Subscription Completion Date and in particular will rank in full for all dividends and other distributions declared, made or paid at any time after the Subscription Completion Date.
3.2 The Subscription Completion is conditional upon:
(a) The undersigned (“Subscriber”) hereby irrevocably subscribes for the Listing Committee of the Stock Exchange granting listing of and agrees permission to purchase Series Interests deal in all of the Subscription Shares (the “SecuritiesRegulatory Condition”); and
(b) the Placing Completion having occurred pursuant to the terms of this Agreement, (together, the “Conditions”).
3.3 The Company shall use its best endeavours to procure the fulfilment of YSMD Series Buttonwood 19-the Regulatory Condition and in particular, shall furnish such information, supply such documents, pay such fees, give such undertakings and do all such acts and things as may be reasonably required by the Stock Exchange in connection with the fulfilment of the Regulatory Condition. The Company shall immediately notify the Vendor upon fulfilment of the Regulatory Condition by providing a copy of the relevant letter from the Stock Exchange.
3.4 If any of the Conditions are not fulfilled within 30 days after the date of this Agreement, or such later date as may be agreed in writing between the Company and the Vendor, the obligations of the Company and the Vendor under this Clause 3 LLCshall terminate and none of the parties shall have any claim against the others for costs, a registered series damages, compensation or otherwise provided in this Agreement in respect of a Delaware series limited liability company the Subscription.
3.5 The price for the Subscription Shares shall be an amount of HK$740,515,867 (the “Company”), at a purchase price of $5.00 per membership interest (the “Per Security Subscription Price”), upon representing a price per Subscription Share of HK$4.8106, which shall be payable by the terms Vendor to the Company on the Subscription Completion.
3.6 At the Subscription Completion:
(a) the Company shall:
(i) allot and conditions set forth herein. The minimum subscription is $20, issue to the Vendor the Subscription Shares and shall promptly thereafter register the Vendor or 4 Units. The rights such person as the Vendor may nominate as the holder of the membership interest are as set forth Subscription Shares and shall cause to be delivered to the Vendor definitive certificates of title in respect of the Subscription Shares in the Operating name of the Vendor or the Vendor’s nominee;
(ii) deliver to the Vendor certified copies of the resolutions of the Board approving this Agreement of YSMD, LLC and the respective series designationtransactions contemplated hereunder, filed as Exhibits to including the Offering Statement allotment of the Company filed with the SEC (the “Offering Statement”).Subscription Shares pursuant to this Clause 3; and
(b) Subscriber understands that the Securities are being offered pursuant Vendor shall make or procure the making of payment in Hong Kong dollars for value on the Subscription Completion Date to the Company of an offering circular dated ______________, 2022 amount equal to (i) the “Offering Circular”Subscription Price less (ii) filed the expenses properly incurred by it (if any) in connection with the SEC as part of Placing and 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. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating AgreementBank Account.
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 4,514,621 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.
Appears in 2 contracts
Sources: Placing and Subscription Agreement, Placing and Subscription Agreement
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests (the “Securities”), of YSMD [SERIES NAME], a Series Buttonwood 19-3 of Here Collection LLC, a registered series of a Delaware series limited liability company (the “Company”), at a purchase price of $5.00 1.00 per membership interest (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20100, or 4 100 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, Here Collection LLC and the respective series designation, filed as Exhibits 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 ______________, 2022 (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. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 4,514,621 [___] (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.
Appears in 2 contracts
Sources: Subscription Agreement (Here Collection LLC), Subscription Agreement (Here Collection LLC)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees Subject to purchase Series Interests (the “Securities”), of YSMD Series Buttonwood 19-3 LLC, a registered series of a Delaware series limited liability company (the “Company”), at a purchase price of $5.00 per membership interest (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20hereof, or 4 Units. The rights Subscriber hereby agrees to subscribe for and purchase, and the Issuer hereby agrees to issue and sell to Subscriber, upon the payment of the membership interest are as set forth in Purchase Price, the Operating Agreement of YSMDAcquired Shares (such subscription and issuance, LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering StatementSubscription”).
; provided, however, [(b) Subscriber understands that i)] the Securities are being offered pursuant to an offering circular dated ______________, 2022 (the “Offering Circular”) filed with the SEC as part number 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 Acquired Shares shall be reduced by one share for every $10.20 paid by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party pursuant to the Operating Agreement.
Convertible Financing[, (cii) The Subscriber’s subscription the number of Acquired Shares may be accepted or rejected reduced, in whole or an amount to be determined by Subscriber in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate by up to Subscriber only a portion one share for every $20.40 of Issuer Cash (as defined below) above $120,000,000, to the extent the Issuer has cash and cash equivalents (“Issuer Cash”) in an aggregate amount not less than $120,000,000, including, without duplication, (A) the cash available to NETC from the Trust Account (as defined below) (after giving effect to the redemption of any shares of Class A common stock, par value $0.0001 per share of NETC by the stockholders of NETC), (B) cash and cash equivalents held by the Issuer and the Issuer’s subsidiaries as of immediately prior to the closing of the Business Combination, (C) any amounts or proceeds received pursuant to the Convertible Financing in connection with the closing of the Business Combination (for the avoidance of doubt, excluding any amounts which have been previously funded prior to the closing of the Business Combination, except to the extent such amounts are held by the Issuer and the Issuer’s subsidiaries as of immediately prior to the closing of the Business Combination), (D) any amounts or proceeds received from certain additional investors entering into subscription agreements with NETC and the Issuer to subscribe for and purchase Convertible Notes (the “Additional Notes Subscription Agreements”), and (E) any amounts or proceeds received pursuant to the this Subscription Agreement and the Other Subscription Agreements in connection with the closing of the Business Combination, and after giving effect to the payment of any Outstanding Company Transaction Expenses (as defined in the Business Combination Agreement) and Outstanding SPAC Transaction Expenses (as defined in the Business Combination), and [(iii)] in the event that the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription Acquired Shares is accepted reduced pursuant to clause (whether in whole i) [or in part) or rejected. If Subscriber’s subscription is rejected(ii)] above, Subscriber’s payment (or portion thereof if partially rejected) will there shall 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 4,514,621 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). 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 corresponding reduction in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effectPurchase Price.]
Appears in 2 contracts
Sources: Subscription Agreement (Nabors Energy Transition Corp.), Subscription Agreement (Nabors Energy Transition Corp.)
Subscription. (a) The By executing this Subscription Agreement, the undersigned (referred to in this Subscription Agreement as “Subscriber” or “I”) hereby irrevocably subscribes for and agrees to purchase Series Interests (the “Securities”)Securities of ▇▇▇▇▇▇▇ Realty Trust, of YSMD Series Buttonwood 19-3 LLCInc., a registered series of a Delaware series limited liability company Maryland corporation (referred to as the “Company”), at a purchase price of $5.00 10.00 per membership interest share (the “Per Security Price”), upon the terms and conditions set forth hereinin this Agreement. The minimum subscription is $20, or 4 Units500. The rights of the membership interest Class A Common Stock are as set forth in the Operating Agreement Amended and Restated Articles of YSMD, LLC and the respective series designationIncorporation, filed as Exhibits an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands I understand that the Securities are being offered pursuant to an offering circular dated ______________February 12, 2022 2019 (the “Offering Circular”) and filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges I acknowledge that Subscriber has I have received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto exhibits, and any other information required by the Subscriber me to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s My subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defineddefined below), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber me only a portion of the number of Securities Subscriber has I have subscribed for. The Company will notify Subscriber me whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s my subscription is rejected, Subscriber’s my payment (or portion thereof of it if partially rejected) will be returned to Subscriber me without interest and all of Subscriber’s my obligations hereunder under this Subscription Agreement shall terminate.
(d) The aggregate number of Securities sold in the offering shall not exceed 4,514,621 5,000,000 (the “Maximum Offering”). The Company may accept subscriptions until February 12, 2020, unless that period is extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such additional period as is required to sell the Maximum Offering (the “Termination Date”). 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 being referred to as 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 thereofportion) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which those provisions that are identified as surviving termination. Those provisions shall remain in full force and effecteffect following termination.
Appears in 2 contracts
Sources: Subscription Agreement (Steward Realty Trust, Inc.), Subscription Agreement (Steward Realty Trust, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests (the “Securities”), of YSMD Series Buttonwood 19-3 A, a Series of YSMD, LLC, a registered series of a Delaware series limited liability company (the “Company”), at a purchase price of $5.00 per membership interest (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20500, or 4 100 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits 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 ______________, 2022 (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. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 4,514,621 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.
Appears in 2 contracts
Sources: Subscription Agreement (Ysmd, LLC), Subscription Agreement (Ysmd, LLC)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCB2Digital, Inc., a registered series of a Delaware series limited liability company corporation (the “Company”), at a purchase price of $5.00 0.0064 per membership interest share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits 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 ______________, 2022 (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 Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 4,514,621 600,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until the termination of date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with its terms 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 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
Appears in 2 contracts
Sources: Subscription Agreement (B2Digital, Inc.), Subscription Agreement (B2Digital, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests shares of Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCQuadrant Biosciences Inc., a registered series of a Delaware series limited liability company Corporation (the “Company”), at a purchase price of $5.00 3.00 per membership interest share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units350. The rights of the membership interest shares of Common Stock are as set forth in the Operating Agreement Company’s Amended and Restated Certificate of YSMD, LLC Incorporation and the respective series designation, Bylaws filed as Exhibits 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 [______________, 2022 ] (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. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Amended and Restated Stockholders’ Agreement (the “Stockholders’ Agreement”) filed as an Exhibit to the Offering Statement, and Subscriber’s execution of this Subscription Agreement also constitutes an acceptance of the terms of, and an effective execution by the Subscriber of, the Stockholders’ Agreement.
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 4,514,621 5,000,000 shares of Common Stock (the “Maximum Offering”). The Company may accept subscriptions until [_____________], unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms 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 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber in, and all the terms of, this Subscription Agreement.
Appears in 2 contracts
Sources: Subscription Agreement (Quadrant Biosciences Inc), Subscription Agreement (Quadrant Biosciences Inc)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests a unit or units (the “SecuritiesUnits”), ) of YSMD Series Buttonwood 19-3 LLC, a registered series of a Delaware series limited liability company (the “Company”), Company at a purchase price of $5.00 0.75 per membership interest Unit (the “Per Security Unit Price”), ) upon the terms and conditions set forth hereinherein (the “Offering”). The minimum subscription is Each Unit shall consist of the following:
(i) 3 shares of the common stock, $20, or 4 Units.0001 par value (the “Common Stock”) of the Company; and,
(ii) 1 purchase warrant with each whole Warrant entitling the holder to each whole Warrant entitling the holder rights to purchase 1 Share at a purchase price equal to $0.50 for a period of 5 years from the date of issuance (the “Warrant”). The rights of the membership interest Units, and the Common Stock shares and Warrants underlying such Units (collectively, the “Securities”), are as set forth in the Operating Agreement of YSMDOffering Circular on Form 1-A, LLC and the respective series designationas amended, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities Units are being offered pursuant to an offering circular dated ______________, 2022 _________________ (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 Statement, including exhibits thereto the Exhibits thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Units 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 relating to the rejected portion of the subscription shall terminate.
(d) The aggregate number of Securities Units sold shall not exceed 4,514,621 1,200,000 Units (the “Maximum OfferingNumber of Units”). The Company may accept subscriptions until _____________________________, unless the termination earliest of extended by the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations (the “Termination Date”)) or until the Maximum Number of Units under the Offering are sold. The Company may elect at any time to close all or any portion of this offeringOffering, 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 Units (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 2 contracts
Sources: Subscription Agreement (CannAssist International Corp), Subscription Agreement (CannAssist International Corp)
Subscription. (a) The undersigned (“Subscriber”) Subject to the terms and conditions set forth in this Agreement, each Subscriber hereby irrevocably subscribes for and agrees to purchase Series Interests (from the “Securities”)Company the number of shares of Common Stock of the Company set forth opposite its name on the signature page hereto, less the number of YSMD Series Buttonwood 19-3 LLC, a registered series of a Delaware series limited liability company (the “Company”)Backstop Shares purchased by it pursuant to Section 2 hereof, at a purchase price equal to per share redemption price payable to holders of $5.00 per membership interest Common Stock who elect to redeem their shares in the manner described in the Proxy Statement (the “Per Security Redemption Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designationCompany agrees to sell such shares to each such Subscriber at such price (the shares of Common Stock to be so sold, filed as Exhibits the “Subject Shares”), subject to the Offering Statement Company’s right to determine not to consummate such sale if the Merger Closing does not occur. For the avoidance of doubt, if the Company filed Merger Closing does not occur, then the Subscribers’ obligations to purchase, and the Company’s obligation to issue, shares pursuant to the foregoing sentence are extinguished. Any such purchase shall be consummated simultaneously with the SEC (the “Offering Statement”)Merger Closing.
