Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock (the “Securities”), of InSitu Biologics, Inc., a Delaware corporation (the “Company”), at a purchase price of $5.75 per share (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The rights of the Common Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), filed with the SEC as part of the Offering Circular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber 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 1,739,132 shares of Class A Common Stock (the “maximum number of shares”). The Company may accept subscriptions until _____________________________, unless the earliest of extended by the Company in its sole discretion in accordance with 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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (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 4 contracts
Sources: Subscription Agreement (InSitu Biologics, Inc), Subscription Agreement (InSitu Biologics, Inc), Subscription Agreement (InSitu Biologics, Inc)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class B Non-Voting Common Stock designated as “GAB Tokens” (the “Securities”), of InSitu Biologics, GAB AI Inc., a Delaware corporation (the “Company”), at a purchase price of $5.75 5.00 per share (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) ), upon the terms and conditions set forth herein. The rights of the Common Stock GAB Tokens are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular Statement of the company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), filed with the SEC as part of the Offering CircularStatement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber 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 1,739,132 shares 2,000,000 GAB Tokens, subject to adjustment for fluxuations in the exchange rate of Class A Common Stock BitCoin or Ethereum (the “maximum number of shares”). The Company may accept subscriptions until _____________________________the earlier of: (1) the date at which the maximum offering amount has been sold, (2) the date which is one year from this offering being qualified by the Commission, or (3) the date at which the offering is earlier terminated by us in our sole discretion, unless the earliest of otherwise extended by the Company in its sole discretion in accordance with 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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(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 4 contracts
Sources: Subscription Agreement (Gab Al Inc), Subscription Agreement (Gab Al Inc), Subscription Agreement (Gab Al Inc)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of InSitu Biologics, Next Thing Technology Inc., a Delaware corporation (the “Company”), at a purchase price of $5.75 3.00 per share of Class A Common Stock (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) ), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Common Stock are as set forth in the Restated Certificate of Incorporation, filed as amended, included in the Exhibits Exhibit 2.1 to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement (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, Statement including the Exhibits thereto, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(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 1,739,132 shares of Class A Common Stock 25,000,000 (the “maximum number of sharesMaximum Offering”). The Company may accept subscriptions until _____________________________, unless the earliest termination of extended by the Company in its sole discretion Offering in accordance with applicable SEC regulations its terms (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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(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 4 contracts
Sources: Subscription Agreement (Next Thing Technologies, Inc), Subscription Agreement (Next Thing Technologies, Inc), Subscription Agreement (Next Thing Technologies, Inc)
Subscription. (a) The undersigned (“Subscriber”) Investor hereby irrevocably subscribes for and agrees to purchase Common Stock shares (the “SecuritiesShares”) of common stock (the “Common Stock”), par value $0.001 per share, of InSitu BiologicsCityzenith Holdings, Inc., a Delaware corporation (the “Company”), . Such purchases shall be made at a purchase price of $5.75 1.15 per share of Common Stock (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject ), rounded down to the discretion of the manager (“Minimum Purchase,”) nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The purchase price of each Share is payable in the manner provided in Section 3(a) below. The Shares being subscribed for under this Subscription Agreement are sometimes referred to herein as the “Securities.” The rights and preferences of the Common Stock Securities are as set forth in the Third Amended and Restated Certificate of IncorporationIncorporation of the Company, as amended, included available in the Exhibits to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber Investor understands that the Securities are being offered pursuant to an offering circular dated _________________________the Offering Statement qualified on ______ as well as the exhibits to the offering circular (the “Offering Circular”), ) as filed with the SEC as part of Securities and Exchange Commission (the Offering Circular“SEC”). By executing this Subscription Agreementsubscribing to the Offering, Subscriber Investor acknowledges that Subscriber Investor has received this Subscription Agreement, copies and reviewed a copy of the Offering Circular and Offering Statement, including the Exhibits thereto, Statement and any other information required by the Subscriber Investor to make an investment decisiondecision with respect to the Securities.
(c) Subscriber’s subscription This 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. 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 relating to the rejected portion of the subscription shall terminate.
(d) The aggregate number of Securities shares of Common Stock that may be sold by the Company in this offering shall not exceed 1,739,132 17,491,304 shares of Class A Common Stock (the “maximum number of sharesMaximum Shares”). The Company may accept subscriptions until _____________________________, unless the earliest of extended earlier terminated by the Company in its sole discretion in accordance with 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, 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 is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 6 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber Investor 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 and the Investor, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 4 contracts
Sources: Subscription Agreement (Cityzenith Holdings, Inc.), Subscription Agreement (Cityzenith Holdings, Inc.), Subscription Agreement (Cityzenith Holdings, Inc.)
Subscription. The person named on the front of this subscription agreement (a) The undersigned (the “SubscriberPurchaser”) (this “Subscription Agreement”), intending to be legally bound, hereby irrevocably subscribes for and agrees to purchase Common Stock (the “Securities”)from Series #TICKER, a series of InSitu BiologicsRSE Portfolio, Inc.LLC, a Delaware corporation series limited liability company (the “Company”), the number of Series #TICKER Interests (the “Series #TICKER Interests”) set forth on the front of this Subscription Agreement at a purchase price of $5.75 PRICE (USD) per share (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) upon Series #TICKER Interest and on the terms and conditions set forth herein. The rights of the Common Stock are as set forth in the Certificate of Incorporation, Amended and Restated Operating Agreement (as amended, included in restated, and supplemented from time to time the Exhibits to “Operating Agreement”) governing the Offering Circular Company dated on or around the date of acceptance of this subscription by RSE Portfolio Manager, LLC, the managing member of the company filed with the SEC Company (the “Offering Circular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering CircularManager”), filed a copy of which the Purchaser has received and read. This subscription is submitted by the Purchaser in accordance with and subject to the SEC as part of the Offering Circular. By executing terms and conditions described in this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of relating to the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), exempt offering by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate of up to Subscriber only a portion NUMBER Series #TICKER Interests for maximum aggregate gross proceeds 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 1,739,132 shares of Class A Common Stock $AMOUNT (the “maximum number of sharesOffering”). The Company may accept subscriptions until _____________________________, unless the earliest of extended further Series #TICKER Interests are issued by the Company in its sole discretion in accordance with applicable SEC regulations the terms of the Operating Agreement. Upon the basis of the representations and warranties, and subject to the terms and conditions, set forth herein, the Company agrees to issue and sell the Series #TICKER Interests to the Purchaser on the date the Offering is closed (the “Termination DateClosing”) or until for the maximum number of shares under aggregate purchase price set forth on 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 front page hereto (the Termination Date (each a “Closing DateSubscription Price”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(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 4 contracts
Sources: Subscription Agreement (RSE Portfolio, LLC), Subscription Agreement (RSE Portfolio, LLC), Subscription Agreement (RSE Portfolio, LLC)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock (the “Securities”), of InSitu Biologics, Inc.BioLife4d, a Delaware corporation (the “Company”), at a purchase price of $5.75 5.00 per share (the “Per Security Price”) with a minimum purchase of 50 25 shares or $287.50 250 or higher subject to the discretion discretionary of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The rights of the Common Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), filed with the SEC as part of the Offering Circular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber 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 1,739,132 5,000,000 shares of Class A Non-Voting Common Stock (the “maximum number of shares”). The Company may accept subscriptions until _____________________________, unless the earliest of extended by the Company in its sole discretion in accordance with 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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(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 4 contracts
Sources: Subscription Agreement (BioLife4D Corp), Subscription Agreement (BioLife4D Corp), Subscription Agreement (BioLife4D Corp)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock Series Interests (the “Securities”), of InSitu Biologics, Inc.YSMD Series 2340 Hilgard LLC, a registered series of a Delaware corporation series limited liability company (the “Company”), at a purchase price of $5.75 5.00 per share membership interest (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) ), upon the terms and conditions set forth herein. The minimum subscription is $100, or 20 Units. The rights of the Common Stock membership interest are as set forth in the Certificate Operating Agreement of IncorporationYSMD, LLC and the respective series designation, filed as amended, included in the Exhibits to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(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 CircularStatement. 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, 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 1,739,132 shares of Class A Common Stock 4,514,621 (the “maximum number of sharesMaximum Offering”). The Company may accept subscriptions until _____________________________, unless the earliest termination of extended by the Company in its sole discretion Offering in accordance with applicable SEC regulations its terms (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 effecteffect with respect to the rejected subscription (or portion thereof), 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 (Ysmd, LLC), Subscription Agreement (Ysmd, LLC), Subscription Agreement (Ysmd, LLC)
Subscription. (a) The undersigned (“Subscriber”) Investor hereby irrevocably subscribes for and agrees to purchase Common Stock shares (the “SecuritiesShares”) of common stock (the “Common Stock”), par value $0.001 per share, of InSitu BiologicsCommodore Hospitality, Inc., a Delaware corporation (the “Company”), . Such purchases shall be made at a purchase price of $5.75 10.00 per share of Common Stock (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject ), rounded down to the discretion of the manager (“Minimum Purchase,”) nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The purchase price of each Share is payable in the manner provided in Section 3(a) below. The Shares being subscribed for under this Subscription Agreement are sometimes referred to herein as the “Securities.” The rights and preferences of the Common Stock Securities are as set forth in the Amended and Restated Certificate of IncorporationIncorporation of the Company, as amended, included available in the Exhibits to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber Investor understands that the Securities are being offered pursuant to an offering circular dated the Offering Statement qualified on _______________________________ , 2021 as well as the exhibits to the offering circular (the “Offering Circular”), ) as filed with the SEC as part of Securities and Exchange Commission (the Offering Circular“SEC”). By executing this Subscription Agreementsubscribing to the Offering, Subscriber Investor acknowledges that Subscriber Investor has received this Subscription Agreement, copies and reviewed a copy of the Offering Circular and Offering Statement, including the Exhibits thereto, Statement and any other information required by the Subscriber Investor to make an investment decisiondecision with respect to the Securities.
(c) Subscriber’s subscription This 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. 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 relating to the rejected portion of the subscription shall terminate.
(d) The aggregate number of Securities shares of Common Stock that may be sold by the Company in this offering shall not exceed 1,739,132 7,500,000 shares of Class A Common Stock (the “maximum number of sharesMaximum Shares”). The Company may accept subscriptions until _____________________________, unless the earliest of extended earlier terminated by the Company in its sole discretion in accordance with 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, 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 is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 6 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber Investor 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 and the Investor, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 3 contracts
Sources: Subscription Agreement (Commodore Hospitality, Inc), Subscription Agreement (Commodore Hospitality, Inc), Subscription Agreement (Commodore Hospitality, Inc)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase shares of Common Stock (the “Securities”), of InSitu BiologicsHowloo, Inc., Inc. a Delaware corporation (the “Company”), at a purchase price of $5.75 3.79 per share (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) ), upon the terms and conditions set forth herein. The minimum subscription is $496.49. The rights and preferences of the Common Stock common stock are as set forth in the Company’s Amended and Restated Certificate of Incorporation, the amendments thereto, and the Company’s Bylaws, found as amended, included in the Exhibits 2.1 – 2.3 to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ [DATE] (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(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 1,739,132 shares of Class A Common Stock 1,978,891 (the “maximum number of sharesMaximum Offering”), plus certain bonus shares that may be issued to certain investors as set forth in the Offering Statement. The Company may accept subscriptions until _____________________________on a continuous basis, unless the earliest of otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”) 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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(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 and the Subscriber, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 3 contracts
Sources: Subscription Agreement (Howloo, Inc.), Subscription Agreement (Howloo, Inc.), Subscription Agreement (Howloo, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock Units (the “Securities”), of InSitu BiologicsCalTier Fund I, Inc.LP, a Delaware corporation Limited Partnership (the “Company”), at a purchase price of $5.75 5 per share Unit (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) ), upon the terms and conditions set forth herein. The minimum subscription is $500 for U.S. Persons and $100,000 for non-U.S. Persons. The rights and preferences of the Common Stock Unit are as set forth in the Certificate of Incorporation, Limited Partnership Agreement filed as amended, included in the Exhibits Exhibit A to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”). This agreement is revocable up to 30 days after the subscriber signs the agreement, after which this agreement will be irrevocable.
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [_______________________________ ] (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, 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 Limited Partnership 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. 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 1,739,132 shares of Class A Common Stock 10,000,000 (the “maximum number of sharesMaximum Offering”). The Company may accept subscriptions until [_____________________________], unless the earliest of otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”) or until ). Providing that subscriptions for 150,000 Securities are received and have been committed for at least 30 days (the maximum number of shares under “Minimum Offering”), 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”). However, for any Subscriber the Closing Date will be at least thirty days after such Subscriber executes this Subscription Agreement.
(e) At any time and for any reason up to the later of (i) the date the Minimum Offering has been received or (ii) 30 days from executing this Subscription Agreement, Subscriber may revoke their subscription in entirety. If Subscriber’s subscription is revoked, Subscriber’s payment will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(f) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(fg) 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 and the Subscriber, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 3 contracts
Sources: Subscription Agreement (Caltier Fund I LP), Subscription Agreement (Caltier Fund I LP), Subscription Agreement (Caltier Fund I LP)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Common Stock (the “Securities”), of InSitu BiologicsFuture Pearl Labs, Inc.Inc. dba “Bobacino”, a Delaware corporation (the “Company”), at a purchase price of $5.75 [__] per share (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) ), upon the terms and conditions set forth herein. The minimum subscription is [_] shares. The rights of the Common Stock are as set forth in the Amended and Restated Certificate of Incorporation, as amended, included in the Exhibits Incorporation to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that StartEngine Primary, LLC (“StartEngine Primary”), which is serving as the Company’s broker-dealer in this offering, will assess a processing fee of 3.5% of the value of the shares subscribed for. This processing fee shall count against the per investor limit set out in Section 4(d)(ii) below.
(c) Subscriber understands that the Securities are being offered pursuant to an offering circular dated November [_______________________________ ], 2020 (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(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. 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 relating to the rejected portion of the subscription shall terminate.
(de) The aggregate number of Securities sold shall not exceed 1,739,132 shares of Class A Common Stock [___] (the “maximum number of sharesMaximum Offering”). The Company may accept subscriptions until _____________________________, 2021, unless the earliest of otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”) 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”).
(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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(fg) 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 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 Company consents to the transfer in its sole discretionterms of this Section 1(g).
Appears in 3 contracts
Sources: Subscription Agreement (Future Pearl Labs, Inc), Subscription Agreement (Future Pearl Labs, Inc), Subscription Agreement (Future Pearl Labs, Inc)
Subscription. (a) The undersigned (“SubscriberInvestor”) hereby irrevocably subscribes for and agrees to purchase Common Stock the securities set forth on the signature page of this subscription agreement (the, “Securities”) in the amount set forth on the signature page of this subscription agreement (the “SecuritiesAgreement”), ) of InSitu Biologics, Inc., a Delaware corporation the party(is) set forth on the signature page of this subscription agreement (together with the “CompanyIssuer”), ) at a purchase price set forth on the signature page of $5.75 per share this subscription agreement, (the “Per Security Purchase Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) ), upon the terms and conditions set forth herein. The rights herein and pursuant to Section 4(a)(6) of the Common Stock are as set forth in the Certificate Securities Act of Incorporation1933, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC amended (the “Offering CircularSecurities Act”) and Regulation Crowdfunding promulgated thereunder (“Regulation Crowdfunding”), Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder (“Regulation D”) or Regulation A of the Securities Act.
(b) Subscriber Investor understands that the Securities are being offered (the “Offering”) pursuant to an offering circular dated _______________________________ filed with the U.S. Securities and Exchange Commission (the “SEC”) as part of the Offering Circular”)Statement, and all exhibits thereto, on Form 1-A of the Issuer, an Offering Statement on Form C of the Issuer, and all exhibits thereto, filed with the SEC or a private offering memorandum, and all exhibits thereto, dated as part of the date set forth on the signature page of this subscription agreement (the “Offering Circular. Statement” together will all other offering materials, including exhibits thereto, the “Offering Materials”).
(c) By executing this Subscription Agreement, Subscriber Investor acknowledges that Subscriber Investor has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, Materials and any other information required by the Subscriber Investor to make an investment decision.
(c) Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber 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 Subscriber shall not exceed 1,739,132 shares of Class A Common Stock (the “maximum number of shares”). The Company may accept subscriptions until _____________________________, unless the earliest of extended by the Company in its sole discretion in accordance with 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 deliver a signed copy of this offering, on various dates at or prior to Agreement along with payment for 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 aggregate purchase price of the Securities by the permissible payment methods set forth in the Offering Materials to the account designated by the Issuer in the Offering Materials, or by of such other methods set forth in the Offering Materials. If the Investor submits its investment funds by an electronic payment option offered by the Issuer of its agents, the Investor hereby: (i) authorizes the automatic processing of a charge to its credit card account or any portion thereof) is not consummated debit to its bank account for any reason, and all balances due and payable under this Subscription Agreement shall have no force Agreement; (ii) acknowledges that there may be fees payable for processing its payment which will not be refundable of the Investor’s investment commitment is rejected; and (iii) acknowledges and agrees Investor will not initiate a chargeback or effect, except for Section 5 hereof, which shall remain in force reversal of funds on account of any issues that arise pursuant to this investment and effect.
(f) The terms of this Subscription Agreement shall Investor may be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that liable for any and all damages that could ensue as a result of 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 chargebacks or reversals initiated by the representations and warranties of Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretionInvestor.
Appears in 3 contracts
Sources: Subscription Agreement (C3 Bullion, Inc.), Subscription Agreement (C3 Bullion, Inc.), Subscription Agreement (C3 Bullion, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “SecuritiesCommon Stock”), ) of InSitu BiologicsGolfSuites 1, Inc., a Delaware corporation Corporation, (the “Company”), at a purchase price of $5.75 per share listed on the subscription agreement signature page below (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) ), upon the terms and conditions set forth herein. The minimum subscription is also listed on the subscription agreement signature page below. The Class A Common Stock is being subscribed for under this Subscription Agreement are also referred to as the “Securities.” The rights and preferences of the Common Stock are as set forth in the Amended and Restated Certificate of Incorporation, as amended, amended included in the Exhibits exhibits to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement (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 Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including the Exhibits thereto, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(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. 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 1,739,132 6,000,000 shares of Class A Common Stock (the “maximum number of sharesMaximum Offering”). The There is no minimum required offering amount and the Company may accept subscriptions until _____________________________, unless the earliest termination of extended by the Company in its sole discretion Offering in accordance with applicable SEC regulations its terms (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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(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 (GolfSuites 1, Inc.), Subscription Agreement (GolfSuites 1, Inc.), Subscription Agreement (GolfSuites 1, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and a. Investor agrees to purchase buy and the Company agrees to sell and issue to Investor such number of Shares of Common Stock as set forth on the signature page hereto (the “SecuritiesSignature Page”), for an aggregate purchase price equal to the product of InSitu Biologics(x) the aggregate number of Shares of Common Stock the Investor has agreed to purchase and (y) the Purchase Price per Share.
b. The Common Shares are being offered by the Underwriter on a “best efforts, Inc., a Delaware corporation minimum/maximum” basis. The completion of the purchase and sale of the Shares (the “CompanyClosing”), ) shall take place at a purchase price of $5.75 per share place and time (the “Per Security PriceClosing Date”) to be specified by the Company and Underwriter in accordance with a minimum purchase Rule 15c6-1 promulgated under the Securities Exchange Act of 50 shares 1934, as amended (the “Exchange Act”). Upon satisfaction or $287.50 or higher subject waiver of all the conditions to the discretion of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The rights of the Common Stock are as closing set forth in the Certificate Underwriting Agreement and Registration Statement, at the Closing, (i) the Investor shall pay the Purchase Price by check or by wire transfer of Incorporation, as amended, included in the Exhibits immediately available funds to the Offering Circular Company’s escrow account per wire instructions as provided on the signature line below, and (ii) the Company shall cause the Shares to be delivered to the Investor with the delivery of the company filed Shares to be made through the facilities of The Depository Trust Company’s (“DTC”) DWAC system in accordance with the SEC instructions set forth on the signature page attached hereto under the heading “DWAC Instructions” (or, if requested by the Investor on the signature page hereto, through the physical delivery of certificates evidencing the Shares to the residential or business address indicated thereon).
c. The Underwriter and any participating broker dealers (the “Offering CircularMembers”).
(b) Subscriber understands shall confirm, via the selected dealer agreement or master selected dealer agreement that the Securities are being offered pursuant it will comply with Rule 15c2-4. As per Rule 15c2-4 and notice to an offering circular dated _______________________________ members 84-7 (the “Offering CircularRule”), filed all checks that are accompanied by a subscription agreement will be promptly sent along with the SEC subscription agreements to the escrow account by noon the next business day. In regards to monies being wired from an investor’s bank account, the Members shall request the investors send their wires by the next business day, however, we cannot insure the investors will forward their respective monies as part per the Rule. In regards to monies being sent from an investor’s account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the Offering Circular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) 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 discretionnext business day. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of event that funds are sent in and 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 offering does not exceed 1,739,132 shares of Class A Common Stock (the “maximum number of shares”). The Company may accept subscriptions until _____________________________, unless the earliest of extended by the Company in its sole discretion in accordance with applicable SEC regulations (the “Termination Date”) or until the maximum number of shares under the Offering are sold. The Company may elect at close for any time to close all or any portion of this offering, on various dates at or reason prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or set forth in the event final Registration Statement, all funds will be returned to investors promptly in accordance with the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force escrow agreement terms and effectapplicable law.
(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: Underwriting Agreement (Jerash Holdings (US), Inc.), Underwriting Agreement (Jerash Holdings (US), Inc.), Subscription Agreement (Jerash Holdings (US), Inc.)
Subscription. (a) The undersigned (“SubscriberInvestor”) hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) of Non-voting Common Stock (the “SecuritiesNon-voting Common Stock”), par value $0.0000001 per share, of InSitu Biologics, Jet Token Inc., a Delaware corporation (the “Company”), which shares of Non-voting Common Stock are convertible into shares of Common Stock of the Company, par value $0.0000001 per share (the “Common Stock”). Such purchases shall be made at a purchase price of $5.75 0.30 per share of Non-voting Common Stock (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject ), rounded down to the discretion of the manager (“Minimum Purchase,”) nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The rights Shares being subscribed for under this Subscription Agreement and the voting Common Stock issuable upon the conversion of the shares of Non-voting Common Stock subscribed for herein are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Amended and Restated Certificate of IncorporationIncorporation of the Company, as amended, included available in the Exhibits to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber Investor understands that the Securities are being offered pursuant to an offering circular Offering Circular dated _______________________________ , 2019 (the “Offering Circular”), filed with the SEC as part of the Offering CircularStatement. By executing subscribing to the Offering, Investor acknowledges that Investor has received and reviewed this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement, Statement including the Exhibits thereto, exhibits thereto and any other information required by the Subscriber Investor to make an investment decisiondecision with respect to the Securities.
(c) SubscriberThe Investor’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. 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 relating to the rejected portion of the subscription shall terminate.
(d) The aggregate number of Securities shares of Non-voting Common Stock that may be sold by the Company in this offering shall not exceed 1,739,132 33,333,333 shares of Class A Common Stock (the “maximum number of sharesMaximum Shares”). The Company may accept subscriptions until _____________________________, 2020, unless the earliest of extended earlier terminated by the Company in its sole discretion in accordance with applicable SEC regulations (the “Termination Date”) or until ). There is no minimum offering amount and 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, 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 is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(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 (Jet Token Inc.), Subscription Agreement (Jet Token Inc.), Subscription Agreement (Jet Token Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees a. Subject to purchase Common Stock (the “Securities”), of InSitu Biologics, Inc., a Delaware corporation (the “Company”), at a purchase price of $5.75 per share (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The rights hereof, Subscriber hereby agrees to subscribe for and purchase, and the Company hereby agrees to issue and sell to Subscriber, upon the payment of the Common Stock are as set forth in Purchase Price, the Certificate of IncorporationAcquired Shares (such subscription and issuance, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering CircularSubscription”).
(b) Subscriber understands that b. On or prior to the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), filed with the SEC as part of the Offering Circular. By executing this date on which any Other Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreementif any, copies of the Offering Circular and Offering Statementis entered into, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, after consultation with the Company, at its sole discretion, may allocate to Subscriber only a portion shall notify the Company of the number of Securities Additional Acquired Shares constituting “Acquired Shares” hereunder that Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted shall elect and be obligated to purchase on the Closing Date as provided herein, which notice shall include the allocation of Class A Acquired Shares and Series B Acquired Shares constituting the “Acquired Shares” (whether in whole or in partincluding the Additional Acquired Shares) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment to be purchased hereunder (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 “Total Acquired Shares”); provided that the subscription shall terminate.
(d) The aggregate maximum number of Securities sold shall not exceed 1,739,132 Class A Acquired Shares to be purchased hereunder (the “Maximum Share Number”), together with any additional shares of Class A Common Stock (the “maximum number of shares”). The Company may accept subscriptions until _____________________________, unless the earliest of extended to be issued by the Company pursuant to all Other Subscription Agreements, if any, in its sole discretion in accordance with applicable SEC regulations the aggregate, does not exceed 19.9% of the Company’s outstanding shares of Class A Common Stock and Class C Common Stock (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 offeringas defined below), on various dates at or prior a combined basis, on the date hereof, and, to the Termination Date (each a “Closing Date”).
(e) In extent the event Maximum Share Number would be exceeded by issuing all Acquired Shares as shares of rejection of this subscription in its entiretyClass A Common Stock, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement Subscriber shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall instead be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer obligated 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 Agreementpurchase, and the Company consents shall be obligated to issue to Subscriber, that number of Series B Acquired Shares that, together with the number of Class A Acquired Shares to be purchased hereunder, equals the number of Total Acquired Shares to be purchased hereunder. At such time, Subscriber and the Company shall update and amend Subscriber’s signature page hereto to reflect the number of Acquired Shares to be purchased, and the aggregate Purchase Price to be paid, on the Closing Date as provided herein.
c. Notwithstanding anything to the transfer in contrary set forth herein, if the Company determines to finance any portion of the Remaining Purchase Price by issuing additional shares of its sole discretioncommon stock or preferred stock to one or more additional purchasers (the “Other Purchasers”) pursuant to any Other Subscription Agreement or otherwise at a price per share less than the Purchase Price payable by Subscriber hereunder, then Subscriber’s Purchase Price shall be reduced to equal the lowest per share purchase price to be paid by any such Other Purchaser (including on an as-converted basis for any shares of Series B Preferred Stock).
Appears in 3 contracts
Sources: Agreement to Assign (Centennial Resource Development, Inc.), Agreement to Assign (Centennial Resource Development, Inc.), Subscription Agreement (Centennial Resource Development, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock (the “Securities”), of InSitu Biologics, Inc.Legion Works, a Delaware corporation (the “Company”), at a purchase price of $5.75 0.50 per share (the “Per Security Price”) with a minimum purchase of 50 2000 shares or $287.50 1,000 or higher subject to the discretion discretionary of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The rights of the Common Preferred Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), filed with the SEC as part of the Offering Circular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber 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 1,739,132 shares of Class A Common Stock 57,000,000 Units (the “maximum number of sharesUnits”). The Company may accept subscriptions until _____________________________, unless the earliest of extended by the Company in its sole discretion in accordance with 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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(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 (Legion Works, Inc.), Subscription Agreement (Legion Works, Inc.), Subscription Agreement (Legion Works, Inc.)
Subscription. (a) The undersigned (“the "Subscriber”") hereby irrevocably subscribes for and agrees to purchase Common Stock (the “Securities”), of InSitu Biologics, Inc.from Contact Gold Corp., a Delaware Nevada corporation (the “"Company”"), at a purchase price of $5.75 per share (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The rights , such number of units of the Common Stock are Company ("Units") as set forth in on the Certificate of Incorporationsignature page hereto, as amended, included in for an aggregate purchase price (the Exhibits "Purchase Price") equal to the Offering Circular product of (x) the aggregate number of Units the Subscriber has agreed to purchase and (y) the purchase price per Unit (the "Subscription Price") as set forth on the signature page hereto. Each Unit consisting of one share of common stock, par value US$0.001 per share, of the company filed with the SEC Company (the “Offering Circular”"Unit Shares"), and one-half of one warrant of the Company (a "Warrant"). Each whole Warrant is exerciseable by the holder thereof to acquire, subject to adjustment in certain circumstances, one share of common stock of the Company (a "Warrant Share") at an exercise price of Cdn$0.27, on or before 4:30 p.m. (Vancouver time) on the date that is 24 months from the Closing Date. The Warrants are governed by the terms of a Warrant Indenture (the "Warrant Indenture") between the Company and Computershare Trust Company of Canada (the "Warrant Agent").