(b) In consideration of the Subscribers consummation of the Backstop Purchase (whether through the purchase of Open Market Shares, Private Purchase Shares and/or Subject Shares), promptly following the Merger Closing, for no additional consideration the Company shall issue to each Subscriber understands that the Securities are being offered pursuant number of warrants to an offering circular purchase one-half of one share of Common Stock, which warrants shall have the same terms as the “public warrants” issued under the Warrant Agreement, dated ______________July 7, 2022 2016 (the “Offering CircularWarrant Agreement”) filed with ), by and between the SEC Company and Continental Stock Transfer & Trust Company, as part Warrant Agent (the “Warrants”), which Warrants may be used under such Warrant Agreement or one containing substantially the same terms. Alternatively, at the sole election of the Offering Statement. By executing this Subscription AgreementSponsor, Sponsor and/ or its affiliates may transfer such number of public warrants to each 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. It is a condition in lieu of the Company’s acceptance obligation to issue such number of this subscription that Subscriber becomes a party Warrants. The Company’s obligation to issue the Warrants shall be subject to the Operating Agreement.
(c) 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. Upon the expiration consummation of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option purchase of the Subscriber. In addition, Subject Shares in the Company, at its sole discretion, may allocate Common Offering pursuant 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 4,514,621 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). 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”Section 3(a).
(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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.
Appears in 2 contracts
Sources: Subscription and Backstop Agreement (M III Acquisition Corp.), Subscription and Backstop Agreement (M III Acquisition Corp.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests shares of Class AAA Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCMode Mobile, Inc., a registered series of a Delaware series limited liability company corporation (the “Company”), at a purchase price of $5.00 0.50 per membership interest share of Class AAA Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $201,000.00, or 4 Units2,000 shares of Class AAA Common Stock. The rights and preferences of the membership interest Class AAA Common Stock are as set forth in the Operating Agreement Company’s Amended and Restated Certificate of YSMDIncorporation, LLC and the respective series designationas amended, filed as Exhibits an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Company will assess a processing fee of 2% of the value of the Securities 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 ______________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering StatementStatement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription AgreementAgreement as provided herein, Subscriber acknowledges that Subscriber has received access to 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. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(cd) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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.
(de) The aggregate number of Securities sold shall not exceed 4,514,621 106,633,874 (the “Maximum Offering”) composed of 66,095,230 shares to be sold by the Company, 17,772,312 shares that may be issued for no additional consideration as Bonus Shares (as defined in the Offering Circular), and up to 22,766,332 shares that may be sold by selling securityholders. The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). 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”).
(ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement.
Appears in 2 contracts
Sources: Subscription Agreement (Mode Mobile, Inc.), Subscription Agreement (Mode Mobile, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests (the “Securities”), of YSMD Series Buttonwood 1921-3 2 LLC, a registered series of a Delaware series limited liability company (the “Company”), at a purchase price of $5.00 per membership interest (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20100, or 4 20 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits 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 ______________, 2022 2024 (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. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 4,514,621 559,091 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.
Appears in 2 contracts
Sources: Subscription Agreement (Ysmd, LLC), Subscription Agreement (Ysmd, LLC)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCBEAR VILLAGE, INC., a registered series of a Delaware series limited liability company Wyoming Corporation (the “Company”), at a purchase price of $5.00 5 per membership interest share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units500. The Common Stock being subscribed for under this Subscription Agreement (“Common Stock” also referred to as the “Securities”). The rights and preferences of the membership interest Common Stock are as set forth in the Operating Agreement Amended and Restated Certificate of YSMD, LLC and the respective series designation, filed Incorporation included as Exhibits Exhibit 2.1 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 [______________, 2022 ] (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. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 4,514,621 10,000,000 (the “Maximum Offering”). The Company may accept subscriptions until [______________], unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms 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 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 2 contracts
Sources: Subscription Agreement (Bear Village, Inc.), Subscription Agreement (Bear Village, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests (the “Securities”), of YSMD [SERIES NAME], a Series Buttonwood 19-3 of Getaway Collection LLC, a registered series of a Delaware series limited liability company (the “Company”), at a purchase price of $5.00 100 per membership interest (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $201,000, or 4 100 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, Getaway Collection LLC and the respective series designation, filed as Exhibits 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 ______________, 2022 (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. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 4,514,621 [_] (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.
Appears in 2 contracts
Sources: Subscription Agreement (Getaway Collection LLC), Subscription Agreement (Getaway Collection LLC)
Subscription. (a) The undersigned (the “SubscriberPurchaser”) hereby irrevocably subscribes for and agrees to will purchase Series Interests (the “Securities”), of YSMD Series Buttonwood 19-3 LLC, a registered series of a Delaware series limited liability company from Orbital Tracking Corp. (the “Company”)) the number of shares of Series H Preferred Stock of the Company (the “Shares”) as set forth on the signature page to this Subscription Agreement, at a purchase price of $5.00 4.00 per membership interest share (the “Per Security Purchase Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Unitsshares of Common Stock underlying the Preferred Stock may hereinafter be referred to as the “Conversion Shares”). The Preferred Stock shall have the rights of the membership interest are and preferences as set forth in the Operating Agreement Certificate of YSMDDesignation of Preferences, LLC Rights and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC Limitations (the “Offering StatementCOD”).
(b) Subscriber understands that attached as Exhibit A hereto. The Subscription Agreement and the Securities COD are collectively referred to as the “Transaction Documents. The Shares are being offered pursuant to an offering circular dated ______________, 2022 (the “Offering CircularOffering”) filed with by the SEC as part of the Offering Statement. By executing Company pursuant to this Subscription Agreement. The Shares are being offered on a “reasonable efforts all or none”, 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. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party basis with respect to the Operating Agreement.
minimum of $300,000 (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter definedthe “Minimum Offering Amount”), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 Shares are being offered on a “reasonable efforts” basis with respect to Subscriber without interest and all up to $800,000 of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 Shares (the “Maximum OfferingOffering Amount”). Any purchase of Shares by the Company’s officers, directors, or employees shall be included, and counted towards, the Minimum and Maximum Offering Amounts. The Initial Closing (as defined herein) of this Offering shall be subject to subscriptions being received from qualified investors and accepted by the Company may accept for the Minimum Offering Amount. Upon acceptance by the Company after the date hereof of such subscriptions, the Company shall have the right at any time thereafter, prior to the Termination Date (as defined below), to effect an initial closing with respect to this Offering (the “Initial Closing”). Thereafter, the Company shall continue to accept, and continue to have closings (together with the Initial Closing, each a “Closing”) for, additional subscriptions for Securities from investors from time to time up to Maximum Offering Amount. The Shares will be offered for a period (the “Initial Offering Period”) commencing on the date of this Subscription Agreement and continue until the termination earliest of (i) October 18, 2016 (the “Maximum Offering Deadline”), (ii) the date upon which subscriptions for the Maximum Offering offered hereunder have been accepted, or (iii) the date upon which the Company elects to terminate the Offering in accordance with its terms (the “Termination Date”), subject to the right of the Company to extend the Offering until as late as November 18, 2016 (the “Final Termination Date”), without further notice to or consent by investors, if the Maximum Offering Amount has not been subscribed by the Offering Deadline. This additional period, together with the Initial Offering Period, shall be referred to herein as the “Offering Period.” The minimum investment amount that may be purchased by an investor is $25,000 (the “Investor Minimum Investment”); provided however, the Company, in its discretion, may accept an investor subscription for an amount less than the Investor Minimum Investment. The Company may elect at any time subscription for the Shares will be made in accordance with and subject to close all or any portion the terms and conditions of this offeringSubscription Agreement. In the event that (i) subscriptions for the Offering are rejected in whole (at the sole discretion of the Company), on various dates at (ii) no Shares are subscribed for prior to October 18, 2016 or, if extended, prior to November 18, 2016, or (iii) the Offering is otherwise terminated by the Company 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 expiration of the Securities (or any portion thereof) to Investor is not consummated for any reasonInitial Offering Period or, this Subscription Agreement shall have no force or effect with respect if extended, prior to the Final Termination Date, then the Company will refund all subscription funds held by it to the persons who submitted such funds, without interest, penalty or deduction. If a subscription is rejected in part (at the sole discretion of the Company) and the Company accepts the portion not so rejected, the funds for the rejected portion of such subscription (will be returned without interest, penalty, expense or portion thereof), except for Section 5 hereof, which shall remain in force and effectdeduction.
Appears in 2 contracts
Sources: Subscription Agreement (Orbital Tracking Corp.), Subscription Agreement (Orbital Tracking Corp.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and Investor agrees to buy and the Company agrees to sell and issue to Investor (i) such number of shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company, set forth on the signature page hereto (the “Shares”), and (ii) warrants to purchase Series Interests such number of shares of Common Stock set forth on the signature page hereto (the “Warrants” and together with the Shares, the “Securities”), of YSMD Series Buttonwood 19-3 LLC, a registered series of a Delaware series limited liability company ) for an aggregate purchase price set forth on the signature page hereto (the “Company”), at a purchase price of $5.00 per membership interest (the “Per Security Purchase Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits 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 ______________, 2022 (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. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 4,514,621 (the “Maximum Offering”). The Securities have been registered on a Registration Statement on Form S-3, Registration No. 333-133087, which registration statement (together with any registration statement filed by the Company may accept subscriptions until pursuant to Rule 462(b) under the termination of Securities Act, the Offering in accordance with its terms “Registration Statement”) has been declared effective by the Securities and Exchange Commission (the “Termination DateCommission”)) and has remained effective since such date and is effective on the date hereof. The Company may elect at any time Subject to close all or any portion the last sentence of this offeringSection 1, on various dates at or prior to August 22, 2007 (the Termination Date (each a “Closing Date”).
, Investor shall remit by wire transfer the amount of funds equal to the Purchase Price for the Securities being purchased by Investor to the following account: NO LATER THAN ONE (e1) In the event of rejection of this subscription in its entiretyBUSINESS DAY AFTER THE EXECUTION OF THIS SUBSCRIPTION AGREEMENT BY THE INVESTOR AND THE COMPANY, or in the event the sale THE INVESTOR SHALL DIRECT THE BROKER-DEALER AT WHICH THE ACCOUNT OR ACCOUNTS TO BE CREDITED WITH THE SHARES ARE MAINTAINED TO SET UP A DEPOSIT/WITHDRAWAL AT CUSTODIAN (“DWAC”) INSTRUCTING THE TRANSFER AGENT TO CREDIT SUCH ACCOUNT OR ACCOUNTS WITH THE SHARES ON THE CLOSING DATE. Upon receipt of the Securities Purchase Price by the Company (or any portion thereofi) shall cause its transfer agent to deliver to Investor is not consummated for the Shares via the Depository Trust Company’s (“DTC”) Deposit or Withdrawal at Custodian system and (ii) shall deliver to Investor the Warrants via the instructions set forth on the signature page hereto, such Shares and Warrants to be registered in such name or names as designated by the Investor on the signature page hereto. The Shares and Warrants shall be unlegended and free of any reasonresale restrictions. The obligations of the Investor set forth in this Section 1 shall be conditioned upon the consummation of the transactions contemplated by the Placement Agency Agreement, this Subscription Agreement dated as of the date hereof, by and between the Company and ThinkEquity Partners LLC, provided that in no event shall have no force or effect with respect the Investor be required to purchase in excess of 22.7681032% of the aggregate number of securities to be sold on the Closing Date pursuant to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effectRegistration Statement.
Appears in 2 contracts
Sources: Subscription Agreement (Emisphere Technologies Inc), Subscription Agreement (MHR Capital Partners Master Account LP)
Subscription. (a) The undersigned You (“Subscriber”) hereby irrevocably subscribes subscribe for and agrees agree to purchase Series Interests limited liability company interests, which we refer to herein as TalentShares (the “Securities”)) of [SERIES NAME], a Series of YSMD Series Buttonwood 19-3 Exceed Talent Capital Holdings LLC, a registered series of a Delaware series limited liability company (the “Company”), at a purchase price of $5.00 [_] per membership interest TalentShare (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20[_], or 4 Units[_] TalentShares. The rights and preferences of the membership interest TalentShares are as set forth in the Operating Limited Liability Company Agreement of YSMDExceed Talent Capital Holdings LLC dated December 7, LLC 2022, as amended from time to time (the “Operating Agreement”), and the respective series designation, filed as Exhibits to Series Designation for [SERIES NAME] described in 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 ______________, 2022 [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreementsubscribing to the Offering, 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. It is a condition of Effective upon the Company’s acceptance of this subscription that Subscription Agreement, the Subscriber becomes shall become a member of the Company, and the Subscriber agrees to adhere to and be bound by, the terms and conditions of the Operating Agreement as if the Subscriber were a party to it (and grants to the Operating AgreementManaging Manager the power of attorney described therein).