(b) The Subscriber understands that the Securities Units are being offered pursuant to an offering circular dated _______________________________ (the “"Offering Circular”), ") filed with the SEC as part of the Offering CircularStatement on Form 1-A (the "Offering Statement"). By executing this Subscription Agreement, the Subscriber acknowledges that Subscriber it has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including the Exhibits thereto, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(c) The Subscriber’s 's subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to the Subscriber only a portion of the number of Securities the Units that the Subscriber has subscribed for. The Company will notify the Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If the Subscriber’s 's subscription is rejected, the Subscriber’s 's payment (or portion thereof if partially rejected) will be returned to the Subscriber without interest and all of the Subscriber’s 's obligations hereunder relating to the rejected portion of the subscription shall terminate.
(d) The aggregate number of Securities sold shall not exceed 1,739,132 shares of Class A Common Stock (the “maximum number of shares”). The Company may accept subscriptions until _____________________________, unless the earliest of extended by the Company in its sole discretion in accordance with 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 Units (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 4 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 (Contact Gold Corp.), Subscription Agreement (Contact Gold Corp.), Subscription Agreement (Contact Gold Corp.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock (the “Securities”), of InSitu BiologicsTorque Lifestyle Brands, Inc., a Delaware corporation Colorado Corporation (the “Company”), at a purchase price of $5.75 [___] per share of Common Stock (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) ), upon the terms and conditions set forth herein. There is no minimum subscription amount. The rights of the Common Stock are as set forth in the Certificate of Incorporation, as amended, Incorporation and Bylaws included in the Exhibits to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [_______________________________ ] (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(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. 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 1,739,132 shares of Class A Common Stock [_______] (the “maximum number of sharesMaximum Offering”). The Company may accept subscriptions until [_____________________________], unless the earliest of otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”) 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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors 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 and the Subscriber, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 2 contracts
Sources: Common Stock Subscription Agreement (Torque Lifestyle Brands, Inc.), Common Stock Subscription Agreement (Torque Lifestyle Brands, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase shares of Class B Common Stock (the “Securities”), of InSitu BiologicsF▇▇▇▇▇ ▇▇▇▇▇▇▇ Laboratories, Inc., Inc. a Delaware corporation (the “Company”), at a purchase price of $5.75 10.67 per share (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) ), upon the terms and conditions set forth herein. The minimum subscription is $490.82. The rights and preferences of the Common Stock common stock are as set forth in the Company’s Amended and Restated Certificate of Incorporation, the amendments thereto, and the Company’s Bylaws, found as amended, included in the Exhibits 2.1 – 2.4 to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ [DATE] (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(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 1,739,132 937,207, plus up to 187,441 bonus shares of Class A Common Stock (the “maximum number of sharesMaximum Offering”). The Company may accept subscriptions until _____________________________on a continuous basis, unless the earliest of otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”) 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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(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 and the Subscriber, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 2 contracts
Sources: Subscription Agreement (Fisher Wallace Laboratories, Inc.), Subscription Agreement (Fisher Wallace Laboratories, Inc.)
Subscription. (a) The undersigned (whether one or more, hereafter referred to as the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock the number of shares set forth below of the shares of Class A Membership Interest (the “Securities”)) of AMAZON GOLD, of InSitu Biologics, Inc.LLC, a Delaware corporation limited liability company (the “Company”), at a purchase price of $5.75 4.00 per share (the “Per Security Share Price”) ), with a minimum purchase of 50 shares or $287.50 400.00 or higher (“Minimum Purchase”), subject to the discretion of the manager (“Minimum Purchase,”) Company and upon the terms and conditions set forth herein. The rights of the Common Stock Class A Membership Interest are as set forth in the Certificate of IncorporationFormation and Operating Agreement of the Company, as amended, each included in the Exhibits to the Offering Circular offering circular of the company Company filed with the SEC (the “Offering Circular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular statement dated _______________________________ , 2021 (the “Offering CircularStatement”), a copy of which has been filed with the SEC as part of the Offering CircularSEC. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering StatementCircular, including the Exhibits thereto, and any other Offering Materials or other information required by the Subscriber to make an investment decision.
(c) 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 Company, in its sole discretion. In addition, the Company, at in its sole discretion, may allocate to Subscriber only a portion of the number of Securities for which the Subscriber has subscribed forsubscribed. 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 1,739,132 2,500,000 shares of Class A Common Stock Membership Interest (the “maximum number Maximum Number of sharesShares”). The Company may accept subscriptions until _____________________________, 2022, unless the earliest of extended by the Company Company, in its sole discretion discretion, in accordance with applicable SEC regulations or until the Maximum Number of Shares under the Offering are sold, whichever shall first occur (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 This Agreement and the covenants made herein shall survive the closing of the purchase of the Securities, provided, however, that in the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which section shall survive termination of this Subscription Agreement and shall remain in full force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (individually and collectively, the “TransfereesTransferee”); provided provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company Company, in advance advance, an instrument in a form acceptable to the Company Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agreeagree to, 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.
(g) By agreeing to these provisions, Subscribers will not be deemed to have waived their rights under the federal securities laws and the rules and regulations thereunder.
Appears in 2 contracts
Sources: Subscription Agreement (Amazon Gold, LLC), Subscription Agreement (Amazon Gold, LLC)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase units (the “Units”) consisting of one share of Series D Preferred Stock (“Series D Preferred Stock”) and one Common Stock Purchase Warrant (the “Warrants”) to purchase one share of common stock, $.001 par value per share (the “Common Stock”) (collectively, with the Bonus Shares as defined in the Offering Circular, the “Securities”), of InSitu BiologicsHypha Labs, Inc., a Delaware Nevada corporation (the “Company”), at a purchase price of $5.75 1,000 per share Unit (the “Per Security Unit Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) ), upon the terms and conditions set forth herein. The minimum subscription is $1,000, or 5,000 Units (not including the transaction fee described below). The rights and preferences of the Series D Preferred Stock and Common Stock are as set forth in the Certificate of Designation or Articles of Incorporation, as amended, included in of the Exhibits Company, respectively, filed as an exhibit to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”). The terms and conditions of the Warrants are as set forth in the Form of Warrant included as an exhibit to the Offering Statement.
(b) Subscriber understands that the Company will assess a transaction fee of 2.0% of the value of the Units subscribed for up to a maximum of $100.00. This transaction 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 _______________________________ (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement (SEC File No. 024-12579, 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, Statement including the Exhibits thereto, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(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 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.
(de) The aggregate number of Securities Units sold shall not exceed 1,739,132 shares of Class A Common Stock $10,000,000 (the “maximum number Maximum Offering”) composed of shares”50,000,000 Units to be sold by the Company and 10,000,000 shares of Series D Preferred Stock issued for no additional consideration as Bonus Shares (as defined in the Offering Circular). The Company may accept subscriptions until _____________________________, unless the earliest termination of extended by the Company in its sole discretion Offering in accordance with applicable SEC regulations its terms (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”).
(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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(fg) 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 (Hypha Labs, Inc.), Subscription Agreement (Hypha Labs, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Class B Non-Voting Common Stock (the “Securities”), of InSitu BiologicsCalifornia Tequila, Inc., a Delaware California corporation (the “Company”), at a purchase price of $5.75 8.00 per share (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) ), upon the terms and conditions set forth herein. The minimum subscription is $480. The rights of the Class B Non-Voting Common Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits Amendment of Articles of Incorporation to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(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 _______________________________ [May XX, 2021] (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(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. 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 relating to the rejected portion of the subscription shall terminate.
(de) The aggregate number of Securities sold shall not exceed 1,739,132 1,500,000, excluding the 150,000 shares of Class A Common Stock that may be issued as “Bonus Shares” (as defined in the Offering Circular) (the “maximum number of sharesMaximum Offering”). The Company may accept subscriptions until _______________________[______, 2022], unless the earliest of otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”) 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”).
(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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(fg) 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 Subscriber, 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 Company consents to the transfer in its sole discretionterms of this Section 1(g).
Appears in 2 contracts
Sources: Subscription Agreement (California Tequila, Inc.), Subscription Agreement (California Tequila, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase shares of Common Stock (the “Securities”), of InSitu BiologicsM2i Global, Inc., a Delaware Nevada corporation (the “Company”), at a purchase price of $5.75 1.75 per share of Common Stock (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) ), upon the terms and conditions set forth herein. The minimum subscription is $999.25, or 571 shares of Common Stock, plus an Investor Fee of 2.0%, which makes the total of a minimum subscription to be $1,019.24. The rights and preferences of the Common Stock are as set forth in the Company’s Amended and Restated Certificate of Incorporation, as amended, included in the Exhibits filed as an exhibit to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Company will assess a processing fee of 2% of the value of the Securities subscribed for (“Investor Fee”). This processing fee shall count against the per investor limit set out in Section 4(d)(ii) below, and the Broker, DealMaker Securities, LLC will receive commissions on total subscription amount, which includes this fee.
(c) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement (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, Statement including the Exhibits thereto, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(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 relating to the rejected portion of the subscription shall terminate.
(de) The aggregate number of Securities sold shall not exceed 1,739,132 shares of Class A Common Stock 17,142,856 (the “maximum number Maximum Offering”) composed of shares”)14,285,714 shares to be sold by the Company and 2,857,142 shares issued for no additional consideration as Bonus Shares (as defined in the Offering Circular. The Company may accept subscriptions until _____________________________, unless the earliest termination of extended by the Company in its sole discretion Offering in accordance with applicable SEC regulations its terms (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”).
(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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(fg) 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 (M2i Global, Inc.), Subscription Agreement (M2i Global, Inc.)
Subscription. (a) The undersigned (“SubscriberInvestor”) hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) of Common Stock (the “SecuritiesCommon Stock”), without par value, of InSitu Biologics, Quara Devices Inc., a Delaware Wyoming corporation (the “Company”), . Such purchases shall be made at a purchase price of $5.75 5.80 per share of Common Stock (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject ), rounded down to the discretion of the manager (“Minimum Purchase,”) nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The Shares being subscribed for under this Subscription Agreement are sometimes referred to herein as the “Securities.” The rights of the Common Stock Securities are as set forth in the Certificate Articles of IncorporationIncorporation and By-laws, as amended, included of the Company available in the Exhibits to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber Investor understands that the Securities are being offered pursuant to an offering circular Offering Circular dated _______________________________ , 2020 (the “Offering Circular”), filed with the SEC as part of the Offering CircularStatement. By executing subscribing to the Offering, Investor acknowledges that Investor has received and reviewed this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement, Statement including the Exhibits thereto, exhibits thereto and any other information required by the Subscriber Investor to make an investment decisiondecision with respect to the Securities.
(c) SubscriberThe Investor’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. 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 relating to the rejected portion of the subscription shall terminate.
(d) The aggregate number of Securities shares of Common Stock that may be sold in this offering shall not exceed 1,739,132 3,448,276 shares of Class A Common Stock (the “maximum number Maximum Shares”), 365, 496 of shareswhich are being sold by certain of the Company’s existing shareholders (collectively, the “Selling Shareholders”). The Company may accept subscriptions until _____________________________, 2023, unless the earliest of extended earlier terminated by the Company in its sole discretion in accordance with applicable SEC regulations (the “Termination Date”) or until ). There is no minimum offering amount and 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, 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 is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(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 (Quara Devices Inc.), Subscription Agreement (Quara Devices Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Class A Preferred Stock (the “Securities”), of InSitu BiologicsGolfSuites 1, Inc., a Delaware corporation Corporation (the “Company”), at a purchase price of $5.75 5 per share (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) ), upon the terms and conditions set forth herein. The rights minimum subscription is $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion of the Common 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 Amended and Restated Certificate of Incorporation, Incorporation included as amended, included in the Exhibits Exhibit 2.1 to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [_______________________________ ] (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(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. 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 1,739,132 shares of Class A Common Stock 10,000,000 (the “maximum number of sharesMaximum Offering”). The Company may accept subscriptions until [_____________________________], unless the earliest of otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”) 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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(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 and the Subscriber, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 2 contracts
Sources: Subscription Agreement (GolfSuites 1, Inc.), Subscription Agreement (GolfSuites 1. Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock Class D Units USD$ Series (the “Securities”), of InSitu Biologics, Inc.Red Mountain Ventures Limited Partnership, a Delaware corporation limited partnership under the laws of British Columbia (the “CompanyPartnership”), at a purchase price of $5.75 10.00 per share Unit (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) ), upon the terms and conditions set forth herein. The rights of the Common Stock Class D Units Series USD$ are as set forth in the Certificate of IncorporationPartnership’s Amended and Restated Limited Partnership Agreement dated July 1, as amended2017 (the “Partnership Agreement”), included in the Exhibits to the Offering Circular Statement of the company Partnership filed with the SEC (the “Offering CircularStatement”)) and the Partnership’s Canadian Offering Memorandum.
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated August _______________________________ , 2017 (the “Offering Circular”), filed with the SEC as part of the Offering CircularStatement and a Canadian Offering Memorandum (the “Canadian Offering Memorandum”). By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, the Canadian Offering Memorandum and any other information required by the Subscriber to make an investment decision.
(c) 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 Partnership at its sole discretion. In addition, the CompanyPartnership, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company Partnership 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 in this offering shall not exceed 1,739,132 shares of 800,000 Class A Common Stock (the “maximum number of shares”). D Units Series USD$. The Company Partnership may accept subscriptions until _____________________________the date at which the maximum offering amount has been sold, unless (2) the earliest of extended date which is one year from this offering being qualified by the Company Commission, or (3) the date at which the offering is earlier terminated by us in its our sole discretion in accordance with applicable SEC regulations (the “Termination Date”) or until the maximum number of shares under the Offering are sold). The Company Partnership may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(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 Partnership in advance an instrument in a form acceptable to the Company Partnership 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 Partnership Agreement, and the Company Partnership consents to the transfer in its sole discretion, and, in the event of a transfer to a Transferee resident or otherwise subject to the securities laws of any jurisdiction of Canada, the compliance with the applicable resale restrictions in such jurisdiction.
Appears in 2 contracts
Sources: Subscription Agreement (Red Mountain Ventures Limited Partnership), Subscription Agreement (Red Mountain Ventures Limited Partnership)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock shares of common stock (the “Securities”), of InSitu BiologicsNew York Bodega Cats, Inc., Inc. a Delaware corporation (the “Company”), at a purchase price of $5.75 60 per share (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) ), upon the terms and conditions set forth herein. The minimum subscription is $60. The rights and preferences of the Common Stock common stock are as set forth in the Certificate Company’s certificate of Incorporation, incorporation found as amended, included in the Exhibits Exhibit 2.1 to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ [DATE], 2019 (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(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. 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 1,739,132 shares of Class A Common Stock 95,000 (the “maximum number of sharesMaximum Offering”). The Company may accept subscriptions on a continuous basis, until _____________________________, unless the earliest of extended date determined by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”) 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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(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 (New York Bodega Cats, Inc.), Subscription Agreement (New York Bodega Cats, Inc.)
Subscription. (a) The undersigned (“Subscriber”) Buyer hereby irrevocably subscribes for and agrees to purchase Common Stock from the Company the number of shares (the “Securities”"Preferred Shares") of Series B Convertible Preferred Stock, $.001 par value (the "Preferred Stock"), of InSitu Biologicsthe Company set forth on the signature page of this Agreement, Inc., a Delaware corporation (the “Company”), at a purchase price of $5.75 per share (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) upon having the terms and conditions set forth herein. The rights of the Common Stock are as set forth in the form of the Certificate of IncorporationDesignations of the Series B Convertible Preferred Stock attached hereto as ANNEX I (the "Certificate of Designations") at the price per share and for the aggregate purchase price set forth on the signature page of this Agreement (the "Purchase Price"). The Purchase Price shall be payable in United States dollars. In connection with the purchase of the Preferred Shares by the Buyer, as amended, included in the Exhibits Company shall issue to the Offering Circular of the company filed with the SEC (the “Offering Circular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), filed with the SEC as part of the Offering Circular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) Subscriber’s subscription may be accepted or rejected in whole or in partBuyer, at any time prior to a the closing on the Closing Date (as hereinafter defineddefined herein), by Common Stock Purchase Warrants in the Company at its sole discretion. In addition, form attached hereto as ANNEX II (the Company, at its sole discretion, may allocate "Warrants") to Subscriber only a portion of purchase 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 1,739,132 shares of Class A Common Stock set forth therein (subject to adjustment as provided in the “maximum number of shares”Warrants). The Company may accept subscriptions until _____________________________, unless the earliest shares of extended by the Company in its sole discretion in accordance with 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 Preferred Stock issuable pursuant 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 Section 5 of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force Certificate of Designations as dividends on the Preferred Shares are referred to herein as the "Dividend Shares." The shares of Common Stock issuable upon exercise of the Warrants are referred to herein as the "Warrant Shares." The Warrant Shares and effectthe shares of Common Stock issuable upon conversion of the Preferred Shares and upon conversion of the Dividend Shares are referred to herein collectively as the "Common Shares.
(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 effectiveCommon Shares, 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 Preferred Shares and the terms of this Subscription Agreement, Dividend Shares are referred to herein collectively as the "Shares." The Shares and the Company consents Warrants are referred to herein collectively as the transfer in its sole discretion"Securities."
Appears in 2 contracts
Sources: Subscription Agreement (Rocky Mountain Internet Inc), Subscription Agreement (Rocky Mountain Internet Inc)
Subscription. (a1) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock (the “Securities”), number of InSitu Biologics, Inc., a Delaware corporation (Shares indicated on the “Company”), signature page hereto at a purchase price of $5.75 per share (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The rights of the Common Stock are Share as set forth in the Certificate Memorandum. The minimum subscription is $100,000, provided that the Company may, in its sole discretion, accept subscriptions for less than such amount. The undersigned encloses herewith a check payable to "Energy BioSystems Corporation--Escrow Account" for the full amount of Incorporation, the purchase price of the Shares for which the undersigned is subscribing (the "Payment"). The undersigned hereby acknowledges that the actual number of Shares which the undersigned will receive will be equal to the amount of the undersigned's subscription divided by the Purchase Price for the Shares as amended, included defined in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”)Memorandum.
(b2) Subscriber The undersigned understands that all payments by check of the Securities are being offered pursuant subscription amount provided in Paragraph (1) above shall be delivered to an offering circular dated _______________________________ SAMCO Capital Markets, Inc. (the “Offering Circular”)"Placement Agent") and, filed with thereafter, such payment will be deposited as soon as practicable for the SEC as undersigned's benefit in a non-interest bearing escrow account. The payment (or, in the case of rejection of a portion of the undersigned's subscription, the part of the Offering Circular. By executing this Subscription Agreementpayment relating to such rejected portion) will be returned promptly, Subscriber acknowledges that Subscriber has received this Subscription Agreementwithout interest, copies of if the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) Subscriber’s undersigned's subscription may be accepted or is rejected in whole or in part, . The Placement Agent and the Company expect to hold a closing of the Offering (the "Closing") at any time prior to after subscriptions for 1,000,000 Shares have been accepted and the stockholders of the Company have approved the Offering at a Closing Date (as hereinafter defined), duly called meeting. Upon receipt by the Company at its sole discretion. In additionof the requisite payment for all Shares to be purchased by the subscribers whose subscriptions are accepted (each, a "Purchaser" and, collectively, the Company"Purchasers") at the Closing, at its sole discretionthe Shares so purchased will be issued in the name of each Purchaser, may allocate to Subscriber only a portion and the name of such Purchaser will be registered on the books of the number Company as the record owner of Securities Subscriber has subscribed forsuch Shares. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejectedissue to each Purchaser the stock certificates representing the Shares purchased. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will The Shares may not be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating transferred prior to the rejected portion of the subscription shall terminateClosing.
(d3) The aggregate number undersigned hereby acknowledges receipt of Securities sold shall not exceed 1,739,132 shares a copy of Class A Common Stock the Memorandum, and hereby agrees to be bound thereby upon the (the “maximum number of shares”). The Company may accept subscriptions until _____________________________, unless the earliest of extended by the Company in its sole discretion in accordance with applicable SEC regulations (the “Termination Date”i) 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 execution and delivery to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription Company, in its entirety, or in the event the sale care of the Securities (or any portion thereof) is not consummated for any reasonPlacement Agent, this Subscription Agreement shall have no force or 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 the signature page 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 (ii) acceptance at the Closing by the Company consents to of the transfer undersigned's subscription (the "Subscription").
(4) The undersigned agrees that the Company may, in its sole and absolute discretion, reduce the undersigned's subscription to any amount of Shares that in the aggregate does not exceed the amount of Shares hereby applied for without any prior notice to or further consent by the undersigned. The undersigned hereby irrevocably constitutes and appoints the Placement Agent and each officer of the Placement Agent, each of the foregoing acting singly, in each case with full power of substitution, the true and lawful agent and attorney-in-fact of the undersigned, with full power and authority in the undersigned's name, place and stead, to amend this Subscription Agreement and the Questionnaire, including in each case the undersigned's signature page thereto, to effect any of the foregoing provisions of this Paragraph (4).
(5) The undersigned acknowledges that (i) the issuance of the Shares is subject to the approval of the stockholders of the Company at a duly called meeting; (ii) the Company cannot assure the undersigned that it will be able to obtain favorable votes from the required number of stockholders at the meeting; and (iii) in the event that the Company does not obtain the required stockholder approval, the Company will refund the undersigned's subscription without interest. The Company agrees that it will submit the Offering to its stockholders for approval at the 1999 Meeting of Stockholders of the Company which is anticipated to be held on or before May 31, 1999. Upon approval of the Offering by stockholders owning a majority of the outstanding shares entitled to vote at the meeting, and assuming that subscription for the minimum amount required have been received, the Company may conduct a closing on the Offering.
Appears in 2 contracts
Sources: Subscription Agreement (Energy Biosystems Corp), Subscription Agreement (Energy Biosystems Corp)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase shares of Class B Common Stock (the “Securities”), of InSitu BiologicsFlower Turbines, Inc., Inc. a Delaware corporation (the “Company”), at a purchase price of $5.75 12.00 per share (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) ), upon the terms and conditions set forth herein. The minimum subscription is $600.00. The rights and preferences of the Common Stock common stock are as set forth in the Company’s Amended and Restated Certificate of Incorporation, the amendments thereto, and the Company’s Bylaws, found as amended, included in the Exhibits 2.1 – 2.3 to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ [DATE] (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(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 1,739,132 shares of Class A Common Stock 1,000,000 (the “maximum number of sharesMaximum Offering”), plus certain bonus shares that may be issued to certain investors as set forth in the Offering Statement. The Company may accept subscriptions until _____________________________on a continuous basis, unless the earliest of otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”) 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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(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 and the Subscriber, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 2 contracts
Sources: Subscription Agreement (Flower Turbines, Inc.), Subscription Agreement (Flower Turbines, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock shares of common stock (the “Securities”), of InSitu BiologicsChicago Hogmollies, Inc., Inc. a Delaware corporation (the “Company”), at a purchase price of $5.75 60 per share (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) ), upon the terms and conditions set forth herein. The minimum subscription is $60. The rights and preferences of the Common Stock common stock are as set forth in the Certificate Company’s certificate of Incorporation, incorporation found as amended, included in the Exhibits Exhibit 2.1 to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ [DATE], 2019 (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(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. 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 1,739,132 shares of Class A Common Stock 95,000 (the “maximum number of sharesMaximum Offering”). The Company may accept subscriptions on a continuous basis, until _____________________________, unless the earliest of extended date determined by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”) 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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(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 (Chicago Hogmollies, Inc.), Subscription Agreement (Chicago Hogmollies, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Non-Voting Common Stock (the “Securities” or “Common Stock” or “Non-Voting Common Stock”), of InSitu BiologicsElegance Spirits, Inc., a Delaware corporation (the “Company”), at a purchase price of $5.75 10.00 per share (the “Per Security Price”) with a minimum purchase of 50 25 shares or $287.50 250.00 or higher subject to the discretion discretionary of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The rights of the Common Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company Company filed with the SEC (the “Offering Circular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular Offering Circular dated _______________________________ (the “Offering Circular”), filed with the SEC as part of the Offering Circular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber 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 1,739,132 5,000,000 shares of Class A Non-Voting Common Stock (the “maximum number Maximum Number of sharesShares”). The Company may accept subscriptions until _____________________________, unless the earliest of extended by the Company in its sole discretion in accordance with applicable SEC regulations (the “Termination Date”) or until the maximum number Maximum Number of shares 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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(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 (Elegance Spirits, Inc.), Subscription Agreement (Elegance Spirits, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock shares of common stock (the “Securities”), of InSitu BiologicsNew England Cape Gods, Inc., Inc. a Delaware corporation (the “Company”), at a purchase price of $5.75 60 per share (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) ), upon the terms and conditions set forth herein. The minimum subscription is $60. The rights and preferences of the Common Stock common stock are as set forth in the Certificate Company’s certificate of Incorporation, incorporation found as amended, included in the Exhibits Exhibit 2.1 to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ [DATE], 2019 (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(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. 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 1,739,132 shares of Class A Common Stock 95,000 (the “maximum number of sharesMaximum Offering”). The Company may accept subscriptions on a continuous basis, until _____________________________, unless the earliest of extended date determined by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”) 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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(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 (New England Cape Gods, Inc.), Subscription Agreement (New England Cape Gods, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock membership interests, which we refer to herein as shares (the “Securities”)) of Series Wine, a Series of InSitu Biologics, Inc.StartEngine Collectibles Fund I LLC, a Delaware corporation limited liability company (the “Company”), at a purchase price of $5.75 10.00 per share (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) ), upon the terms and conditions set forth herein. The minimum subscription is $500, or 50 shares. The rights and preferences of the Common Stock shares are as set forth in the Certificate Limited Liability Company Agreement of IncorporationStartEngine Collectibles Fund I LLC dated January 5, 2021, as amendedamended from time to time (the “Operating Agreement”), included in and the Exhibits Series Designation for Series Wine filed as Exhibit 2.2 and Exhibit 2.4, respectively, to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ [DATE] (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, Statement including the Exhibits thereto, exhibits thereto and any other information required by the Subscriber to make an investment decision. Effective upon the Company’s acceptance of this Subscription Agreement, the Subscriber 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 Administrative 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. 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 1,739,132 shares of Class A Common Stock $5,000,000 (the “maximum number of sharesMaximum Offering”). The Company may accept subscriptions until _____________________________, unless the earliest termination of extended by the Company in its sole discretion Offering in accordance with applicable SEC regulations its terms (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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(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 and the Subscriber, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 2 contracts
Sources: Subscription Agreement (StartEngine Collectibles Fund I LLC), Subscription Agreement (StartEngine Collectibles Fund I LLC)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for Upon the terms and agrees to purchase Common Stock (the “Securities”), of InSitu Biologics, Inc., a Delaware corporation (the “Company”), at a purchase price of $5.75 per share (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion provisions of this letter agreement (this “Investment Agreement”) and subject in all respects to the satisfaction or waiver of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The rights of the Common Stock are as precedent set forth in the Certificate Merger Agreement and the consummation of Incorporationthe Merger in accordance with its terms (provided the Merger Consideration remains $20.00 per share of Company Stock), as amendedautomatically upon such consummation, included without any further act whatsoever required by any party hereto or otherwise:
(a) each Rollover Investor shall be deemed to have invested cash in Parent Holdco in the Exhibits to amount set forth opposite the Offering Circular name of such Rollover Investor under the heading “Investment Amount” on Annex A hereto (each, an “Investment”) by virtue of the company filed with Merger (in the SEC (the “Offering Circular”manner contemplated by Section 1(c) hereof).;
(b) Subscriber understands that in exchange for the Securities are being offered Investment, Parent Holdco (or Parent if the Parent Allocation Election is made) shall issue to each Rollover Investor, at the Effective Time, a capital interest in Parent Holdco (or Parent if the Parent Allocation Election is made) in the same form and at the same price per unit of equity interest paid by the GS Investor for its own capital interest in Parent Holdco (or indirectly for its capital interest in Parent if the Parent Allocation Election is made) (such equity interest issued to the Rollover Investors, together with any shares of Parent Common Stock (as defined below) issued by Parent in lieu of Parent Holdco equity interests pursuant to an offering circular dated _______________________________ (Section 2 of this Investment Agreement, the “Offering CircularRollover Equity Interest”), filed with the SEC as part of the Offering Circular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision.; and
(c) Subscriber’s subscription may the obligation of each Rollover Investor to make its Investment shall automatically be accepted or rejected in whole or in partsatisfied, at any time prior to a Closing Date (and effective as hereinafter defined)of the Effective Time, by subtracting the Company at its sole discretion. In addition, amount set forth opposite the Company, at its sole discretion, may allocate name of such Rollover Investor under the heading “Investment Amount” on Annex A hereto from the aggregate amounts that otherwise would be payable to Subscriber only a portion such Rollover Investor pursuant to Section 2.02 and Section 2.05 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 rejectedMerger Agreement, 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 1,739,132 shares of Class A Common Stock (the “maximum number of shares”). The Company may accept subscriptions until _____________________________, unless the earliest of extended by the Company in its sole discretion in accordance with 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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(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, agreeas further set forth in, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreementrequired by, and the Company consents to the transfer in its sole discretionsuch Sections.