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 4,514,621 $[ ] (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offeringOffering, 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 2 contracts
Sources: Subscription Agreement (Exceed Talent Capital Holdings LLC), Subscription Agreement (Exceed Talent Capital Holdings LLC)
Subscription. (a) 1.1 The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Preferred Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCHoop Street Center I Corporation, a registered series of a Delaware series limited liability company an Arizona Corporation (the “Company”), and at a purchase price of $5.00 50 per membership interest share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units50. The rights Preferred Stock being subscribed for under this Subscription Agreement and the Common Stock (“Common Stock”) issuable upon conversion of the membership interest Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Preferred Stock are as set forth in the Operating Agreement Certificate of YSMD, LLC and the respective series designation, filed Incorporation included as Exhibits Exhibit ___ to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) 1.2 Subscriber understands that the Securities are being offered pursuant to an offering circular dated [______________, 2022 ] (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. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) 1.3 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber 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 interest, and all of Subscriber’s obligations hereunder shall terminate.
(d) 1.4 The aggregate number of Securities sold shall not exceed 4,514,621 1,000,000 (the “Maximum Offering”). The Company may accept subscriptions until [______________], unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms 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 offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) 1.5 In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
1.6 The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledged, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 2 contracts
Sources: Subscription Agreement (Hoop Street Center I Corp), Subscription Agreement (Hoop Street Center I Corp)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCSugarfina Corporation, a registered series of a Delaware series limited liability company C corporation (the “Company”), at a purchase price of $5.00 10.00 per membership interest share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units500.00. The rights of the membership interest Common Stock are as set forth in the Operating Agreement Company’s Certificate of YSMD, LLC Incorporation and the respective series designation, Bylaws filed as Exhibits 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 ______________, 2022 [DATE] (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. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(cd) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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.
(de) The aggregate number of Securities sold shall not exceed 4,514,621 2,750,000 shares of Common Stock, including 250,000 bonus shares (the “Maximum Offering”). The There is no minimum required offering amount and the Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). 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”).
(ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 6 hereof, which shall remain in force and effect.
(g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).
Appears in 2 contracts
Sources: Subscription Agreement (Sugarfina Corp), Subscription Agreement (Sugarfina Holdings LLC)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests the Common Stock, par value $0.0001 per share (the “Securities”), of YSMD Series Buttonwood 19-3 LLCEndonovo Therapeutics, Inc., a registered series of a Delaware series limited liability company corporation (the “Company”), at a purchase price of $5.00 [0,0XX] per membership interest share of the Securities (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription per Subscriber is $20, or 4 Units5,000. The rights of the membership interest Securities are as set forth in the Operating Agreement Certificate of YSMD, LLC and the respective series designation, filed Incorporation included as Exhibits an exhibit 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, 2022 2022] (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. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 XXXX shares issued for cash consideration (the “Maximum Offering”). The Company may accept subscriptions until ______, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms 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 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).
Appears in 2 contracts
Sources: Subscription Agreement (Endonovo Therapeutics, Inc.), Subscription Agreement (Endonovo Therapeutics, Inc.)
Subscription. 10.1 This subscription is irrevocable except that the Purchaser reserves the right to withdraw this subscription and to terminate its obligations hereunder at any time before the Closing Date if the Agent terminates its obligations with respect to this Private Placement under the Agency Agreement and the Purchaser hereby appoints the Agent as its agent for the purpose of notifying the Issuer of the withdrawal or termination of this subscription.
10.2 The Purchaser hereby authorizes and directs the Issuer and the Agent to deliver certificates representing the Shares and the Warrants to be issued to such Purchaser pursuant to this Subscription Agreement either (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests (the “Securities”), of YSMD Series Buttonwood 19-3 LLC, a registered series of a Delaware series limited liability company (the “Company”), at a purchase price of $5.00 per membership interest (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
residential or business address indicated in this subscription or (b) Subscriber understands that directly to the Securities are being offered pursuant to an offering circular dated ______________Purchaser’s account, 2022 (the “Offering Circular”) filed if any, maintained with the SEC as part of Agent.
10.3 The Purchaser hereby authorizes and directs 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 Agent to return any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party funds for unaccepted subscriptions to the Operating Agreementsame account from which the funds were drawn, without interest or penalty, including any customer account maintained with the Agent.
(c) The Subscriber’s 10.4 This subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), part by the Company Issuer at its sole discretion. Upon discretion and the expiration of right is reserved to the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, Issuer at its sole discretion, may allocate discretion to Subscriber only a portion allot to any Purchaser less than the amount of the number of Securities Subscriber has Units subscribed for. The Company Confirmation of acceptance or rejection of this subscription will notify Subscriber whether be forwarded to the Purchaser promptly after the acceptance or rejection of the subscription by the Issuer. If this subscription is rejected in whole, the funds delivered by the Purchaser to the Agent representing the purchase price for the Units subscribed for herein will be promptly returned to the same account from which the funds were drawn, without interest or penalty, including any customer account maintained with any of the Agent. If this subscription is accepted (whether in whole or only in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or the funds representing the 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 4,514,621 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any purchase price representing that portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In subscription for the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor Units which is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effectaccepted will promptly be similarly returned.
Appears in 2 contracts
Sources: Subscription Agreement (Crosshair Exploration & Mining Corp), Subscription Agreement (Crosshair Exploration & Mining Corp)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests (the “Securities”), of YSMD Series Buttonwood 19-3 33 Mine Street LLC, a registered series of a Delaware series limited liability company (the “Company”), at a purchase price of $5.00 per membership interest (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20300, or 4 60 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits 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 ______________, 2022 2024 (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. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) If Subscriber complete the section of the signature page titled “Auto Invest”, Subscriber agrees to also purchase on a monthly basis that number of Securities for the price set forth on the signature page. A Subscriber wishing to discontinue Auto Invest may do so at any time by navigating to the ‘My Portfolio’ section of the platform and selecting the option to terminate the recurring investment. Termination of the Auto Invest will be effective within 3 business days after such termination.
(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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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.
(de) The aggregate number of Securities sold shall not exceed 4,514,621 867,258 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). 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”).
(ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.
Appears in 1 contract
Sources: Subscription Agreement (Ysmd, LLC)
Subscription. (a) a. The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Common Stock (the “SecuritiesStock”) of Good Works Film LLC. (the “Issuer”), a Limited Liability Company, organized under the state of YSMD Series Buttonwood 19-3 LLCCalifornia, a registered series for the principal amount of a Delaware series limited liability company (the “Company”), at a purchase price of $5.00 per membership interest (the “Per Security Price”)$ , upon the terms and conditions set forth herein. The minimum subscription is $20Securities being subscribed, or 4 Units. under this Offering Agreement herein, to a security interest through the purchase of Common Stock (“Stock”), also referred to as the “Securities.” The rights and preferences of the membership interest Securities are as set forth in the Operating Agreement Issuer’s Articles or Bylaws and any description of YSMD, LLC and the respective series designation, filed as Exhibits to Securities that appears in the Offering Statement of the Company filed with the SEC (the “Offering Statement”)Materials is qualified in its entirety by such document.
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. b. By executing this Subscription Offering Agreement, Subscriber acknowledges that Subscriber has received this Subscription Offering Agreement, copies a copy of the Offering Circular and Offering Statement including exhibits thereto Memorandum of the Issuer filed with the SEC and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription c. This Subscription may be accepted or rejected in whole or in part, part at any time prior to a Closing Date (as hereinafter defined), ) by the Company Issuer (also referred to as a Creator) at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 Issuer will notify the 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 interest, and all of Subscriber’s obligations hereunder shall terminate.
(d) d. The aggregate number principal amount of Securities sold shall not exceed 4,514,621 $500,000.00 (the “Maximum Offering”). The Company Issuer may accept subscriptions until the termination of the Offering in accordance with its terms December 31, 2022 (the “Termination Date”). The Company Providing that subscriptions for $300,000.00 Securities are received (the “Target Offering”), the Issuer may elect at any time to close all or any portion of this offering, offering on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) 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) to Investor is not consummated for any reason, this Subscription Offering Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.
Appears in 1 contract
Sources: Offering Agreement
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCTriplePulse Inc., a registered series of a Delaware series limited liability company corporation (the “Company”), at a purchase price of $5.00 0.36 per membership interest share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest Common Stock are as set forth in the Operating Agreement Second Amended and Restated Certificate of YSMD, LLC and Incorporation of the respective series designationCompany as amended from time to time (the “Restated Certificate”), filed as Exhibits Exhibit 2.3 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 ______________September 29, 2022 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 Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 4,514,621 10,972,223 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering Offering, unless otherwise extended by the Company in its sole discretion in accordance with its terms 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 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCCrednology Holding Corporation, a registered series of a Delaware series limited liability company corporation (the “Company”), at a purchase price of $5.00 0.001 per membership interest share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits 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 ______________, 2022 (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 Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 4,514,621 5,000,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until the termination of date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with its terms 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 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests membership interests (the “Securities”), of YSMD [SERIES NAME], a Series Buttonwood 19-3 of Mansion Collection I LLC, a registered series of a Delaware series limited liability company company, (the “Company”), at a purchase price of $5.00 [____] per membership interest (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, Mansion Collection I LLC and the respective series designation, filed as Exhibits Exhibit 2.2 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 ________[______, 2022 2023] (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. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 4,514,621 [XXXX] (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Providing that subscriptions for XXXXXX 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCCBD Life Sciences, Inc., a registered series of a Delaware series limited liability company Nevada corporation (the “Company”), at a purchase price of $5.00 0.005 per membership interest share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits 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 ______________, 2022 (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 Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 4,514,621 400,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until the termination of date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with its terms 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 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
Appears in 1 contract
Subscription. (a) The Pursuant to this subscription agreement (the “Subscription Agreement”), the undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase non-voting Series Interests A Eco-Tree 2021 ACT Units (the “Securities” or “Units”), of YSMD Series Buttonwood 19-3 World Tree USA, LLC, a registered series of a Delaware series Nevada limited liability company (the “Company”), at a purchase price of $5.00 1.80 per membership interest Unit, or $1.60 per Unit for the first $1,000,000 in subscriptions (the “Per Security Unit Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest Units are as set forth in the Second Amended and Restated Operating Agreement of YSMD, LLC (“Operating Agreement”) and the respective series designation, filed as Exhibits to the Offering Statement Unit Designation of the Company filed with available toSubscriber as an exhibit to the SEC (Form C and included as part of the “Offering Statement”)Materials.
(b) Subscriber understands that The minimum subscription is for the Securities are being offered pursuant number of Units equal to an offering circular dated ______________, 2022 a subscription of $900.The Company may reduce the minimum subscription in its sole discretion.
(the “Offering Circular”c) 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 a copy of the Offering Circular and Offering Statement including exhibits thereto Materials and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating AgreementAgreement and Unit Designation.
(cd) The Subscriber’s 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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.
(de) The aggregate number of Securities sold shall not exceed 4,514,621 2,847,222 Units in this offering under Regulation Crowdfunding (the “Maximum Offering”). The Company may accept subscriptions until December 31, 2021, unless otherwise extended by the termination of the Offering Company in accordance with its terms sole discretion (the “Termination Date”). The Provided that subscriptions for at least 156,250 Units 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”).
(ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, and terms of this Subscription Agreement. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this section 1(g).