Appears in 2 contracts
Sources: Investment Letter Agreement (Goldman Sachs Group Inc), Investment Letter Agreement (Ebix Inc)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common shares of Series D Preferred Stock (the “Securities”), of InSitu BiologicsWinc, Inc., a Delaware corporation (the “Company”), at a purchase price of $5.75 1.4136 per share of Series D Preferred Stock (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) ), upon the terms and conditions set forth herein. The rights minimum subscription is $1,000.83. SeedInvest Auto Invest participants have a lower investment minimum of $200. The shares of Series D Preferred Stock being subscribed for under this Subscription Agreement and the shares of Common Stock (“Common Stock”), issuable upon conversion of the Common 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 Certificate amended and restated certificate of Incorporationincorporation (the “Restated Certificate”), as amended, included substantially in the Exhibits form filed as exhibit 2.2 to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ , 2019 (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, 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 Fifth Amended and Restated Voting Agreement (the “Voting Agreement”), the Fifth Amended and Restated Investors’ Rights Agreement (the “Investors’ Rights Agreement”) and the Fifth Amended and Restated Right of First Refusal and Co-Sale Agreement(the “ROFR/Co-Sale Agreement,” and, together with the Voting Agreement and the Investors’ Rights Agreement, the “Investor Agreements”), each filed as an exhibit to the Offering Statement.
(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. 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 1,739,132 shares of Class A Common Stock 10,610,887 (the “maximum number of sharesMaximum Offering”). The Company may accept subscriptions until _____________________________, unless 2020, or the earliest of extended date at which the offering is earlier terminated by the Company in its sole discretion in accordance with applicable SEC regulations (the “Termination Date”) or until ). Providing that subscriptions for 1,237,974 Securities are received (the maximum number of shares under “Minimum Offering”), and all other requirements for a closing are met, 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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(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, including, but not limited to, the optional redemption substantially in the form set forth in Section 4(k) and the Company consents to terms of the transfer in its sole discretionInvestor Agreements.
Appears in 2 contracts
Sources: Subscription Agreement (Winc, Inc.), Subscription Agreement (Winc, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase shares of Common Stock (the “Securities”), of InSitu BiologicsRemSleep Holdings, Inc., a Delaware Nevada corporation (the “Company”), at a purchase price of $5.75 0.06 per share (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) ), upon the terms and conditions set forth herein. The rights of the Common Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), ) filed with the SEC U.S. Securities and Exchange Commission (the “SEC”) as part of the Offering CircularStatement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(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. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities the 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 for the Company shall not exceed 1,739,132 50 million (50,000,000) shares of Class A Common Stock common stock (the “maximum number of sharesMaximum Offering”). The Company may accept subscriptions until _____________________________the termination date given in the Offering Circular, unless the earliest of otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”) 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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(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 (RemSleep Holdings Inc.), Subscription Agreement (RemSleep Holdings Inc.)
Subscription. (a) The undersigned (whether one or more, hereafter referred to as the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of shares set forth below of the $0.001 par value Common Stock (the “Securities”)) of BIOLOGX, of InSitu Biologics, Inc.INC., a Delaware Wyoming corporation (the “Company”), at a purchase price of $5.75 4.00 per share (the “Per Security Share Price”) ), with a minimum purchase of 50 shares or $287.50 320.00 or higher (“Minimum Purchase”), subject to the discretion of the manager (“Minimum Purchase,”) Company and upon the terms and conditions set forth herein. The rights of the Common Stock are as set forth in the Certificate Articles of IncorporationIncorporation and the Bylaws of the Company, as amended, each included in the Exhibits to the Offering Circular offering circular of the company Company filed with the SEC (the “Offering Circular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular statement dated _____________________________, 202__ (the “Offering CircularStatement”), a copy of which has been filed with the SEC as part of the Offering CircularSEC. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering StatementCircular, including the Exhibits thereto, and any other Offering Materials or other information required by the Subscriber to make an investment decision.
(c) 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 Company, at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities for which the Subscriber has subscribed forsubscribed. 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 1,739,132 12,500,000 shares of Class A Common Stock (the “maximum number Maximum Number of sharesShares”). The Company may accept subscriptions until ___________________________, 202__, unless the earliest of extended by the Company Company, in its sole discretion discretion, in accordance with applicable SEC regulations or until the Maximum Number of Shares under the Offering are sold, whichever shall first occur (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 This Agreement and the covenants made herein shall survive the closing of the purchase of the Securities, provided, however, that in the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which section shall survive termination of this Subscription Agreement and shall remain in full force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (individually and collectively, the “TransfereesTransferee”); provided provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company Company, in advance advance, an instrument in a form acceptable to the Company Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agreeagree to, 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.
(g) By agreeing to these provisions, Subscribers will not be deemed to have waived their rights under the federal securities laws and the rules and regulations thereunder.
Appears in 2 contracts
Sources: Subscription Agreement (BiologX, Inc.), Subscription Agreement (BiologX, Inc.)
Subscription. (a) The undersigned (“Subscriber”) Subscriber hereby irrevocably subscribes for and agrees commits to purchase Common Stock (the “Securities”), of InSitu Biologics, Inc., a Delaware corporation (the “Company”), at a purchase price of $5.75 per share (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The rights of the Common Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ Units of the Company (the “Offering Circular”must subscribe to a minimum of 1 Unit), filed with the SEC as part at a purchase price of the Offering Circular. By executing this Subscription Agreement$500.00 per Unit, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies for a total purchase price of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate.
(d) The aggregate number of Securities sold shall not exceed 1,739,132 shares of Class A Common Stock (the “maximum number of shares”). The Company may accept subscriptions until ________$_____________________, 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 Units 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 and attached Operating Agreement. A full description of the Securities and the Offering is set forth in the Offering Circular and accompanying Operating Agreement. By subscribing to the Offering, the Subscriber acknowledges that he/she/it has received and reviewed a copy of the Offering Circular, Operating Agreement and any other information requested by the Subscriber in writing to make an investment decision with respect to the Securities.
(c) This Subscription may be accepted or rejected, in whole or in part, by the Company in its sole discretion. In addition, the Company, in its sole discretion, may allocate to the Subscriber only a portion of the number of Units subscribed for. The Escrow Agent (as defined in Section 3 below) will notify the Subscriber via e-mail in each of the following instances: (i) when the Subscriber’s Closing Documents (as defined in Section 3 below) are received; (ii) when the Subscriber’s Commitment sums are received; and (iii) if and when the Subscriber’s Subscription is accepted (whether in whole or in part) or rejected. In the event that the Subscription is accepted, the Escrow Agent shall also e-mail the Subscriber a copy of the duly executed Agreement. If the Subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it without interest and all of the Subscriber’s obligations hereunder shall terminate except with respect to any portion of the Commitment and accompanying Units successfully subscribed for. Opening Night Enterprises/Subscription Agreement & Investor Questionnaire/(2019/20) 3
(d) The maximum number of shares of the Company’s Units that may be sold in this Offering shall not exceed 100,000 (the “Maximum Units”). The Company may accept subscriptions until the earlier of: (1) Sale of the Maximum Units; (2) twelve months from the date that the Offering is qualified by the SEC, unless the earliest of extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Units (the “Termination Date”) or until ). Once accepted, the maximum number of shares under Company may immediately use the Offering are soldproceeds 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 Units 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 Units (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 Sections 7, 8 and 9 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon the Subscriber and its permitted transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Transfers of Interests provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company Company, in advance advance, an instrument in a form agreement acceptable to the Company 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 Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 2 contracts
Sources: Subscription Agreement (Opening Night Enterprises, LLC), Subscription Agreement (Opening Night Enterprises, LLC)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock shares of common stock (the “Securities”), of InSitu BiologicsPhiladelphia Powderkegs, Inc., Inc. a Delaware corporation (the “Company”), at a purchase price of $5.75 60 per share (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) ), upon the terms and conditions set forth herein. The minimum subscription is $60. The rights and preferences of the Common Stock common stock are as set forth in the Certificate Company’s certificate of Incorporation, incorporation found as amended, included in the Exhibits Exhibit 2.1 to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ [DATE], 2019 (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(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. 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 1,739,132 shares of Class A Common Stock 95,000 (the “maximum number of sharesMaximum Offering”). The Company may accept subscriptions on a continuous basis, until _____________________________, unless the earliest of extended date determined by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”) 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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(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 (Philadelphia Powderkegs, Inc.), Subscription Agreement (Philadelphia Powderkegs, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock membership interests (the “Securities” or “Shares”)) of Series [XXX], a Series of InSitu Biologics, Inc.Freeport Holdings Series LLC, a Delaware corporation limited liability company (the “Company”), at a purchase price of $5.75 [XX.XX] per share Share (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) ), upon the terms and conditions set forth herein. The minimum subscription is $[XXX].00 or [XXX] Shares. The rights and preferences of the Common Stock shares are as set forth in the Certificate Limited Liability Company Agreement of IncorporationFreeport Holdings Series LLC, dated November 21, 2022, as amendedamended from time to time (the “Operating Agreement”) and the Series Operating Agreement for Series [XXX], included in each of, or the Exhibits form of which is filed as an exhibit to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ [XXX] (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. By executing this Subscription AgreementAgreement as provided herein, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, Statement including the Exhibits thereto, exhibits thereto and any other information required by the Subscriber to make an investment decision. Effective upon the Company’s acceptance of this Subscription Agreement, the Subscriber 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 Managing Member 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 relating related to the such rejected portion of the subscription shall terminate.
(d) The aggregate number of Securities sold shall not exceed 1,739,132 shares of Class A Common Stock [XXX] (the “maximum number of sharesMaximum Offering”). The Company may accept subscriptions until _____________________________, unless the earliest termination of extended by the Company in its sole discretion Offering in accordance with applicable SEC regulations its terms (the “Termination Date”) or until ). Providing that subscriptions for [XXX] Securities are received (the maximum number of shares under “Minimum Offering”), 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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(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 (Freeport Holdings Series LLC), Subscription Agreement (Freeport Holdings Series LLC)
Subscription. (a) The undersigned (“Subscriber”) Subscriber hereby irrevocably subscribes for and agrees to purchase Common Stock the number of Rights Offering Shares set forth in Item 2d of such Subscriber’s Subscription Form (the “Securities”), of InSitu Biologics, Inc., a Delaware corporation (the “Company”), at a purchase price of $5.75 per share (the “Per Security PriceSubscribed Amount”) with a minimum purchase of 50 shares or $287.50 or higher and, subject to the discretion of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The rights of the Common Stock are as set forth in the Certificate of IncorporationPlan, as amendedthe Rights Offering Procedures, included in the Exhibits Subscription Form and this Agreement, agrees to the Offering Circular of the company filed with the SEC pay $10.413334 per share subscribed for (the “Offering CircularPurchase Price”).
(b) The Subscriber understands that will (i) return this Agreement and the Securities are being offered pursuant to an offering circular dated _______________________________ Subscription Form no later than the Subscription Expiration Deadline and (ii) pay in cash the aggregate Purchase Price (the “Offering CircularPurchase Payment Amount”)) for such Subscribed Amount set forth in Item 2d of such Subscriber’s Subscription Form, filed at the time and in the manner set forth in and in accordance with the SEC as part instructions included on Item 5 of such Subscriber’s Subscription Form. No interest shall be payable on any advanced funding of the Offering Circular. By executing this Subscription AgreementPurchase Payment Amount except in the case of a Commitment Party or a Reserve Party if such entity has funded into the Escrow Account in which case, Subscriber acknowledges that Subscriber has received this Subscription Agreementinterest, copies if any, will be calculated and paid under the terms of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decisionapplicable escrow agreement.
(c) Subscriber’s subscription Eligible Holders of Applicable Claims that are 2020 Notes Claims and 2017 Notes Claims (which, for the avoidance of doubt, include any Commitment Parties and Reserve Parties) must also electronically deliver the respective notes underlying such Claims to the Subscription Agent in accordance with the procedures of DTC or other depository, as the case may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined)be, by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminateSubscription Expiration Deadline.
(d) The aggregate number of Securities sold shall not exceed 1,739,132 shares of Class A Common Stock (the “maximum number of shares”). The Company may accept subscriptions until _____________________________, unless the earliest of extended by the Company in its sole discretion in accordance with 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 If all or any portion of this offeringa Claim included in Item 1 of the Subscriber’s Subscription Form is determined not to be an Allowed Claim, the Subscriber agrees that its Maximum Participation Amount calculated in Item 1 of such Subscriber’s Subscription Form will be reduced such that the Maximum Participation Amount is calculated based only on various dates at or prior to such Subscriber’s Allowed Claim (such Reduced Maximum Participation Amount, the Termination Date (each a “Closing DateReduced Maximum Participation Amount”). If such reduction is made and the Subscriber’s Subscribed Amount exceeds the Subscriber’s Reduced Maximum Participation Amount, the Subscriber’s Subscribed Amount will be reduced to equal the Subscriber’s Reduced Maximum Participation Amount.
(e) In the event case of rejection of this subscription in its entiretya Subscriber that is not a Rights Offering Commitment Party or a Reserve Party, or in the event that the sale funds received by the Subscription Agent from the Subscriber do not correspond to the applicable Purchase Payment Amount payable for the Subscribed Amount, the amount of the Securities Rights Offering Shares deemed to be purchased by such Eligible Holder will be the lesser of (or any portion thereofi) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force the Subscribed Amount elected to be purchased by such Eligible Holder and effect(ii) an amount of the Rights Offering Shares determined by dividing the amount of the funds received from the Subscriber by the Purchase Payment Amount.
(f) If the amount the Subscriber would otherwise be entitled to purchase is reduced pursuant to Section 1(d) and 1(e) hereof, the Subscription Agent (or escrow agent in the case of a Commitment Party or Reserve Party who delivered funds to the Escrow Account) will return to the Subscriber any funds received by the Subscription Agent (or escrow agent in the case of a Commitment Party or Reserve Party) in excess of the reduced purchase price upon settlement of the Rights Offering.
(g) Subject to the conditions specified in Section 6, the closing of the issuance of the Rights Offering Shares contemplated by this Agreement (the “Closing”) will take place on or around the Effective Date pursuant to the Plan. The terms date on which the Closing occurs is the “Closing Date.”
(h) In the event the Rights Offering is terminated or otherwise not consummated on or before the Outside Date, any Rights Offering funds, and, in the case of this Subscription Agreement Eligible Holders of Applicable Claims that are 2020 Notes Claims or 2017 Notes Claims, the respective debt securities underlying such Claims, shall be binding upon Subscriber and its transfereesreturned, heirs, successors and assigns without interest (collectively, “Transferees”); provided that for any such transfer to be deemed effective, except in the Transferee shall have executed and delivered case of a Rights Offering Commitment Party or Reserve Party to the Company in advance an instrument in a form acceptable extent funded to the Company Escrow Account in its sole discretionwhich case, pursuant to which the proposed Transferee shall acknowledgeinterest, agreeif any, will be calculated and be bound by the representations and warranties of Subscriber and paid under the terms of this Subscription Agreementthe applicable escrow agreement), and the Company consents to the transfer Subscriber in its sole discretionaccordance with the instructions provided in the Subscription Form as soon as reasonably practicable, but in any event within five Business Days after the earlier of (i) the date on which the Rights Offering is terminated or (ii) the Outside Date, as the case may be.
Appears in 2 contracts
Sources: Rights Offering Subscription Agreement, Rights Offering Subscription Agreement
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase shares of Common Stock (the “Securities”), of InSitu BiologicsMedicaMetrix, Inc., a Delaware corporation Corporation (the “Company”), at a purchase price of $5.75 5 per share (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) ), upon the terms and conditions set forth herein. The minimum subscription is $250. The rights of the Common Stock Securities are as set forth in the Company’s Certificate of Incorporation, filed as amended, included in the Exhibits Exhibit 2.1 to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ [DATE] (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, Statement including the Exhibits thereto, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(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. 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 1,739,132 shares of Class A Common Stock 4,000,000 (the “maximum number of sharesMaximum Offering”). The Company may accept subscriptions until _____________________________, unless the earliest termination of extended by the Company in its sole discretion Offering in accordance with applicable SEC regulations its terms (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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(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 (MedicaMetrix, Inc/De), Subscription Agreement (MedicaMetrix, LLC)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock shares of common stock (the “Securities”), of InSitu BiologicsSeattle Emerald Haze, Inc., Inc. a Delaware corporation (the “Company”), at a purchase price of $5.75 60 per share (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) ), upon the terms and conditions set forth herein. The minimum subscription is $60. The rights and preferences of the Common Stock common stock are as set forth in the Certificate Company’s certificate of Incorporation, incorporation found as amended, included in the Exhibits Exhibit 2.1 to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ [DATE], 2019 (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(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. 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 1,739,132 shares of Class A Common Stock 95,000 (the “maximum number of sharesMaximum Offering”). The Company may accept subscriptions on a continuous basis, until _____________________________, unless the earliest of extended date determined by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”) 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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(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 (Seattle Emerald Haze, Inc.), Subscription Agreement (Seattle Emerald Haze, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock (the “Securities”), of InSitu Biologics, Inc.Fan Owned Club, a Delaware corporation (the “Company”), at a purchase price of $5.75 10 per share (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher 250or subject to the discretion of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The rights of the Common Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), filed with the SEC as part of the Offering Circular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision. Copies of all SEC filings can also be viewed via following the link on the Company’s website to all documents filed with SEC.
(c) Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber 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 1,739,132 3,000,000 shares of Class A Non-Voting Common Stock (the “maximum number of shares”). The Company may accept subscriptions until _____________________________, unless the earliest of extended by the Company in its sole discretion in accordance with 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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(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 (Fan Owned Club, Inc.), Subscription Agreement (Fan Owned Club, Inc.)
Subscription. (a) The undersigned (“SubscriberInvestor”) hereby irrevocably subscribes for and agrees to purchase Common Stock shares of Series C-1 Preferred Stock, par value $0.0001 per share (the “SecuritiesShares”), of InSitu Biologics, Gin & Luck Inc., a Delaware corporation (the “Company”), at a purchase price of $5.75 1.81044 per share of Series C-1 Preferred Stock (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject ), rounded down to the discretion of the manager (“Minimum Purchase,”) nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth hereinherein (the “Subscription”). The rights minimum subscription is $1,001.18. The purchase price of each Share is payable in the manner provided in Section 3(b) below. The Shares being subscribed for under this Subscription Agreement and the Common Stock issuable upon the conversion of such Shares are sometimes referred to herein as the “Securities.” The rights and preferences of the Shares are as set forth in the Second Amended and Restated Certificate of IncorporationIncorporation of the Company, as amended, included available in the Exhibits to the Offering Circular Statement of the company filed with the SEC Company (the “Offering CircularStatement”) filed with the Securities and Exchange Commission (the “SEC”).
(b) Subscriber Investor understands that the Securities Shares are being offered (the “Offering”) pursuant to an offering circular the Offering Circular dated _______________________________ [ ], and its exhibits (the “Offering Circular”), as filed with the SEC as part SEC. By subscribing to the Offering, Investor acknowledges that Investor has received a copy of the Offering Circular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, Statement and any other information required by the Subscriber Investor to make an investment decisiondecision with respect to the Shares.
(c) 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), part by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating subject to the rejected portion conditions set forth herein. Investor may not cancel, terminate or revoke this Subscription Agreement, which, in the case of the subscription an individual, shall terminatesurvive his death or disability and shall be binding upon Investor, his heirs, trustees, beneficiaries, executors, personal or legal administrators or representatives, successors, transferees and assigns.
(d) The aggregate number of Securities sold shall not exceed 1,739,132 shares of Class A Common Stock (Once Investor makes a funding commitment to purchase Shares, it is irrevocable until the “maximum number of shares”). The Company may accept subscriptions until _____________________________Shares are issued, unless the earliest of extended Subscription is rejected by the Company, or the Company in its sole discretion in accordance with applicable SEC regulations (otherwise determines not to consummate the “Termination Date”) or until transaction. Providing that all requirements for a closing are met, 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, 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 (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, (i) 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 Investor herein and the terms of this Subscription Agreementeach of the Transaction Agreements (as defined below), and (ii) the Company consents to the transfer in its sole discretion.
Appears in 2 contracts
Sources: Series C 1 Preferred Stock Subscription Agreement (Gin & Luck Inc.), Series C 1 Preferred Stock Subscription Agreement (Gin & Luck Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock shares of common stock (the “Securities”), of InSitu BiologicsSin City Bad Babies, Inc., Inc. a Delaware corporation (the “Company”), at a purchase price of $5.75 60 per share (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) ), upon the terms and conditions set forth herein. The minimum subscription is $60. The rights and preferences of the Common Stock common stock are as set forth in the Certificate Company’s certificate of Incorporation, incorporation found as amended, included in the Exhibits Exhibit 2.1 to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ [DATE], 2019 (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(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. 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 1,739,132 shares of Class A Common Stock 95,000 (the “maximum number of sharesMaximum Offering”). The Company may accept subscriptions on a continuous basis, until _____________________________, unless the earliest of extended date determined by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”) 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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(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 (Sin City Bad Babies, Inc.), Subscription Agreement (Sin City Bad Babies, Inc.)
Subscription. (a) The undersigned (“Subscriber”) Subscriber hereby irrevocably subscribes for and agrees commits to purchase Common Stock (the “Securities”), of InSitu Biologics, Inc., a Delaware corporation (the “Company”), at a purchase price of $5.75 per share (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The rights of the Common Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ Units of the Company (the “Offering Circular”must subscribe to a minimum of 1 Unit), filed with the SEC as part at a purchase price of the Offering Circular. By executing this Subscription Agreement$500.00 per Unit, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies for a total purchase price of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate.
(d) The aggregate number of Securities sold shall not exceed 1,739,132 shares of Class A Common Stock (the “maximum number of shares”). The Company may accept subscriptions until ________$_____________________, 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 Units 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 and attached Operating Agreement. A full description of the Securities and the Offering is set forth in the Offering Circular and accompanying Operating Agreement. By subscribing to the Offering, the Subscriber acknowledges that he/she/it has received and reviewed a copy of the Offering Circular, Operating Agreement and any other information requested by the Subscriber in writing to make an investment decision with respect to the Securities.
(c) This Subscription may be accepted or rejected, in whole or in part, by the Company in its sole discretion. In addition, the Company, in its sole discretion, may allocate to the Subscriber only a portion of the number of Units subscribed for. The Escrow Agent (as defined in Section 3 below) will notify the Subscriber via e-mail in each of the following instances: (i) when the Subscriber’s Closing Documents (as defined in Section 3 below) are received; (ii) when the Subscriber’s Commitment sums are received; and (iii) if and when the Subscriber’s Subscription is accepted (whether in whole or in part) or rejected. In the event that the Subscription is accepted, the Escrow Agent shall also e-mail the Subscriber a copy of the duly executed Agreement. If the Subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it without interest and all of the Subscriber’s obligations hereunder shall terminate except with respect to any portion of the Commitment and accompanying Units successfully subscribed for. Opening Night Enterprises/Subscription Agreement & Investor Questionnaire/(2017/18) 3
(d) The maximum number of shares of the Company’s Units that may be sold in this Offering shall not exceed 100,000 (the “Maximum Units”). The Company may accept subscriptions until the earlier of: (1) Sale of the Maximum Units; (2) twelve months from the date that the Offering is qualified by the SEC, unless the earliest of extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Units (the “Termination Date”) or until ). Once accepted, the maximum number of shares under Company may immediately use the Offering are soldproceeds 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 Units 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 Units (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 Sections 7, 8 and 9 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon the Subscriber and its permitted transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Transfers of Interests provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company Company, in advance advance, an instrument in a form agreement acceptable to the Company 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 Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 2 contracts
Sources: Subscription Agreement (Opening Night Enterprises, LLC), Subscription Agreement (Opening Night Enterprises, LLC)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock shares of common stock (the “Securities”), of InSitu BiologicsAtlanta Hot Wings, Inc., Inc. a Delaware corporation (the “Company”), at a purchase price of $5.75 60 per share (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) ), upon the terms and conditions set forth herein. The minimum subscription is $60. The rights and preferences of the Common Stock common stock are as set forth in the Certificate Company’s certificate of Incorporation, incorporation found as amended, included in the Exhibits Exhibit 2.1 to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ [DATE], 2019 (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(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. 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 1,739,132 shares of Class A Common Stock 95,000 (the “maximum number of sharesMaximum Offering”). The Company may accept subscriptions on a continuous basis, until _____________________________, unless the earliest of extended date determined by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”) 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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(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 (Atlanta Hot Wings, Inc.), Subscription Agreement (Atlanta Hot Wings, Inc.)
Subscription. (a) The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock (the “Securities”), of InSitu Biologics, Inc.from FACT Corporation, a Delaware Colorado corporation (the “CompanyCorporation”), at a purchase price of $5.75 per share (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The rights , that number of Units (the Common Stock are “Units”) set forth on the Subscription Agreement Face Page (the “Face Page”), at the subscription price of US$0.25 (the “Subscription Price”) per Unit for a total investment as set forth in on the Certificate Face Page. Each Unit consists of Incorporation, as amended, included in the Exhibits to the Offering Circular one (1) Share of Common Stock of the company filed with the SEC Corporation (the “Offering CircularCommon Stock”).
(b) Subscriber understands that and a Class A warrant entitling the Securities are being offered pursuant holder to purchase an offering circular dated _______________________________ additional share of Common Stock at any time on or before the first anniversary of the issuance of such warrant at an exercise price of US$0.30 per share, and a Class B entitling the holder to purchase an additional share of Common Stock at any time on or before the second anniversary of the issuance of such warrant at an exercise price of US$0.35 per share (the “Offering CircularWarrants”). The shares of Common Stock underlying the Warrants are referred to herein as the “Warrant Shares”. The Units, Common Stock, Warrants and the Warrant Shares are collectively referred to herein as the “Securities”. The Subscriber agrees to pay to the Corporation the Subscription Price for the Units subscribed for hereunder by delivering to the Corporation, concurrent upon the execution of this private placement subscription agreement (“Agreement”), filed with a wire transfer, a certified cheque, bank draft or money order for the SEC as part full amount of the Offering CircularSubscription Price for the Units subscribed for hereunder. By executing this Subscription Agreement, The Subscriber hereby acknowledges that Subscriber has received this Subscription Agreement, copies the acceptance of the Offering Circular and Offering Statementsubscription is subject to rejection or allotment, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed forCorporation. 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 acknowledges that the Units subscribed for hereunder form part 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 1,739,132 shares of Class A Common Stock a larger private placement (the “Private Placement”) of up to a maximum number of shares”)US$750,000. Unless otherwise indicated, references in this Agreement to “$” or “dollars” refer to the currency of the United States of America. No fractional shares of the Corporation will be issued. The Company may accept subscriptions until _____________________________, unless Subscriber acknowledges that the earliest of extended Common Stocks are being sold by the Company Corporation in the United States of America (the “US”) and in other jurisdictions where it is legal to do so. Subject to the terms hereof, the subscription will be effective upon its sole discretion acceptance by the Corporation. The Private Placement may be subject to minimum subscriptions for different jurisdictions. Each subscriber should check in this form to see if the subscription amount meets the requirements in their respective jurisdiction or contact the Corporation in regard to the required minimum subscription required for the investor’s subscribing jurisdiction. The Private Placement is not subject to minimum aggregate subscription level except for those minimum subscriptions required for each jurisdiction and, upon closing, all subscription proceeds will be retained by the Corporation in accordance with applicable SEC regulations (the “Termination Date”) terms hereof. Subscription proceeds may be accepted in one or until the maximum number more closings of shares under the Offering are soldthis Private Placement. 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 closing of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effectPrivate Placement will be subject to receipt of all applicable regulatory approvals.