Appears in 1 contract
Sources: Subscription Agreement
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCLegion Works, a registered series of a Delaware series limited liability company corporation (the “Company”), at a purchase price of $5.00 2.50 per membership interest share (the “Per Security Price”), ) with a minimum purchase of 400 shares or $1,000 or higher subject to the discretionary of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest Preferred Stock are as set forth in the Operating Agreement Certificate of YSMDIncorporation, LLC and as amended, included in the respective series designation, filed as Exhibits to the Offering Statement Circular of the Company company filed with the SEC (the “Offering StatementCircular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 _________________ (the “Offering Circular”) ), filed with the SEC as part of the Offering StatementCircular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto the Exhibits thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 relating to the rejected portion of the subscription shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 11,400,000 Units (the “Maximum Offeringmaximum number of Units”). The Company may accept subscriptions until _____________________________, unless the termination earliest of extended by the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations (the “Termination Date”)) or until the maximum number of shares under the Offering are sold. 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Series Interests A Preferred Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCFuture Labs V, Inc. d/b/a Graze Mowing, a registered series of a Delaware series limited liability company corporation (the “Company”), at a purchase price of $5.00 5.80 per membership interest share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20997.60 representing 172 shares of the Company. Investors participating in the SeedInvest Auto Invest program have a lower minimum subscription of $197.20, or 4 Unitsrepresenting 34 shares of the Company. The rights Series A Preferred Stock being subscribed for under this Subscription Agreement and the Common Stock (“Conversion Shares”), issuable upon conversion/exercise of the membership interest Series A Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Series A Preferred Stock are as set forth in the Operating Agreement Company’ Amended and Restated Certificate of YSMD, LLC and the respective series designation, filed Incorporation included as Exhibits an exhibit 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 ______________, 2022 [DATE] (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. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 4,514,621 1,724,138 (the “Maximum Offering”). The Company may accept subscriptions until (i) the termination of date the Maximum Offering has been sold to investors; (ii) 12 months after qualification by the SEC, or (iii) the date at which the offering is earlier terminated by the Company in accordance with its terms sole discretion (the “Termination Date”). The Providing that subscriptions for 344,828 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests (the “Securities”), of YSMD Series Buttonwood 19-3 Subscriber Securities Musaffa CFV LLC, a registered series of a Delaware series limited liability company (the “Company”), at a Wyoming Company -Security purchase price of $5.00 per membership interest 2.00 (the “Per Security Price”plus a 2% Investor Processing Fee unless waived, as defined below), upon the terms and conditions set forth herein. The minimum subscription is $20Rule 3a-9 of the Investment Company Act of 1940, or 4 Unitsas amended, for securities to be acquired from Musaffa Crowdfunding Issuer subscribed for under this Subscription Agreement constitute limited liability company membership interests of the Company which relate to shares of Class B (non-voting) Common Stock issued Class B Common Stock -to-one basis. The rights of the membership interest Securities are as set forth in the Operating Operating Agreement Company and any description of YSMD, LLC and the respective series designation, filed as Exhibits to Securities that appears in the Offering Statement of the Company filed with the SEC (the “Offering Statement”)Materials is qualified in its entirety by such document.
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (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 a copy of the Offering Circular Statement of the Company and Offering Statement including exhibits thereto Crowdfunding Issuer filed with the SEC, a copy of the Subscription Agreement between the Company and Crowdfunding Issuer, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s Subscriber acknowledges that Subscriber has read the educational materials on - hours prior to a Target Deadline; however, once the Subscription Agreement is accepted by the Company there is no cancelation right;
(d) Subscriber acknowledges that there may be promoters for this Offering, and in the case that there are any communications from promoters, the promoter must clearly disclose in all communications the receipt of compensation, and that the promoter is engaged in promotional activities on behalf of the Crowdfunding Issuer. A promoter may be any person who promotes the Crowdfunding Issuer's offering for compensation, whether past or prospective, or who is a founder or an employee of the Crowdfunding Issuer that engages in promotional activities on behalf of the Crowdfunding Issuer;
(e) Subscriber acknowledges that Subscriber has been informed of the compensation that DealMaker Securities LLC and affiliates receive in connection with the sale of securities in the Regulation CF offering and the manner in which it is received.
(f) Subscriber understands that the Crowdfunding Issuer , as investment is not made with the Crowdfunding Issuer.
(g) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 ereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.to
(dh) The aggregate number value of Securities sold shall not exceed 4,514,621 $4,012,910.00 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Oversubscription Offering in accordance with its terms May 11, 2025 (the “Termination Date”). The Date Target Offering Amount 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”).
(ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.
(g) Investor may terminate this Subscription Agreement for any reason, but only up to forty-eight (48) hours before the Closing Date. If Investor enters into this Subscription Agreement during the last forty-eight (48) hours of the Offering, Investor may not terminate this Subscription Agreement.
Appears in 1 contract
Sources: Subscription Agreement
Subscription. (a) The undersigned (“Subscriber”) Subject to the terms and conditions hereof, Subscriber hereby irrevocably subscribes for and agrees to purchase Series Interests (purchase, and the “Securities”), of YSMD Series Buttonwood 19-3 LLC, a registered series of a Delaware series limited liability company (the “Company”), at a purchase price of $5.00 per membership interest (the “Per Security Price”)Issuer hereby agrees to issue and sell to Subscriber, upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights payment of the membership interest are as set forth in Aggregate Purchase Price, the Operating Agreement of YSMDAcquired Shares (such subscription and issuance, LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering StatementSubscription”).
(b) . Subscriber understands and agrees that the Securities are being offered pursuant Issuer reserves the right to an offering circular dated ______________, 2022 (accept or reject 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. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted for the Acquired Shares for any reason or rejected for no reason, in whole or in part, at any time prior to a Closing Date (as hereinafter defined), its acceptance by the Company at its sole discretion. Upon Issuer, and the expiration same shall be deemed to be accepted by the Issuer only when this Subscription Agreement is signed by a duly authorized person by or on behalf of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the SubscriberIssuer. 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 4,514,621 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). 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 the entire subscription by the Issuer or the termination of this subscription in its entiretyaccordance with the terms hereof, or in the event the sale of the Securities Subscriber’s payment hereunder will be returned promptly (or any portion thereofbut not later than two (2) Business Days thereafter) to Investor is not consummated for any reasonthe Subscriber along with this Subscription Agreement, and this Subscription Agreement shall have no force or effect with respect effect. Notwithstanding anything herein to the rejected subscription contrary, the Issuer understands that although this Subscription Agreement is presented on behalf of the Subscriber as purchaser, the Subscriber may arrange for substituted purchasers (or portion thereofthe "Substituted Purchasers"), except who will be “accredited investors” (as defined above), for the Acquired Shares in connection with private placement of the Acquired Shares in the United States only in accordance with the provisions of this Agreement and, without limiting the foregoing, specifically Schedule A to this Agreement. It is further understood that the Subscriber agrees to purchase or cause to be purchased the Acquired Shares, and that this commitment is not subject to the Subscriber being able to arrange Substituted Purchasers. Each Substituted Purchaser shall purchase Acquired Shares directly from the Issuer at the Per Share Purchase Price set forth below, and to the extent that Substituted Purchasers purchase Acquired Shares, the obligation of the Subscriber to do so will be reduced by the number of Acquired Shares purchased by the Substituted Purchasers directly from the Issuer. Any reference in this Agreement hereafter to "subscriber" shall be taken to be a reference to the Subscriber, as the initial committed purchaser, and to the Substituted Purchaser, if any. No subscription agreement to be entered into with a Substituted Purchaser shall include the registration rights set forth in Section 5 hereof, which shall remain in force 7(d) and effect(e) hereof unless otherwise consented to by the Issuer.
Appears in 1 contract
Sources: Subscription Agreement (Advanced Emissions Solutions, Inc.)
Subscription. (a) The undersigned (“Subscriber”) 2.1 Subject to section 7 of this Agreement, the Subscriber hereby irrevocably subscribes confirms its irrevocable subscription for the Special Warrants from the Issuer, on and agrees subject to purchase Series Interests (the “Securities”), of YSMD Series Buttonwood 19-3 LLC, a registered series of a Delaware series limited liability company (the “Company”), at a purchase price of $5.00 per membership interest (the “Per Security Price”), upon the terms and conditions set forth out in this Agreement, for the Aggregate Subscription Price which is payable as described herein. The minimum subscription is $20Subscriber acknowledges (on its own behalf and, or 4 Units. The rights including if applicable, on behalf of each Disclosed Principal) that upon acceptance by the Issuer of this Agreement, this Agreement will constitute a binding obligation of the membership interest are Subscriber (including if applicable, each Disclosed Principal) subject to the terms and conditions contained herein.
2.2 The Issuer may, in its absolute discretion, accept or reject the Subscriber’s subscription for Special Warrants as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits 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 ______________, 2022 (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. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at and the Issuer reserves the right to allot to the Subscriber less than the amount of Special Warrants subscribed for under this Agreement. If this subscription is rejected in whole, any time prior cheques or other forms of payment delivered to a Closing Date (as hereinafter defined), by the Company at its sole discretionAgents representing the Aggregate Subscription Price will be promptly returned to the Subscriber without interest or deduction. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 If this subscription is accepted (whether in whole or only in part) , a cheque representing any refund of the Aggregate Subscription Price for that portion of the subscription for the Special Warrants which is not accepted, will be promptly delivered to the Subscriber without interest or rejecteddeduction. If Subscriber’s The Subscriber acknowledges and agrees that the acceptance of this Agreement will be conditional upon, among other things, the sale of the Special Warrants to the Subscriber being exempt from any prospectus and offering memorandum requirements of applicable Securities Laws and the equivalent provisions of securities laws of any other applicable jurisdiction and, to the extent possible, the Subscriber agrees to furnish the Issuer with all information that is reasonably necessary to confirm same.
2.3 Subscription proceeds paid by the Subscriber to the Agents will be held in trust pending the Closing, and if the Closing does not occur on or before July 31, 2009 or such later date as agreed to by the Issuer and the Agents, the subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) proceeds will be returned to the Subscriber without interest and all of Subscriber’s obligations hereunder shall terminateor deduction.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.
Appears in 1 contract
Sources: Subscription Agreement (IntelGenx Technologies Corp.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests [QUANTITY] Membership Shares of Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCKansas City Breweries Company, a registered series of a Delaware series limited liability company LLC (the “Company”), a Limited Liability Company, organized under the state of Kansas, at a purchase price of $5.00 0.25 per membership interest Membership Unit (the “Per Security PriceUnit”), upon the terms and conditions set forth herein. The minimum subscription is $20, Securities being subscribed for under this Subscription Agreement and any other security that may be issuable upon conversion or 4 Units. exercise of the Securities are also referred to as the “Securities.” The rights and preferences of the membership interest Securities are as set forth in the Company’s Operating Agreement and any description of YSMD, LLC and the respective series designation, filed as Exhibits to Securities that appears in the Offering Statement of the Company filed with the SEC (the “Offering Statement”)Materials is qualified in its entirety by such document.
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (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 a copy of the Offering Circular and Offering Statement including exhibits thereto Memorandum of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 4,514,621 2,140,000 Membership Shares of Common Stock (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms 05/20/2020 (the “Termination Date”). The Providing that subscriptions for 200,000 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.
Appears in 1 contract
Sources: Subscription Agreement
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests T Preferred Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCStartEngine Crowdfunding, Inc., a registered series of a Delaware series limited liability company Corporation (the “Company”), at a purchase price of $5.00 [___________]per membership interest share of Series T Preferred Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units200,000. The rights of the membership interest Series T Preferred Stock are as set forth in Fourth Amended and Restated Certificate of Incorporation and Bylaws included in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits 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 [______________, 2022 ] (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. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 4,514,621 [___________] (the “Maximum Offering”). The Company may accept subscriptions until [_______________], unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms 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 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Sources: Preferred Stock Subscription Agreement (Startengine Crowdfunding, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCGrow Solutions Holdings, Inc., a registered series of a Delaware series limited liability company Nevada corporation (the “Company”), at a purchase price of $5.00 0.0005 per membership interest share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits 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 ______________, 2022 (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 Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 4,514,621 6,000,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until the termination of date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with its terms 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 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
Appears in 1 contract
Sources: Subscription Agreement (Grow Solutions Holdings, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests 2,000,000 shares of Class A Preferred Stock (“Preferred Stock”) and up to 2,000,000 shares of Class A Common Stock into which the Preferred Stock may convert (the “Securities”), of YSMD Series Buttonwood 19-3 LLCGolfSuites 1, Inc., a registered series of a Delaware series limited liability company Corporation, (the “Company”), at a purchase price of $5.00 12.50 per membership interest share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units750. The rights Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion of the membership interest Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Preferred Stock are as set forth in the Operating Agreement Second Certificate of YSMD, LLC Amendment to the Amended and the respective series designation, filed Restated Certificate of Incorporation included as Exhibits Exhibit 2.1 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 ______________[DATE], 2022 (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. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a an applicable Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 4,514,621 2,000,000 shares of Preferred Stock (the “Maximum Offering”). The There is no minimum required offering amount and the Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCAlfadan, Inc., a registered series of a Delaware series limited liability company Florida corporation (the “Company”), at a purchase price of $5.00 2.00 per membership interest share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units500.00. The rights of the membership interest Common Stock are as set forth in the Operating Agreement Company’s Articles of YSMD, LLC Incorporation and the respective series designation, Bylaws filed as Exhibits 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 ______________, 2022 [DATE] (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. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(cd) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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.