(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 (Fact Corp)
Subscription. (a) The undersigned (“Subscriber”) Subject to the terms and conditions hereof, Subscriber hereby irrevocably subscribes agrees to subscribe for and purchase, and the Issuer hereby agrees to purchase Common Stock issue and sell to Subscriber, upon the payment of the Purchase Price (as defined below), such number of units (the “SecuritiesUnits”) as set forth on Subscriber’s signature page hereto, with each Unit consisting of: (i) (A) one (1) Class A Ordinary Share (each an “Acquired Share” and collectively, the “Acquired Shares”) for a purchase price of $0.36 per share (the “Share Purchase Price”) or (B) pre-funded warrant to purchase one (1) Class A Ordinary Shares (each a “Pre-Funded Warrant Share” and collectively, the “Pre-Funded Warrant Shares”) substantially in the form attached hereto as Exhibit B (the “Pre-Funded Warrant”), if so elected by Subscriber in lieu of InSitu Biologics, Inc., a Delaware corporation (the “Company”)Acquired Shares as indicated on Subscriber’s signature page, at a purchase price of equal to the Share Purchase Price less $5.75 0.0001 per share Pre-Funded Warrant, with an exercise price equal to $0.0001 per Pre-Funded Warrant Share (the “Per Security Pre-Funded Warrant Purchase Price”), and (ii) two warrants, with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”a) upon the terms and conditions set forth herein. The rights of the Common Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC one warrant (the “Offering Circular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (Series A-1 Warrant” and collectively, the “Offering CircularSeries A-1 Warrants”), filed with the SEC as part of the Offering Circular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber ) to make an investment decision.
(c) Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber 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 1,739,132 shares of purchase 0.5 Class A Common Stock (the “maximum number of shares”). The Company may accept subscriptions until _____________________________, unless the earliest of extended by the Company in its sole discretion in accordance with 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 Ordinary Shares (each a “Series A-1 Warrant Share” and collectively, the “Series A Warrant Shares”) with an exercise price per share equal to 130% of the Share Purchase Price and a term of three (3) years from the Closing Date and (b) one warrant (the “Series A-2 Warrant” and collectively, the “Series A-2 Warrants”) to purchase 0.5 Class A Ordinary Shares (each, a “Series A-2 Warrant Share”, and collectively, the “Series A-2 Warrant Shares,” and together with the Series A-1 Warrant Shares, the “Ordinary Warrant Shares”, and the Ordinary Warrant Shares together with the Pre-Funded Warrant Shares, the “Warrant Shares”), with an exercise price per share equal to 150% of the Share Purchase Price and a term of three (3) years from the Closing Date, with Series A-1 Warrants and Series A-2 Warrants in substantially the forms attached hereto as Exhibit C-1 and Exhibit C-2, respectively (the “Series A-2 Warrant” and together with the Series A-1 Warrant, the “Ordinary Warrants” and the Ordinary Warrants together with the Units, the Acquired Shares and Pre-Funded Warrant (if any), collectively the “Acquired Securities”) (such subscription and issuance, the “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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(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 (“SubscriberInvestor”) hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) of Non-voting Common Stock (the “SecuritiesNon-voting Common Stock”), par value $0.00001 per share, of InSitu BiologicsRADAR USA, Inc.INC., a Delaware corporation (the “Company”), which shares of Non-voting Common Stock are convertible into shares of Common Stock of the Company, par value $0.00001 per share (the “Common Stock”). Such purchases shall be made at a purchase price of $5.75 1.00 per share of Non-voting Common Stock (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject ), rounded down to the discretion of the manager (“Minimum Purchase,”) nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The rights Shares being subscribed for under this Subscription Agreement and the voting Common Stock issuable upon the conversion of the shares of Non-voting Common Stock subscribed for herein are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Second Amended and Restated Certificate of IncorporationIncorporation of the Company, as amended, included available in the Exhibits to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber Investor 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 CircularStatement. By executing subscribing to the Offering, Investor acknowledges that Investor has received and reviewed this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement, Statement including the Exhibits thereto, exhibits thereto and any other information required by the Subscriber Investor to make an investment decisiondecision with respect to the Securities.
(c) SubscriberThe Investor’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. 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 relating to the rejected portion of the subscription shall terminate.
(d) The aggregate number of Securities shares of Non-voting Common Stock that may be sold by the Company in this offering shall not exceed 1,739,132 20,000,000 shares of Class A Common Stock (the “maximum number of sharesMaximum Shares”). The Company may accept subscriptions until _____________________________the Maximum Shares have been sold, unless the earliest of extended earlier terminated by the Company in its sole discretion in accordance with applicable SEC regulations (the “Termination Date”) or until ). There is no minimum offering amount and 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, 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 is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(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 Common Stock Stock, no par value (the “Securities”), of InSitu Biologics, Olive Tree People Inc., a Delaware California corporation (the “Company”), at a purchase price of $5.75 1.25 per share of Common Stock (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) ), upon the terms and conditions set forth herein. The minimum subscription is $750.00. The rights of the Common Stock are as set forth in the Certificate Article of Incorporation, as amended, included in the Exhibits filed as an exhibit to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ July 28, 2021 (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(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. 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 1,739,132 shares of Class A Common Stock 12,000,000 (the “maximum number of sharesMaximum Offering”). The Company may accept subscriptions until _____________________________, unless the earliest termination of extended by the Company in its sole discretion Offering in accordance with applicable SEC regulations its terms (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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(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
Subscription. (a) The undersigned (“the "Subscriber”) "), intending to be legally bound, hereby irrevocably subscribes for and agrees to purchase Common Stock purchase, subject to the terms and conditions set forth below, the number of shares (the “Securities”"Company Shares") of common stock, no par value per share ("Company Common Stock"), of InSitu BiologicsRCH Holdings, Inc., a Texas corporation ("RCH Holdings"), specified on the signature page hereof. The Subscriber's subscription for the Company Shares is being made in connection with the reorganization and recapitalization of RCH Holdings (the "Reorganization and Recapitalization"), pursuant to which all of the shareholders of RCH Holdings, including the Subscriber (assuming the Subscriber purchases the Shares), will become stockholders of Allied Riser Communications Holdings, Inc., a Delaware corporation and successor-in-interest to substantially all of the assets and liabilities of RCH Holdings ("ARC Holdings"). Such reorganization and recapitalization is more fully described in the Proxy Statement attached as Appendix A (the “Company”"Proxy Statement"). If the Subscriber is already a holder of Company Common Stock and is not subscribing for shares of Company Common Stock hereby, the Subscriber's execution of this Subscription Agreement is being provided for the benefit of the Company and ARC Holdings in connection with the Reorganization and Recapitalization. In connection with the Reorganization and Recapitalization, shareholders of RCH Holdings will become stockholders of ARC Holdings and as such will be required to enter into a stockholders' agreement (the "Stockholders' Agreement"), at a purchase price copy of $5.75 per share which is attached as Appendix B. The Subscriber hereby tenders to RCH Holdings the following:
(the “Per Security Price”a) with a minimum purchase fully completed and executed copy of 50 shares or $287.50 or higher subject to the discretion of the manager this Subscription Agreement (“Minimum Purchase,”) upon the terms and conditions set forth herein. The rights of the Common Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”this "Agreement").;
(b) Subscriber understands that a fully executed copy of the Securities are being offered pursuant Stockholders' Agreement; and
(c) payment in full (by personal or cashier's check, payable to an offering circular dated _______________________________ the order of RCH Holdings, Inc.) for the Company Shares, which payment (the “Offering Circular”)"Funds") shall be in an amount equal to $.0001 multiplied by the number of Company Shares set forth on the signature page hereof, filed with rounded up to the SEC as part nearest $.
01. Tender of the Offering Circular. By executing a fully completed and executed copy of this Subscription Agreement, the executed Stockholders' Agreement and the Funds shall be by delivery of the same to the Company at the address shown above. The Subscriber acknowledges that Subscriber has received RCH Holdings reserves the right, in its sole and absolute discretion, to reject this Subscription Agreementsubscription, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) Subscriber’s subscription may be accepted or rejected in whole or in part, at for any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejectedreason. If Subscriber’s this subscription is rejected, this Agreement and the Stockholders' Agreement shall, with respect to the Subscriber’s payment , be null and void and all Funds paid by the Subscriber shall be returned by RCH Holdings as soon as practicable. The Subscriber`s signature hereon constitutes an irrevocable subscription to purchase the Company Shares specified on the signature page. Upon the acceptance of this Agreement by RCH Holdings, a fully executed copy of this Agreement, together with a fully executed copy of the Stockholders' Agreement (or portion thereof if partially rejectedwithout attachments) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating furnished to the rejected portion of the subscription shall terminateSubscriber.
(d) The aggregate number of Securities sold shall not exceed 1,739,132 shares of Class A Common Stock (the “maximum number of shares”). The Company may accept subscriptions until _____________________________, unless the earliest of extended by the Company in its sole discretion in accordance with 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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(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 (Allied Riser Communications Corp)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for To be completed and agrees to purchase Common Stock (the “Securities”), of InSitu Biologics, Inc., a Delaware corporation (the “Company”), at a purchase price of $5.75 per share (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion signed only upon an exercise of the manager (“Minimum Purchase,”Warrant in whole or in part) upon the terms and conditions set forth herein. The rights of the Common Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ____________________TO: ___________ The undersigned, the Holder of the attached Warrant (the “Offering CircularWarrant”), filed with hereby irrevocably elects to exercise the SEC as part of purchase right represented by the Offering Circular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits theretoWarrant for, and any other information required by the Subscriber to make an investment decision.
(c) Subscriber’s subscription may be accepted or rejected in whole or in partpurchase thereunder, at any time prior to a Closing Date ________ Units (as hereinafter definedsuch term is defined in the Warrant dated February 22, 2006), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion and herewith makes payment 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 1,739,132 shares of Class A Common Stock (the “maximum number of shares”). The Company may accept subscriptions until $ ________________ therefor in cash, by certified or official bank check or such other form of payment as may be permitted under the Warrant. The undersigned hereby requests that the Certificate(s) for such securities be issued in the name(s) and delivered to the address(es) as follows: Address: Social Security Number: Deliver to: Address: If the foregoing Subscription evidences an exercise of the Warrant to purchase fewer than all of the Units (or other securities or property) to which the undersigned is entitled under such Warrant, please issue a new Warrant, of like date and tenor, for the remaining portion of the Warrant (or other securities or property) in the name(s), and deliver the same to the address(es), as follows: Address: DATED: ______________, unless the earliest 200_ (Social Security or Taxpayer Identification (Name of extended by the Company in its sole discretion in accordance with applicable SEC regulations Holder) (Number of Holder) (Signature of Holder or Authorized Signatory) Signature Guaranteed: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. Warrant No. IVOWDJ- ____ Number of Shares: _______ Date of Issuance: ________, 2006 (subject to adjustment) IVOW, Inc. (the “Termination DateCompany”) ), for value received, hereby certifies that ___________ or until its registered assigns (the maximum number of shares under “Registered Holder”), is entitled, subject to the Offering are sold. The Company may elect terms set forth below, to purchase from the Company, at any time after the date hereof and on or before __________, 2011 (subject to close all or any portion of this offering, on various dates at or prior to Section 1(c) below) (the Termination Date (each a “Closing Expiration Date”).
, up to __________ shares (e) In as adjusted from time to time pursuant to the event of rejection provisions of this subscription in its entirety, or in the event the sale Warrant) of Common Stock of the Securities (or any portion thereof) is not consummated for any reasonCompany, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) at a purchase price of $________ per share. The terms shares purchasable upon exercise of this Subscription Agreement shall be binding upon Subscriber Warrant and its transfereesthe purchase price per share, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer as adjusted from time to be deemed effective, the Transferee shall have executed and delivered time pursuant to the Company in advance an instrument in a form acceptable provisions of this Warrant, are sometimes hereinafter referred to as 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 “Warrant Stock” and the terms of this “Purchase Price,” respectively. This Warrant is issued in connection with that certain Subscription Agreement, dated as of _________, 2006, by and between the Company and the Company consents Registered Holder (the “Subscription Agreement”) and is subject to the transfer terms and conditions of the Subscription Agreement. The Warrant Stock possesses certain registration rights pursuant to the Subscription Agreement. Capitalized terms used but not defined herein shall have the meanings as defined in its sole discretionthe Subscription Agreement.
Appears in 1 contract
Sources: Warrant Agreement (iVOW, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock Security Interests (the “Securities”), of InSitu BiologicsAmpere Technologies CF SPV, Inc.LLC, a Delaware corporation limited liability company (the “Company”), at a purchase price of $5.75 per share (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The price per Security will be (i) $5.00 per Security if the Subscriber has signed prior to the Company receiving $300,000 in investment commitments in the Offering and (ii) $6.50 per Security thereafter through the ending of the Offering. The Company is serving as a “crowdfunding vehicle” as defined under Rule 3a-9 of the Investment Company Act of 1940, as amended, for securities to be acquired from Ampere Technologies, Inc., a Delaware 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 Class B Non-Voting Common Stock issued by the Crowdfunding Issuer (the “Shares”) on a one-to-one basis. The rights of the Common Stock Securities are as set forth in the Certificate Operating Agreement of Incorporation, as amended, included the Company and any description of the Securities that appears in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”)Materials is qualified in its entirety by such document.