(de) The aggregate number of Securities sold shall not exceed 4,514,621 3,000,000 shares of Common Stock, including 500,000 bonus shares (the “Maximum Offering”). The There is no minimum required offering amount and the Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). 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”).
(ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 6 hereof, which shall remain in force and effect.
(g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) 1.1 Subscriber hereby irrevocably subscribes for and agrees to purchase Series Interests the number of shares (the “SecuritiesShares”) of common stock, par value $0.0001 per share (the “Common Stock”), of YSMD Series Buttonwood 19-3 LLCPrecis Health, a registered series of a Delaware series limited liability company Inc., an Oklahoma corporation (the “Company”), indicated on the signature page attached hereto at the aggregate purchase price set forth on such signature page (the “Purchase Price”). Subscriber has made payment by wire transfer of funds in accordance with instructions from the Company in the full amount of the Purchase Price of the Shares for which Subscriber is subscribing (the “Payment”).
1.2 This subscription is made pursuant to an offering by the Company of up to 1,500,000 of its shares of Common Stock (the “Securities”) at a purchase price of $5.00 0.50 per membership interest share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)Offering.
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (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. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 4,514,621 (the “Maximum Offering”). The Company may accept subscriptions until the termination hold an initial closing of the Offering in accordance with its terms (the “Termination Initial Closing”) at any time. The date of the Initial Closing is hereinafter referred to as the “Initial Closing Date”). The Company may elect at any time hold additional interim closings after the Initial Closing. Any such interim closings are each hereinafter referred to close all as an “Additional Closing” and shall occur on one or any portion of this offering, on various more dates at or prior each hereinafter referred to as an “Additional Closing Date”. The Initial Closing Date and the Termination Date (Additional Closing Dates are each hereinafter sometimes referred to as a “Closing Date”. Upon receipt by the Company of the requisite payment for all Securities to be purchased in the Offering by the subscribers whose subscriptions are accepted at the Initial Closing or any Additional Closing, as applicable, and subject to the satisfaction of certain conditions, the Securities so purchased will be issued in the name of each such subscriber, and the name of such subscriber will be registered on the stock transfer books of the Company as the record owner of such Securities. The Company will promptly thereafter issue to each subscriber participating in such closing a stock certificate for the Securities so purchased.
1.3 Subscriber hereby agrees to be bound hereby upon (i) execution and delivery to the Company of the signature page to this Agreement and (ii) acceptance on the Initial Closing Date or an Additional Closing Date, as the case may be, by the Company of Subscriber’s subscription (the “Subscription”).
(e) In 1.4 The Company may pay finder’s or broker/dealer fees in connection with the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effectOffering.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests T Preferred Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCStartEngine Crowdfunding, Inc., a registered series of a Delaware series limited liability company Corporation (the “Company”), at a purchase price of $5.00 8.80 per membership interest share of Series T Preferred Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units200,000. The rights of the membership interest Series T Preferred Stock are as set forth in Fourth Amended and Restated Certificate of Incorporation and Bylaws included in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits 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 [______________, 2022 ] (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. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 4,514,621 1,136,363 (the “Maximum Offering”). The Company may accept subscriptions until [_______________], unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms 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 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Sources: Preferred Stock Subscription Agreement (Startengine Crowdfunding, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Class B Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCThrillCorp, Inc., a registered series of a Delaware series limited liability company corporation (the “Company”), at a purchase price of $5.00 10 per membership interest share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights [and preferences] of the membership interest shares are as set forth in [constitutive document] in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits 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 ______________, 2022 (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 a copy of the Offering Circular and Offering Statement including exhibits thereto of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 4,514,621 5,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until August 31, 2016, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Units (the “Termination Date”). The Providing that subscriptions for 1,200,000 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCFor the Earth Corp., a registered series of a Delaware series limited liability company corporation (the “Company”), at a purchase price of $5.00 0.001 per membership interest share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits 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 ______________, 2022 (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 Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 for the Company shall not exceed 4,514,621 15,000,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until the termination of date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with its terms 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 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCTriplePulse Inc., a registered series of a Delaware series limited liability company corporation (the “Company”), at a purchase price of $5.00 0.39 per membership interest share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest Common Stock are as set forth in the Operating Agreement Second Amended and Restated Certificate of YSMD, LLC and Incorporation of the respective series designationCompany as amended from time to time (the “Restated Certificate”), filed as Exhibits Exhibit 2.3 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 ______________July 30, 2022 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 Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 4,514,621 10,972,223 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering Offering, unless otherwise extended by the Company in its sole discretion in accordance with its terms 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 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests the Common Stock, $0.001 par value (the “Securities”), of YSMD Series Buttonwood 19-3 LLCBalanced Pharma Incorporated, a registered series of a Delaware series limited liability company corporation (the “Company”), at a purchase price of $5.00 4.00 per membership interest share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights and preferences of the membership interest Common Stock are as set forth in the Operating Agreement First Amended and Restated Certificate of YSMD, LLC Incorporation and the respective series designationBylaws, filed as Exhibits an exhibit 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 ______________[DATE], 2022 (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. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a an applicable Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 4,514,621 6,250,000 shares of Common Stock (the “Maximum Offering”). The There is no minimum required offering amount and the Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLC, a registered series of a Delaware series limited liability company Blue Star Foods Corp. (the “Company”), ) at a purchase price of $5.00 0.001 per membership interest (the “Per Security Price”), upon the terms and conditions set forth hereinshare. The minimum subscription is $20, or 4 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits 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 ______________, 2022 (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 Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(cb) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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.
(dc) The aggregate number of Securities sold shall not exceed 4,514,621 500,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until the termination of date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with its terms 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 offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(ed) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) Subscriber hereby irrevocably subscribes for and agrees to purchase Series Interests (the “Securities”), number of YSMD Series Buttonwood 19-3 LLC, a registered series of a Delaware series limited liability company (Shares set forth on the “Company”), signature page hereto at a purchase price of $5.00 per membership interest (the “Per Security Share Purchase Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of aggregate purchase price for the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits Shares with respect to the Offering Statement of the Company filed with the SEC each Subscriber (the “Offering StatementPurchase Price”)) is payable in the manner provided in Section 2 below.
(b) The Subscriber understands that the Securities Shares are being offered pursuant to an offering circular the Regulation A Offering Circular dated ______________, 2022 2019 and its exhibits (collectively, the “Offering Circular”) as filed with the SEC as part of the Offering StatementSEC. By executing this Subscription Agreementsubscribing to the Offering, the Subscriber acknowledges that the Subscriber has received this Subscription Agreement, copies and reviewed a copy of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decisiondecision with respect to the Shares. It is After the Offering Circular has been qualified by the SEC, Prime Trust, LLC, appointed by the Company as escrow agent for the Offering (the “Escrow Agent”), will accept tenders of funds to purchase the Shares. The Company will close on investments on a condition “rolling basis,” pursuant to the terms of the Company’s acceptance of this subscription that Subscriber becomes Offering Circular. As a party to result, not all investors will receive their Shares on the Operating Agreementsame date.
(c) The Subscriber’s This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to a Closing Date (as hereinafter defined)the Termination Date, by the Company at its sole and absolute discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole and absolute discretion, may allocate to the Subscriber only a portion of the number of Securities the Shares that the Subscriber has subscribed forfor 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.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). 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 Shares (or any portion thereof) to Investor the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect, and investors will have their subscription funds promptly refunded without interest thereon or deduction therefrom.
(d) The Company may close on investments on a “rolling” basis at its discretion. Funds will remain in escrow until a Closing has occurred. Upon a Closing, the Escrow Agent will release the funds to the Company. In the event that the Offering does not close by the Termination Date, any funds tendered will be promptly returned by the Escrow Agent, without interest or deduction.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees 1.1.1 Subject to purchase Series Interests (the “Securities”), of YSMD Series Buttonwood 19-3 LLC, a registered series of a Delaware series limited liability company (the “Company”), at a purchase price of $5.00 per membership interest (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20hereof, or 4 Units. The rights at the Closing, Subscriber hereby irrevocably agrees to subscribe for and purchase, and PubCo hereby irrevocably agrees to issue and sell to Subscriber, upon the payment of the membership interest are as set forth in the Operating Agreement of YSMDPurchase Price, LLC Shares and/or Pre-Funded Warrants (such subscription and the respective series designationissuance, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering StatementSubscription”).
(b) Subscriber understands that 1.1.2 Notwithstanding anything to the Securities are being offered pursuant to an offering circular dated ______________contrary contained in this Subscription Agreement, 2022 (if, after the “Offering Circular”) filed with the SEC as part date of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies acquires ownership of SPAC Class A Ordinary Shares in the Offering Circular and Offering Statement including exhibits thereto and open market or in privately negotiated transactions with third parties (along with any other information required related rights to redeem or convert such SPAC Class A Ordinary Shares in connection with any redemption conducted by the Subscriber to make an investment decision. It is a condition of SPAC in accordance with the Company’s acceptance of this subscription that Subscriber becomes a party SPAC Organizational Documents in conjunction with the Closing (the “Redemption”)) prior to the Operating Agreement.
SPAC Shareholders’ Meeting to approve the Transactions and Subscriber does not redeem or convert such SPAC Class A Ordinary Shares in connection with the Redemption (cincluding revoking or reversing any previously submitted redemption demand or conversion elections made with respect to such SPAC Class A Ordinary Shares) The Subscriber’s subscription may be accepted or rejected (any such SPAC Class A Ordinary Shares, “Non-Redeemed Shares”), and Subscriber notifies SPAC in whole or in part, writing at any time least two (2) Business Days prior to a the anticipated Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration that it wishes to apply a specified number of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate Non-Redeemed Shares to Subscriber only a portion of reduce the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription it is accepted required to purchase hereunder (whether in whole or in part) or rejected. If Subscriber’s subscription is rejectedthe “Reduction Right” and such number of Non-Redeemed Shares, 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 the “Reduction Shares”), the number of Securities sold for which Subscriber is obligated and has the right to purchase under this Subscription Agreement will be reduced by the number of Reduction Shares; provided, that (i) promptly upon the SPAC’s request, Subscriber shall provide SPAC with documentary evidence reasonably requested by SPAC to evidence such Reduction Shares and the purchase price paid for each Reduction Share and (ii) the Subscriber agrees that with respect to any such Reduction Shares, it will (A) not exceed 4,514,621 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all sell or any portion of this offering, on various dates at or otherwise transfer such Reduction Shares prior to the Termination Date consummation of the Transactions, (each a “Closing Date”).
(eB) In the event not vote any Reduction Shares in favor of rejection of this subscription in its entirety, or approving any proposal contained in the event the sale SPAC’s proxy statement seeking shareholder approval of the Securities Transactions and instead submit a proxy abstaining from voting thereon, and (or any portion thereofC) to Investor is the extent it has the right to have any of its Reduction Shares redeemed for cash in connection with the consummation of the Transactions, not consummated for exercise any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effectsuch redemption rights.
Appears in 1 contract
Sources: Subscription Agreement (Haymaker Acquisition Corp. 4)
Subscription. (a) The undersigned (“Subscriber”) 1.1 Subscriber hereby irrevocably subscribes for and agrees to purchase Series Interests the number of shares (the “Securities”"SHARES") of common shares, $.001 par value per share (the "COMMON SHARES"), of YSMD Series Buttonwood 19-3 LLCMarketing Acquisition Corporation, a registered series of a Delaware series limited liability company Nevada corporation (the “Company”"COMPANY"), indicated on the signature page attached hereto at a the purchase price of $5.00 per membership interest set forth on such signature page (the “Per Security Price”"PURCHASE PRICE"), such Purchase Price being equal to the product of (i) the number of Common Shares subscribed for by the Subscriber and (ii) $.001. Subscriber has made or will make payment by wire transfer of funds in accordance with instructions from the Company in the full amount of the Purchase Price of the Common Shares for which Subscriber is subscribing (the "PAYMENT").
1.2 This Agreement is part of an isolated offering of Common Shares being conducted by the Company in reliance upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights exemption from the registration requirements of the membership interest are Securities Act of 1933, as set forth amended ( the "ACT"), afforded by Section 4(2) thereunder.
1.3 The Company will hold closing of the offering (the "Closing") at any mutually agreeable time, hereinafter sometimes referred to as a "Closing Date." Upon receipt by the Company of the requisite payment for all Common Shares to be purchased by the Subscriber, the Common Shares so purchased will be issued in the Operating Agreement name of YSMDSubscriber, LLC and the respective series designation, filed as Exhibits to name of the Offering Statement Subscriber will be registered on the stock transfer books of the Company filed with as the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (the “Offering Circular”) filed with the SEC as part record owner 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. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed forCommon Shares. The Company will notify promptly thereafter issue to the Subscriber whether participating in such closing a stock certificate for the Common Shares so purchased.
1.4 Subscriber hereby agrees to be bound hereby upon (i) execution and delivery to the Company of the signature page to this subscription is accepted Agreement and (whether in whole or in partii) 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 written acceptance on the Closing Date by the Company of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof's subscription, which shall remain in force and effectbe confirmed by faxing to the Subscriber the signature page to this Agreement that has been executed by the Company (the "SUBSCRIPTION").
Appears in 1 contract
Sources: Subscription Agreement (Marketing Acquisition CORP)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCSPRiZZi ▇▇▇-Co, Inc., a registered series of a Delaware series limited liability company corporation (the “Company”), at a purchase price of $5.00 10.00 per membership interest share (the “Per Security Price”), ) with a minimum purchase of 25 shares or $250.00 or higher subject to the discretionary of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest Common Stock are as set forth in the Operating Agreement Certificate of YSMDIncorporation, LLC and as amended, included in the respective series designation, filed as Exhibits to the Offering Statement Circular of the Company company filed with the SEC (the “Offering StatementCircular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 _________________ (the “Offering Circular”) ), filed with the SEC as part of the Offering StatementCircular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto the Exhibits thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 relating to the rejected portion of the subscription shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 5,000,000 shares of Non-Voting Common Stock (the “Maximum Offeringmaximum number of shares”). The Company may accept subscriptions until _____________________________, unless the termination earliest of extended by the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations (the “Termination Date”)) or until the maximum number of shares under the Offering are sold. 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 1 contract
Subscription. (a) The undersigned investor (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase shares of Series Interests A Preferred Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCManeGain, Inc., a registered series of a Delaware series limited liability company Texas corporation (the “Company”), at a purchase price of $5.00 per membership interest share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription number of shares that may be purchased hereunder is $20, or 4 Units200. The rights and preferences of the membership interest Series A Preferred Stock are as set forth in the Operating Agreement Certificate of YSMDDesignation of Series A Preferred Stock of the Company and any description of the Securities that appears in the Offering Materials is qualified in its entirety by such document.
(b) Subscriber acknowledges that Subscriber has received this Subscription Agreement, LLC and the respective series designation, filed as Exhibits to a copy of 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 ______________, 2022 (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. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 4,514,621 (the “Maximum Offering”)1,000,000. The Company may accept subscriptions until one year after the termination qualification of the Offering in accordance with its terms Statement (the “Termination Date”), provided the Minimum Offering has been received prior to one hundred eighty days after the qualification of the Offering Statement. The Providing that subscriptions for 100,000 Securities are received prior to the date that is one hundred eighty days after the qualification of the Offering Statement (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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests membership interests, which we refer to herein as shares (the “Securities”)) of [SERIES NAME], a Series of YSMD Series Buttonwood 19-3 StartEngine Collectibles Fund II LLC, a registered series of a Delaware series limited liability company (the “Company”), at a purchase price of $5.00 10.00 per membership interest share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20500, or 4 Units50 shares. The rights and preferences of the membership interest shares are as set forth in the Operating Limited Liability Company Agreement of YSMDStartEngine Collectibles Fund II LLC dated October 26, LLC 2021, as amended from time to time (the “Operating Agreement”), and the respective series designation, filed as Exhibits to Series Designation for [SERIES NAME] described in 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 ______________, 2022 [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreementsubscribing to the Offering, 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. It is a condition of Effective upon the Company’s acceptance of this subscription that Subscription Agreement, the Subscriber becomes shall be a member of the Company, and the Subscriber agrees to adhere to and be bound by, the terms and conditions of the Operating Agreement as if the Subscriber were a party to it (and grants to the Operating AgreementAdministrative Manager the power of attorney described therein).
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 4,514,621 $[ ] (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Sources: Subscription Agreement (StartEngine Collectibles Fund II LLC)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCSun Kissed Industries, Inc., a registered series of a Delaware series limited liability company Wyoming corporation (the “Company”), at a purchase price of $5.00 0.005 per membership interest share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits 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 ______________, 2022 (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 Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 4,514,621 2,200,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until the termination of date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with its terms 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 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
Appears in 1 contract
Sources: Subscription Agreement (Sun Kissed Industries, Inc.)
Subscription. The person (a) The undersigned (the “SubscriberPurchaser”) named on the front of this subscription agreement (this “Subscription Agreement”), intending to be legally bound, hereby irrevocably subscribes for and agrees to purchase Series Interests (the “Securities”)from Worldwide Stages, of YSMD Series Buttonwood 19-3 LLCInc., a registered series of a Delaware series limited liability company Tennessee corporation (the “Company”) and certain shareholders of the Company (the “Selling Shareholders”), the number of shares of the Company’s Class B Common Stock (the “Class B Stock”) set forth on the front of this Subscription Agreement at a purchase price of $5.00 ● (USD) per membership interest (the “Per Security Price”), share and upon the terms and conditions herein. The rights of the Class B Stock are as set forth hereinin the Company’s Charter, which is an exhibit to the Offering Statement on Form 1-A (the “Offering Statement”) filed by the Company with the U.S Securities and Exchange Commission (“SEC”), a copy of which the Purchaser has received and read. The minimum subscription is $20●, or 4 Units● shares of Common Stock. The rights of This subscription is submitted by the membership interest are as set forth Purchaser in accordance with and subject to the Operating Agreement of YSMDterms and conditions described in this Subscription Agreement, LLC relating to the exempt offering by the Company and the respective series designation, filed as Exhibits to Selling Shareholders named in the Offering Statement of up to 7,500,000 shares of the Company filed with the SEC Class B Stock for maximum aggregate gross proceeds of $75,000,000 (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (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. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 4,514,621 (the “Maximum Offering”). In the Offering, the Company is offering up to 6,000,000 shares of the Class B Stock. The Selling Shareholders are offering up to 1,500,000 shares of the Securities. There is no minimum required offering amount and the Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). 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 . Upon the event of rejection of this subscription in its entirety, or in the event the sale basis of the Securities (or any portion thereof) to Investor is not consummated for any reasonrepresentations and warranties, this Subscription Agreement shall have no force or effect with respect and subject to the rejected subscription terms and conditions, set forth herein, the Company agrees to issue and sell the Securities to the Purchaser on a Closing Date (or portion thereofthe “Closing”) for the aggregate purchase price set forth on the front page hereto (the “Subscription Price”), except for Section 5 hereof, which shall remain in force and effect.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Security Interests (the “Securities”), of YSMD Series Buttonwood 19-3 Mela Artisans SPV, LLC, a registered series of a Delaware series limited liability company (the “Company”), at a purchase price of $5.00 per membership interest (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription Company is $20serving as a “crowdfunding vehicle” as defined under Rule 3a-9 of the Investment Company Act of 1940, or 4 Unitsas amended, for SAFEs (the “SAFEs”) to be acquired from Mela Artisans Inc., a Delaware C Corporation (the “Crowdfunding Issuer”). The Securities being subscribed for under this Subscription Agreement constitute limited liability company membership interests of the Company which relate to shares of Non-Voting Common Stock issued by the Crowdfunding Issuer on a one-to-one basis. The rights of the membership interest Securities are as set forth in the Operating Limited Liability Company Agreement of YSMD, LLC the Company; and the respective series designation, filed rights of the Non-Voting Common Shares underlying the Securities are as Exhibits to set forth in the Fifth Amended and Restated Certificate of Incorporation and Bylaws of the Crowdfunding Issuer; and any description of the Securities or the Series B Preferred that appears in the Offering Statement of the Company filed with the SEC (the “Offering Statement”)Materials is qualified in its entirety by such document.
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (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 a copy of the Offering Circular and Offering Statement including exhibits thereto of the Crowdfunding Issuer filed with the SEC and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating AgreementLimited Liability Company Agreement of the Company.
(c) The Subscriber understands that the Crowdfunding Issuer, as Manager of the Company, will make all decisions for the Company even though the Subscriber’s subscription investment is not made with the Crowdfunding Issuer.
(d) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities that 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.
(de) The aggregate number value of Securities the SAFEs to be sold by the Crowdfunding Issuer shall not exceed 4,514,621 $1,234,999.87 (the “Maximum Offering”including transaction fees). The Company may accept subscriptions until the termination of the Offering in accordance with its terms February 1, 2025. Providing that subscriptions for $5,000.65 are received (the “Termination DateMinimum Offering”). The , 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”). There is a transaction fee equal to 3% per investment on each transaction, up to a maximum of $300 (“Investor Fee”).
(ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 8 hereof, which shall remain in force and effect.
(g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber as set forth herein and the terms of this Subscription Agreement.
Appears in 1 contract
Sources: Subscription Agreement
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCEntertainment Arts Research Inc., a registered series of a Delaware series limited liability company Nevada corporation (the “Company”), at a purchase price of $5.00 0.15 per membership interest share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits 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 ______________, 2022 (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 Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 for the Company shall not exceed 4,514,621 150,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until the termination of date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with its terms 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 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
Appears in 1 contract
Sources: Subscription Agreement (Entertainment Arts Research, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Security Interests (the “Securities”), of YSMD Series Buttonwood 19-3 Craveworthy CF SPV, LLC, a registered series of a Delaware series Nevada limited liability company (the “Company”), at a purchase price of $5.00 per membership interest (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription Company is serving as a “crowdfunding vehicle” as defined under Rule 3a‐9 of the Investment Company Act of 1940, as amended, for Class A Units (the “Class A Units”) to be acquired from Craveworthy LLC., a Nevada Limited Liability Company (the “Crowdfunding Issuer”). The Securities being subscribed for under this Subscription Agreement constitute limited liability company membership interests of the Company which relate to securities being issued by the Crowdfunding Issuer on a one‐to‐one basis, with the Class A Units being offered at a price of $20, or 4 Units1.05 per unit (the “Underlying Securities”). The rights of the membership interest Securities are as set forth in the Limited Liability Company Agreement of the Company; and the rights of the Underlying Securities are as set forth in the Operating Agreement of YSMD, LLC the Crowdfunding Issuer; and any description of the respective series designation, filed as Exhibits to Securities or the Class A Units that appears in the Offering Statement of the Company filed with the SEC (the “Offering Statement”)Materials is qualified in its entirety by such document.
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (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 a copy of the Offering Circular and Offering Statement including exhibits thereto of the Crowdfunding Issuer filed with the SEC and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating AgreementLimited Liability Company Agreement of the Company.
(c) The Subscriber understands that the Crowdfunding Issuer, as Manager of the Company, will make all decisions for the Company even though the Subscriber’s subscription investment is not made with the Crowdfunding Issuer.
(d) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities that 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.
(de) The aggregate number value of Securities the shares of Series B Preferred to be sold by the Crowdfunding Issuer shall not exceed 4,514,621 (the “Maximum Offering”)$5,000,000. The Company may accept subscriptions until the termination of the Offering in accordance with its terms April 30, 2024 (the “Termination Date”). The Providing that subscriptions of $10,000 worth of Securities are received, the Company may elect at any time to close all or any a portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 7 hereof, which shall remain in force and effect.
(g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber as set forth herein and the terms of this Subscription Agreement.
Appears in 1 contract
Sources: Subscription Agreement
Subscription. (a1) The undersigned (“Subscriber”) Subject to the conditions to closing set forth herein, each Purchaser hereby irrevocably subscribes for and agrees to purchase Series Interests Securities for the aggregate purchase price set forth on the signature page of such Purchaser hereto (the “SecuritiesSubscription Amount”). The Securities to be issued to each Purchaser hereunder shall consist of Shares in an amount equal to the quotient of (x) the Subscription Amount, divided by (y) the Share Purchase Price, rounded down to the nearest whole number.
(2) For the purposes of YSMD Series Buttonwood 19-3 LLCthis Agreement, a registered series of a Delaware series limited liability company the purchase price for each Share shall be $18.4932 (the “CompanyShare Purchase Price”), at a purchase price .
(3) The Company shall use its reasonable best efforts to hold the closing of $5.00 per membership interest the Offering (the “Per Security PriceClosing”, and the date of the Closing, the “Closing Date”) as soon as practicable after entry of the Confirmation Order by the Bankruptcy Court approving the Plan of Reorganization. Prior to the Closing, each Purchaser shall deliver the applicable Subscription Amount, by wire transfer to an escrow account in accordance with the wire transfer instructions set forth on Schedule A, and such amount shall be held in the manner described in Paragraph (4) below. There is no minimum Subscription Amount required for the Closing.
(4) All payments for Securities made by the Purchasers will be deposited as soon as practicable but by no later than 5:00 p.m. (New York time) on the date of this Agreement, in a non-interest bearing escrow account. With respect to each Purchaser, payments for Securities made by such Purchaser will be returned promptly, prior to an applicable Closing, without interest or deduction, if, or to the extent, (i) such Purchaser’s subscription is rejected by the Company; (ii) the Offering is terminated for any reason; or (iii) upon request by such Purchaser, if the Closing does not occur within fifteen (15) days after the date of the Confirmation Order; provided, however, that the foregoing clause (iii) shall not relieve any Purchaser of any liability in the event the Closing does not occur within such fifteen (15) day period due to the failure of a Purchaser to deliver such Purchaser’s applicable Subscription Amount.
(5) Upon receipt by the Company of the requisite payment for all Securities to be purchased by the Purchasers whose subscriptions are accepted, the Company shall, at the Closing: (i) issue to each Purchaser stock certificates representing the shares of Common Stock purchased at such Closing under this Agreement; (ii) deliver to the Purchasers a certificate stating that the representations and warranties made by the Company in Section C of this Agreement are true and correct in all material respects on the date of such Closing relating to the Securities subscribed for pursuant to this Agreement as though made on and as of such Closing Date (provided, however, that representations and warranties that speak as of a specific date shall continue to be true and correct as of the Closing with respect to such date); (iii) cause to be delivered to the Purchasers an opinion of Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP substantially in the form of Exhibit A hereto; and (iv) cause to be delivered to the Purchasers as of a date within five (5) days of the Closing Date evidence of the good standing and corporate existence of the Company issued by the Delaware Secretary of State. Notwithstanding anything to the contrary herein, the Company and Purchasers agree that no funds may be released to the Company from the escrow account until entry of the Confirmation Order by the Bankruptcy Court approving the Plan of Reorganization, all of the items required to be delivered by the Company pursuant to clauses (i), (ii), and (iii) of this Paragraph (5) have been delivered in accordance with this Paragraph (5) and all other conditions to Closing set forth in this Agreement have been satisfied or waived. Upon satisfaction or waiver of all conditions to Closing set forth in this Agreement, funds may be released from the escrow account upon the written instructions of the Company.
(6) Each Purchaser acknowledges and agrees, solely with respect to itself, that (i) the purchase of Shares by such Purchaser pursuant to the Offering is subject to all the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of in this Agreement; and (ii) this Agreement shall be binding upon such Purchaser upon the membership interest are as set forth in the Operating Agreement of YSMD, LLC execution and the respective series designation, filed as Exhibits delivery to the Offering Statement Company of such Purchaser’s signed counterpart signature page to this Agreement unless and until the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (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. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, shall promptly reject the subscription may no longer be revoked at the option of the Subscriber. 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 terminatebeing made hereby by such Purchaser.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) Investor hereby irrevocably subscribes for and agrees to purchase Series Interests (from ParentCo, and ParentCo hereby irrevocably agrees to sell to the “Securities”)Investor, the number of YSMD Series Buttonwood 19-3 LLC, a registered series of a Delaware series limited liability company (the “Company”), at a purchase price of $5.00 per membership interest (the “Per Security Price”), upon the terms and conditions Shares set forth herein. The minimum subscription is $20, or 4 Units. The rights on the signature page of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits 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 ______________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received in each case, on the terms and subject to the conditions provided for herein. Notwithstanding anything to the contrary contained in this Subscription Agreement, copies the number of Shares that the Investor is obligated to purchase under this Subscription Agreement shall be reduced such that immediately after the Closing and the closing of the Offering Circular and Offering Statement including exhibits thereto and any other information required Transaction, the beneficial ownership of all entities that that are advised, managed or sponsored by the Subscriber to make an investment decision. It is a condition of Investor’s portfolio manager (as disclosed on the Company’s acceptance signature page of this subscription Subscription Agreement) (the “Relevant Entities”) of: (a) all Existing Securities (defined below), plus (b) all shares of Class A common stock acquired by the Relevant Entities on or after the date of this Agreement that Subscriber becomes a party the Relevant Entities have not transferred or elected to redeem or otherwise tender or submit for redemption through immediately prior to the Operating Agreement.
Closing, plus (c) The Subscriber’s subscription may be accepted shares of Class A common stock issuable upon the exercise of all Issuer warrants acquired by the Relevant Entities (other than the Investing Desk) on or rejected in whole or in part, at any time after the date of this Agreement that the Relevant Entities (other than the Investing Desk) have not transferred through immediately prior to the Closing, plus (d) the Shares subscribed for hereunder, minus (e) any portion of the Existing Securities which the Relevant Entities have sold subsequent to the date of this Agreement, does not exceed the beneficial ownership limit for Issuer’s Class A common stock (calculated in accordance with Rule 13d-3, except that the Issuer warrants shall be deemed exercisable within sixty days for purposes of such calculation), expressed as a Closing Date percentage, solely to the extent set forth on the signature page of this Subscription Agreement (which shall not be lower than 8.49%) (the “Ownership Limit”), calculated in good faith by Issuer on a pro forma basis accounting for the Transaction and any redemptions. On the date of this Subscription Agreement, the Relevant Entities own the shares of Issuer’s Class A common stock and Issuer warrants set forth on the signature page of this Subscription Agreement (such disclosed shares, together with shares of Class A common stock issuable upon exercise of such disclosed warrants, the “Existing Securities”). During the week prior to the Bright Lights Shareholders Meeting (as hereinafter defineddefined in the BCA), Investor will provide the Issuer, promptly upon request, with documentary evidence reasonably requested by the Company at its sole discretion. Upon Issuer to evidence the expiration number of shares of Class A common stock and number of Issuer warrants that the Relevant Entities continue to own as of the period specified in Subscriber’s state for notice filings before sales may day prior to delivery of such information. In addition, on the business day immediately preceding the Closing Date, Investor will provide the Issuer with documentary evidence of the number of shares of Class A common stock and number of Issuer warrants that the Relevant Entities continue to own as of the day prior to delivery of such information (the “Pre-Closing Securities Amount”). The Pre-Closing Securities Amount shall be made in such statethe amount used to determine what reduction, if any, the subscription may no longer is to be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate made to Subscriber only a portion of the number of Securities Subscriber has subscribed forShares that Investor is obligated to purchase under this Subscription Agreement. The Company will notify Subscriber whether For purposes of this subscription Section 1, the term “Investing Desk” shall mean the Investor; provided, however, that if the Investor is accepted (whether in whole or in part) or rejected. If Subscribera multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Investor’s subscription is rejectedassets then the term “Investing Desk” shall mean only the portion of assets managed by the portfolio manager who made the investment decision to purchase the Shares covered by this Agreement; and provided, 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 further, that the term “Investing Desk” shall not exceed 4,514,621 (be read to include any entities under common management or that share an investment manager with the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). 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”)Investor.
(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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.
Appears in 1 contract
Sources: Subscription Agreement (Bright Lights Acquisition Corp.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Class A Common Stock (the “SecuritiesCommon Stock”)) of GolfSuites 1, of YSMD Series Buttonwood 19-3 LLCInc., a registered series of a Delaware series limited liability company Corporation, (the “Company”), at a purchase price of $5.00 per membership interest share listed on the subscription agreement signature page below (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units750. The Common Stock is being subscribed for under this Subscription Agreement are also referred to as the “Securities.” The rights and preferences of the membership interest Common Stock are as set forth in the Operating Agreement Amended and Restated Certificate of YSMDIncorporation, LLC and the respective series designation, filed as Exhibits amended included exhibits 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 ______________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering StatementStatement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription AgreementAgreement as provided herein, Subscriber acknowledges that Subscriber has received this accesss to 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. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 4,514,621 2,200,000 shares of Common Stock, including the 200,000 shares that may be issued for no additional cash consideration as “Bonus Shares” (as defined in the Offering Circular) (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or offering for such subscriptions submitted prior to the Termination Date on various dates (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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (the “SubscriberInvestor”) hereby irrevocably subscribes for and agrees tenders this Subscription Agreement (this “Agreement”) to purchase Series Interests (the “Securities”)DASH Medical Holdings, of YSMD Series Buttonwood 19-3 LLC, a registered series of a Delaware series limited liability company (the “Company”), at to purchase the number of Class A Units of the Company set forth on the signature page below (the “Class A Units”). The Investor must complete, execute and submit (as the case may be) the following to the Company on or before the date hereof:
(a) A duly executed copy of this Agreement;
(b) A duly executed Joinder Agreement in the form attached hereto as Exhibit A to the Limited Liability Company Agreement of the Company (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “LLC Agreement”), which LLC Agreement is attached hereto as Exhibit B (capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the LLC Agreement);
(c) A duly executed Investor Suitability Questionnaire in the form attached hereto as Exhibit C; and
(d) A wire transfer (or if approved by the Company in its sole discretion, a certified check) of immediately available funds in the amount of the total number of Class A Units being subscribed multiplied by the purchase price of $5.00 1,000 per membership interest Class A Units (the “Per Security PriceSubscription Funds”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of Investor shall provide the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits Subscription Funds to the Offering Statement of Company pursuant to the payment instructions provided separately to Investor by the Company filed with in writing. Deposit of Subscription Funds to the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered Company pursuant to an offering circular dated ______________, 2022 (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. It is a condition of such payment does not constitute the Company’s acceptance of a subscription. The Investor acknowledges that this subscription that Subscriber becomes a party to shall not become effective until it has been properly executed by the Operating Agreement.
(c) Investor and accepted by the Company. The Subscriber’s subscription Company may be accepted or rejected reject subscriptions, in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 4,514,621 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to and may limit the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effectnumber of subscriptions accepted.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Series Interests D Preferred Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCMiso Robotics, Inc., a registered series of a Delaware series limited liability company corporation (the “Company”), at a purchase price of $5.00 56.62 per membership interest share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units962.54 representing 17 shares of the Company’s Series D Preferred Stock. The rights Series D Preferred Stock being subscribed for under this Subscription Agreement and the Common Stock (“Conversion Shares”), issuable upon conversion of the membership interest Series D Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Series D Preferred Stock are as set forth in the Operating Agreement Company’s Sixth Amended and Restated Certificate of YSMD, LLC and the respective series designation, filed Incorporation included as Exhibits an exhibit 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 May [______________], 2022 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. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 4,514,621 529,848 (the “Maximum Offering”). The Company may accept subscriptions until (i) the termination of date the Maximum Offering has been sold to investors; (ii) 12 months after qualification by the SEC, or (iii) the date at which the offering is earlier terminated by the Company in accordance with its terms sole discretion (the “Termination Date”). The Company has already received subscriptions for 87,413 shares of Series C Preferred Stock (the “Minimum Offering”), and 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(f).
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) 1.1 Subscriber hereby irrevocably subscribes for and agrees to purchase Series Interests the number of shares (the “Securities”"SHARES") of common stock, par value $.001 per share (the "COMMON STOCK"), of YSMD Series Buttonwood 19-3 LLCSynova Healthcare Group, Inc., ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ 19063, a registered series of a Delaware series limited liability company Nevada corporation (the “Company”"COMPANY"), indicated on the signature page attached hereto at a the purchase price of $5.00 per membership interest set forth on such signature page (the “Per Security Price”"PURCHASE PRICE"), upon . Subscriber has made payment by wire transfer of funds in accordance with instructions from the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights Company in the full amount of the membership interest are as set forth in Purchase Price of the Operating Common Stock for which Subscriber is subscribing (the "PAYMENT").
1.2 This Agreement is part of YSMDan offering of shares of Common Stock being conducted by G.M. Capital Partners, LLC and Ltd. (the respective series designation, filed as Exhibits to the Offering Statement "PLACEMENT AGENT") on behalf of the Company filed with outside the SEC United States (the “Offering Statement”"OFFERING").
(b) 1.3 Subscriber understands that it will not earn interest on any funds held by the Securities are being offered pursuant Company prior to the date of closing of the Offering. The Placement Agent and the Company may hold an offering circular dated ______________, 2022 (the “Offering Circular”) filed with the SEC as part initial closing of the Offering Statement(the "INITIAL CLOSING") at any mutually agreeable time. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies The date of the Initial Closing is hereinafter referred to as the "INITIAL CLOSING DATE". The Company may hold additional interim closings after the Initial Closing in which the terms of the Offering Circular my not be the same for each closing. Any such interim closings are each hereinafter referred to as an "ADDITIONAL CLOSING" and Offering Statement including exhibits thereto shall occur on one or more dates each hereinafter referred to as an "ADDITIONAL CLOSING DATE." The Initial Closing Date and any other information required the Additional Closing Dates are each hereinafter sometimes referred to as a "CLOSING DATE." The last Closing is sometimes referred to herein as the "FINAL CLOSING." The date of the Final Closing is referred to herein as the "FINAL CLOSING DATE". Upon receipt by the Subscriber to make an investment decision. It is a condition Company of the Company’s acceptance of this subscription that Subscriber becomes a party requisite payment for all Common Stock to be purchased by the subscribers whose subscriptions are accepted at the Initial Closing or any Additional Closing, as applicable, and subject to the Operating Agreementsatisfaction of certain conditions, the Common Stock so purchased will be issued in the name of each such subscriber, and the name of such subscriber will be registered on the stock transfer books of the Company as the record owner of such Common Stock. The Company will, at the time of Subscriber's Closing, issue to each subscriber participating in such closing a stock certificate for the Common Stock so purchased.
1.4 Subscriber hereby agrees to be bound hereby upon (ci) The Subscriber’s subscription may be accepted or rejected execution and delivery to the Company, in whole or in partcare of the Placement Agent, at any time prior of the signature page to a this Agreement and (ii) written acceptance on the Initial Closing Date (or an Additional Closing Date, as hereinafter defined)the case may be, by the Company at its and the Placement Agent of Subscriber's subscription, which shall be confirmed by faxing to the Subscriber the signature page to this Agreement that has been executed by the Company (the "SUBSCRIPTION").
1.5 Prior to acceptance of this Agreement by the Company and the Placement Agent, Subscriber agrees that the Company and Placement Agent may, as they mutually agree in their sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole and absolute discretion, may allocate reduce the Subscription to Subscriber only a portion any number of shares of Common Stock that in the aggregate do not exceed the number of Securities shares of Common Stock hereby applied for without any prior notice to or further consent by Subscriber. Subscriber has subscribed for. The Company will notify Subscriber whether hereby irrevocably constitutes and appoints the Placement Agent and each officer of the Placement Agent, each of the foregoing acting singularly, in each case with full power of substitution, the true and lawful agent and attorney-in-fact of Subscriber, with full power and authority in Subscriber's name, place and stead to amend this subscription is accepted (whether Agreement, including, in whole or in part) or rejected. If Subscriber’s subscription is rejectedeach case, Subscriber’s payment (or portion thereof if partially rejected) will be returned 's signature page thereto, to Subscriber without interest and all effect any of Subscriber’s obligations hereunder shall terminatethe foregoing provisions of this Section 1.5.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 (1.6 Subscriber agrees and understands that the “Maximum Offering”). The Company may accept subscriptions until the termination principals of the Placement Agent may purchase Common Stock in this Offering in accordance with its terms (the “Termination Date”). 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”)for their own account.
(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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.
Appears in 1 contract
Sources: Subscription Agreement (Synova Healthcare Group Inc)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Class A Preferred Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCERC Homebuilders 2, Inc., a registered series of a Delaware series limited liability company Corporation (the “Company”), at a purchase price of $5.00 6 per membership interest share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units500. The rights Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion of the membership interest Class A Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Class A Preferred Stock are as set forth in the Operating Agreement Amended and Restated Certificate of YSMD, LLC and the respective series designation, filed Incorporation included as Exhibits Exhibit 2.1 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 [______________, 2022 ] (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. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 4,514,621 8,333,333 (the “Maximum Offering”). The Company may accept subscriptions until [______________], unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms 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 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Shares of TCM Coin Series Interests of Preferred Stock (the “Securities” or “Preferred Stock” or “Coin”), of YSMD Series Buttonwood 19-3 LLCAW Blockchain Mining, Inc., a registered series of a Delaware series limited liability company Wyoming corporation (the “Company”), at a purchase price of $5.00 1.00 per membership interest share (the “Per Security Price”), ) upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest TCM Coin Series of Preferred Stock are as set forth in the Operating Agreement Certificate of YSMDIncorporation, LLC and as amended, included in the respective series designation, filed as Exhibits to the Offering Statement Circular of the Company filed with the SEC (the “Offering StatementCircular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular Offering Circular dated _______________________________ , 2022 (the “Offering Circular”) filed with the SEC as part of the Offering StatementCircular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto the Exhibits thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 relating to the rejected portion of the subscription shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 50,000,000 shares of TCM Coin Series of Preferred Stock (the “Maximum OfferingNumber of Shares”). The Company may accept subscriptions until _____________________________, unless the termination earliest of extended by the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations (the “Termination Date”)) or until the Maximum Number of Shares under the Offering are sold. 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 1 contract
Sources: Subscription Agreement (AW Blockchain Mining, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Class A Non-voting Preferred Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCTerraCycle US Inc., a registered series of a Delaware series limited liability company C Corporation (the “Company”), at a purchase price of $5.00 100 per membership interest share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units1,000. The rights and preferences of the membership interest Class A Preferred Stock are as set forth in the Operating Agreement Amended and Restated Certificate of YSMDIncorporation, LLC and the respective series designation, filed as Exhibits Exhibit 3 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 ______________, 2022 (the 2017(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. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 4,514,621 250,000 Class A Preferred Shares (the “Maximum Offering”). The Company may accept subscriptions until one year from the termination of date upon which the Offering is qualified, unless otherwise extended by the Company in its sole discretion in accordance with its terms 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 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCQuantum Medical Transport, Inc., a registered series of a Delaware series limited liability company corporation (the “Company”), at a purchase price of $5.00 0.0001 per membership interest share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits 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 ______________, 2022 (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 Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 4,514,621 2,000,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until the termination of date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with its terms 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 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
Appears in 1 contract
Sources: Subscription Agreement (Quantum Medical Transport, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests M Preferred Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCOriginClear Inc., a registered series of a Delaware series limited liability company Nevada corporation (the “Company”), at a purchase price of $5.00 25.00 per membership interest share (the “Per Security Price”), provided that a Subscriber must purchase shares in the amount of the minimum investment, $500 (20 shares), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights and preferences of the membership interest Series M Preferred Stock are as set forth in the Operating Agreement form of YSMD, LLC and the respective series designation, filed Certificate of Designation of Series M Preferred Stock included as Exhibits Exhibit 4.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). Subject to the terms of the Offering Statement (including, without limitation, the right of the selling stockholder to withdraw from such arrangement at any time), 4.275% of the Securities purchased hereunder will be purchased from the selling stockholder named thereunder.
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 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. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 4,514,621 800,000 (the “Maximum Offering”). The Company may accept subscriptions until ____, 2021 unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms 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 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, and the terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCIntegrity Health Corporation, a registered series of a Delaware series limited liability company corporation (the “Company”), at a purchase price of $5.00 0.0001 per membership interest share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits 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 ______________, 2022 (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 Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 for the Company shall not exceed 4,514,621 5,000,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until the termination of date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with its terms 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 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests (the “Securities”), of YSMD __________, a Series Buttonwood 19-3 of Here Collection LLC, a registered series of a Delaware series limited liability company (the “Company”), at a purchase price of $5.00 1.00 per membership interest (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20100, or 4 100 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, Here Collection LLC and the respective series designation, filed as Exhibits 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 _dated_____________, 2022 (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. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) 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. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 4,514,621 _____________ (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). 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) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) Subscriber hereby irrevocably subscribes for and agrees to purchase Series Interests from the Company, and the Company agrees to issue and sell to Subscriber, such number of shares of Common Stock as is set forth on the signature page of this Subscription Agreement (the “SecuritiesShares”), of YSMD Series Buttonwood 19-3 LLC, a registered series of a Delaware series limited liability company () at the “Company”), at a purchase price of $5.00 Purchase Price per membership interest (the “Per Security Price”), upon Share and on the terms and conditions set forth provided for herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits [Notwithstanding anything 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 ______________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing contrary contained in this Subscription Agreement, if the Subscriber acknowledges that is an Eligible Subscriber has received (as defined below), if after the later of (x) the date of this Subscription Agreement, copies Agreement and (y) the public announcement of the Offering Circular and Offering Statement including exhibits thereto and Transaction Agreement the Subscriber acquires ownership of shares of Common Stock in the open market or in privately negotiated transactions with third parties (along with any other information required related rights to redeem or convert such shares in connection with the redemption conducted by the Subscriber to make an investment decision. It is a condition of Company in accordance with the Company’s acceptance of this subscription that Subscriber becomes a party organizational documents and the CFII Prospectus (as defined below) in conjunction with the Transaction Closing (the “Redemption”)) at least five (5) business days prior to the Operating Agreement.
Company’s special meeting of stockholders to approve the Transaction and the Subscriber does not redeem or convert such shares in connection with the Redemption (cincluding revoking any prior redemption or conversion elections made with respect to such shares) The Subscriber’s subscription may be accepted or rejected in whole or in part(such shares, at any time prior to a Closing Date (as hereinafter defined“Non-Redeemed Shares”), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Shares for which the Subscriber has subscribed for. The Company will notify Subscriber whether this subscription (only if an Eligible Subscriber) 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 obligated to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). 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) to Investor is not consummated for any reason, purchase under this Subscription Agreement shall have no force be reduced by the number of Non-Redeemed Shares; provided, that promptly upon the Company’s request, the Subscriber will provide the Company with documentary evidence reasonably requested by the Company to evidence such Non-Redeemed Shares. The term “Eligible Subscriber” means any subscriber in the Offering who is not a beneficial or effect with respect record owner of the Target’s equity or an affiliate of the Company prior to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain Closing.]2 1 Conform terms if language reference in force and effectfootnote 2 is removed. 2 Subscriber may elect to remove this provision from its Subscription Agreement upon execution.
Appears in 1 contract
Sources: Subscription Agreement (CF Finance Acquisition Corp II)
Subscription. (a) The undersigned (“Subscriber”) 1.1 On the basis of the representations and warranties, and subject to the terms and conditions, set forth in this Agreement, the Subscriber hereby irrevocably subscribes for and agrees to purchase Series Interests the Debenture in the Principal Amount as shown on page 2 of this Agreement, which is tendered herewith (such subscription and agreement to purchase being the “SecuritiesSubscription”), of YSMD Series Buttonwood 19-3 LLCand the Issuer agrees to sell the Debenture to the Subscriber, a registered series of a Delaware series limited liability company (the “Company”), at a purchase price of $5.00 per membership interest (the “Per Security Price”), effective upon the terms and conditions set forth hereinIssuer’s acceptance of this Agreement. The minimum subscription is $20, or 4 Units. The rights form of debenture will be in substantially the membership interest are same form attached hereto as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed Exhibit E.
1.2 Concurrently with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, the Subscriber acknowledges that and the Issuer agree to deliver an executed copy of a general security agreement, which secures the obligations of the Issuer to the Subscriber has received this Subscription Agreement, copies under the Debenture.
1.3 The Principal Amount of the Note will mature six months (“Maturity”) after closing of the Offering Circular and Offering Statement including exhibits thereto and any other information required (the “Closing”). The Principal Amount will accrue interest at 10% per annum, which interest will be payable at Maturity unless earlier converted by the Subscriber to make an investment decision. It is a condition in accordance with the terms of the Company’s acceptance Debenture. All but not less than all of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription Principal Amount plus any accrued interest thereon may be accepted or rejected in whole or in partconvertible at the option of the Subscriber, at any time prior to Maturity, into units of the Company (each, a “Unit”) at a conversion price of $0.20 per Unit, subject to adjustment. Each Unit will consist of one common share of the Company (each, a “Share”) and one non-transferable share purchase warrant (each, a “Warrant”), with each Warrant entitling the holder to acquire an additional common share of the Company at the exercise price of $0.40 for a period of two years from the Closing Date (each, a “Warrant Share”).
1.4 On the Closing Date, and as hereinafter defined)additional consideration to the Subscriber for the advancement of the Principal Amount, by the Company at its sole discretion. Upon will issue 200,000 additional Units to the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. 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 4,514,621 (the “Maximum OfferingLoan Fee Units”). The Company may accept subscriptions until Debenture, the termination Shares, the Warrants, the Warrant Shares and the Loan Fee Units, consisting of the Offering in accordance with its terms (additional Shares, Warrants and Warrant Shares thereunder, are referred to herein as the “Termination DateSecurities”). 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 1.5 All dollar amounts referred to in this subscription Agreement are in its entiretyUS dollars, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effectunless otherwise indicated.
Appears in 1 contract
Sources: Private Placement Subscription Agreement (Strongbow Resources Inc.)