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), filed with the SEC as part of the Offering Circular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies Operating Agreement, a copy of the Offering Circular Statement of the Company and Offering Statement, including Crowdfunding Issuer filed with the Exhibits thereto, 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) Subscriber understands that the Crowdfunding Issuer, as Manager of the Company, will make all decisions for the Company even through 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. 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.
(de) The aggregate number value of Securities sold shall not exceed 1,739,132 shares of Class A Common Stock $1,000,000 (the “maximum number of sharesOversubscription Offering”). The Company may accept subscriptions until _____________________________April 29, unless the earliest of extended by the Company in its sole discretion in accordance with applicable SEC regulations 2024 (the “Termination Date”) or until ). Providing that subscriptions for $50,000 worth of Securities are received (the maximum number of shares under “Minimum Offering”), 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”).
(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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(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
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase units comprised of two shares of Class A Common Stock Stock, par value $0.0001 (the “SecuritiesClass A Common Stock”), of InSitu BiologicsCloudastructure, Inc., a Delaware corporation (the “Company”), and a warrant to purchase one share of Class A Common Stock (the “Warrant”), of the Company (the “Units”) , at a purchase price of $5.75 1.00 per share Unit (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) ), upon the terms and conditions set forth herein. The minimum subscription is $250.00. The shares of Class A Common Stock, the Warrants and the Units being subscribed for under this Subscription Agreement and the shares Class A Common Stock issuable upon exercise of the Warrants are also referred to as the “Securities.” The rights of the Class A Common Stock are as set forth in the Amended and Restated Certificate of IncorporationIncorporation of the Company (the “Restated Certificate”), filed as amended, included in the Exhibits Exhibit 2.1 to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”)) and the terms of the Warrants are as set forth in the Warrant and Warrant Agreement attached as Appendix B to this Subscription Agreement. In this Subscription Agreement, the shares of Class A Common Stock issuable as part of a Unit are referred to as the “Unit Shares” and the shares of Class A Common Stock issuable upon exercise of the Warrants are referred to as the “Warrant Shares.
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ , 2020 (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(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. 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 1,739,132 shares of Class A Common Stock 28,571,428 Units (the “maximum number of sharesMaximum Offering”). The Company may accept subscriptions until _____________________________[DATE], unless the earliest of otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”) 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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(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 (individually and/or collectively, the “SubscriberParticipant”) hereby irrevocably subscribes for and agrees applies to purchase Units composed of (i) one share of Common Stock (the “SecuritiesCommon Stock” or the “Shares”), ) of InSitu BiologicsGeneration Hemp, Inc., a Delaware Colorado corporation (the “Company”), and (ii) one warrant exercisable for one share of Common Stock (the “Warrant(s)”), in accordance with the terms and conditions of this Subscription Agreement (this “Subscription”) and form of Warrant which is attached as Exhibit A hereto, at a purchase price of $5.75 per share (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The rights of the Common Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering CircularPrice”) of $0.40 per Unit (collectively the “Units”). This Subscription is one of several Subscriptions to be entered into by and between the Company and Participants, pursuant to which the Company will raise up to $10,000,000 or such greater amount as the Company’s Board of Directors may so determine without notice or consent by any prior or future Participants (the “Offering”). The Participant acknowledges and understands that the Offering of the Units is being made without registration of the Units, the Common Stock, the Warrant or the Common Stock for which the Warrant is exercisable, under the Securities Act of 1933, as amended (the “Securities Act”), or any securities “blue sky” or other similar laws of any state.
(b) Subscriber understands that Before this Subscription is considered, the Securities are being offered pursuant Participant must complete, execute and deliver to an offering circular dated _____________________the Company the following:
(i) This Subscription;
(ii) The Form of Warrant attached hereto as Exhibit A;
(iii) The Certificate of Accredited Investor Status, attached hereto as Exhibit B; and
(iv) The Participant’s check in the amount of $__________ (the “Offering Circular”), filed with the SEC as part of the Offering Circular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber 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 1,739,132 shares of Class A Common Stock (the “maximum number of shares”). The Company may accept subscriptions until exchange for ______________________________ Units purchased, unless or wire transfer sent to the earliest Company in accordance with wire transfer instructions which the Company will provide at the request of extended the Participant.
(c) This Subscription is irrevocable by the Participant.
(d) This Subscription is not transferable or assignable by the Participant.
(e) This Subscription may be rejected in whole or in part by the Company in its sole discretion prior to the applicable Closing (as defined in accordance with applicable SEC regulations Section 1(g) hereof), regardless of whether Participant’s funds have theretofore been deposited by the Company,. Participant’s execution and delivery of this Subscription will not constitute an agreement between the undersigned and the Company until this Agreement has been accepted and executed by the Company. In the event this Subscription is rejected by the Company, all funds and documents tendered by the Participant shall be returned and the parties' obligations hereunder, shall terminate. Participant’s Initials 1 Generation Hemp, Inc.
(f) Each Participant shall be issued at Closing a two-year Warrant in substantially the form attached hereto as Exhibit A to acquire up to that number of additional shares of Common Stock equal to one hundred percent (100%) of the number of Shares purchased by such Participant and exercisable only for a cash Purchase Price of $0.40 per share (the shares of Common Stock issuable upon exercise of or otherwise pursuant to the Warrant collectively are referred to herein as the “Warrant Shares”). The Shares, the Warrant and the Warrant Shares collectively are referred to herein as the “Securities”.
(g) The sale of Units will take place in one or more closings (the “Termination Date”) Closing” 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 first of rejection which is scheduled to close on or about February 18, 2020, subject to the satisfaction of all parties hereto of their obligations herein. The minimum investment amount shall be $50,000 by each Participant in the Offering, although the Company may waive this subscription minimum in its entiretysole discretion and accept lesser investment amounts from Participants. The minimum Offering size shall be for 1,000,000 Units (the “Minimum Offering Amount”), and the maximum Offering size shall be for 25,000,000 Units. The Closing will not occur until the Minimum Offering Amount has been raised. All amounts paid by Participant shall be deposited prior to the Closing in the escrow account maintained by the Escrow Agent, and may be immediately drawn upon at each Closing. Participant acknowledges and agrees that their subscription is irrevocable and binding on the part of the Participant and that once the funds have been tendered, the Company may conduct a Closing without any consent or notice to the Participant. Once a Closing has occurred, the subscribed funds will become assets of the Company and will be available for use by the Company as described herein. Notwithstanding any other term or provision hereof, in the event the sale of Closing does not occur by March 31, 2020, the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement Company shall have no force or effect, except for Section 5 hereof, which shall remain the right in force its sole discretion to terminate the Offering and effectreturn all funds provided by the Participant in connection with its subscription hereunder to the Participant.
(fh) The terms Company plans to use the proceeds from the Offering for acquisitions, capital expenditures, and general working capital purposes.
(i) Participant hereby agrees not to, and will cause its affiliates not to, enter into any “put equivalent position” as such term is defined in Rule 16a-1 under the Securities Exchange Act of this Subscription Agreement shall be binding upon Subscriber and its transferees1934, heirs, successors and assigns as amended (collectively, the “TransfereesExchange Act”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered or Short Sale (as defined below) position (a) with respect to the Company in advance an instrument in a form acceptable Securities; or (b) with respect to the Company Company’s Common Stock, prior to the exercise in its sole discretion, pursuant to which full of the proposed Transferee shall acknowledge, agree, and be bound Warrants by the representations and warranties Participant, or expiration of Subscriber and the terms of this Subscription Agreement, and Warrants held by the Company consents to the transfer in its sole discretionParticipant.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) Investor hereby irrevocably subscribes for and agrees to purchase Common Stock shares (the “SecuritiesShares”) of Series A-2 Preferred Stock convertible into Common Stock, par value $0.0001 per share (the “Series A-2 Preferred Stock”), of InSitu BiologicsD▇▇▇▇.▇▇, Inc., a Delaware corporation (the “Company”), at a purchase price of $5.75 0.50 per share of Series A-2 Preferred Stock (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject ), rounded down to the discretion of the manager (“Minimum Purchase,”) nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The rights purchase price of each Share is payable in the manner provided in Section 3(a) below. The Shares being subscribed for under this Subscription Agreement and the Common Stock issuable upon the conversion of such Shares are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Amended and Restated Certificate of IncorporationIncorporation of the Company, as amended, included available in the Exhibits to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber Investor understands that the Securities are being offered pursuant to an offering circular the Offering Circular dated July _______________________________ , 2017 and its exhibits (the “Offering Circular”), ) as filed with the SEC as part of Securities and Exchange Commission (the Offering Circular“SEC”). By executing this Subscription Agreementsubscribing to the Offering, Subscriber Investor acknowledges that Subscriber Investor has received this Subscription Agreement, copies and reviewed a copy of the Offering Circular and Offering Statement, including the Exhibits thereto, Statement and any other information required by the Subscriber Investor to make an investment decisiondecision with respect to the Securities.
(c) Subscriber’s subscription This 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. 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 relating to the rejected portion of the subscription shall terminate.
(d) The aggregate number of Securities shares of Series A-2 Preferred that may be sold by the Company in this offering shall not exceed 1,739,132 20,000,000 shares of Class A Common Stock (the “maximum number of sharesMaximum Shares”). The Company may accept subscriptions until _____________________________[DATE], unless the earliest of otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be required to sell the Maximum Shares (the “Termination Date”) or until ). Providing that subscriptions for 1,000,000 Securities are received (the maximum number of shares under “Minimum Offering”), the Offering are sold. 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 is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber Investor 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 and the Investor, 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”) On the terms and subject to the conditions hereof, Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company, and the Company hereby agrees to issue and sell to Subscriber, in consideration of the payment of the Purchase Price by or on behalf of Subscriber to the Company, the Subscribed Shares at the Closing (as defined below) (such subscription and issuance, the “Subscription”). Notwithstanding anything to the contrary herein, in the event that the issuance of the Subscribed Shares to Subscriber would cause Subscriber or its affiliates to “beneficially own” (as such term is defined in Rules 13d-3 and 13d-5 under the Exchange Act of 1934 (as defined below)) more than 9.90% of the total number of issued and outstanding shares of Pubco Class A Common Stock at the closing of the Transaction (the “SecuritiesBeneficial Ownership Limitation”), of InSitu Biologicsthen, Inc., a Delaware corporation (on the “Company”), at a purchase price of $5.75 per share (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher terms and subject to the discretion conditions hereof, Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company, and the Company hereby agrees to issue and sell to Subscriber, in consideration of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The rights payment of the Common Stock are as set forth in the Certificate Purchase Price by or on behalf of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), filed with the SEC as part of the Offering Circular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretionthe Closing, may allocate to Subscriber only (i) a portion of the number of Securities Shares such 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 relating to the rejected portion of the subscription shall terminate.
(d) The aggregate number of Securities sold shall would meet but not exceed 1,739,132 shares of Class A Common Stock the Beneficial Ownership Limitation (the “maximum Beneficially Owned Shares”), and (ii) a pre-funded warrant to purchase a number of sharesShares equal to the Subscribed Shares less the Beneficially Owned Shares, substantially in the form attached hereto as Exhibit A (the “Pre-Funded Warrant”). The Company may accept subscriptions until _____________________________, unless Beneficially Owned Shares and the earliest of extended by Shares underlying the Company in its sole discretion in accordance with applicable SEC regulations (Pre-Funded Warrant shall be considered “Subscribed Shares” hereunder and the Subscribed Shares and the Pre-Funded Warrant are collectively referred to herein as the “Termination DateSubscribed Securities”) 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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(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. (a1) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock Shares in the amount indicated on the signature page hereto (the “Securities”"Subscription Amount"), of InSitu Biologics, Inc., a Delaware corporation . The undersigned shall deliver the Subscription Amount within five (the “Company”), at a purchase price of $5.75 per share (the “Per Security Price”5) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion business days of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The rights date of the Common Stock are this Agreement by wire transfer as set forth in Paragraph (2) below. The undersigned hereby acknowledges that the Certificate actual number of Incorporation, as amended, included in Shares which the Exhibits undersigned will receive will be equal to the Offering Circular Subscription Amount divided by the Purchase Price, rounded down to the nearest whole number of the company filed with the SEC (the “Offering Circular”)Shares.
(b2) Subscriber The undersigned understands that all payments of the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), filed Subscription Amount shall be delivered by wire transfer in accordance with the SEC wire transfer instructions set forth on Exhibit A attached hereto. Such payment will be deposited as part of soon as practicable for the Offering Circular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) Subscriber’s subscription may be accepted or rejected undersigned's benefit in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed fornon-interest bearing escrow account. The Company payment will notify Subscriber whether this subscription is accepted (whether in whole be returned promptly, without interest or in part) or rejected. If Subscriber’s deduction, if the undersigned'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 1,739,132 shares of Class A Common Stock (the “maximum number of shares”). The Company may hold a closing of the Offering (the "First Closing") at any time during the period beginning after one or more subscriptions have been accepted and ending on or before March 15, 2002 (the "Termination Date"); provided, however, that the Termination Date may be extended to a date not later than April 15, 2002 upon the mutual agreement of the Company and ▇▇▇▇▇▇▇▇▇▇ & Co. Inc., the placement agent for this Offering (the "Placement Agent"). Subsequent closings may be held at any time after the First Closing and on or before the Termination Date (each, a "Subsequent Closing") without regard to the aggregate amount of subscriptions for Shares received by the Company. The Company may, in its discretion, accept subscriptions until _____________________________for an aggregate number of less than 2,300,000 Shares.
(3) Upon receipt by the Company of the requisite payment for all Shares to be purchased by the subscribers whose subscriptions are accepted (each, unless a "Purchaser" and, collectively, the earliest of extended "Purchasers") at the First Closing or any Subsequent Closing, the Company shall: (i) issue to each Purchaser stock certificates representing the Shares purchased; (ii) deliver to each Purchaser a certificate stating that the representations and warranties made by the Company in its sole discretion Section C hereof were true and correct in accordance with applicable SEC regulations all material respects when made and are true and correct in all material respects on the date of the First Closing or Subsequent Closing, as applicable; and (iii) cause to be delivered to each Purchaser an opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ White & ▇▇▇▇▇▇▇▇▇ llp ("HEWM") in the “Termination Date”) or until the maximum number form 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”)Exhibit B attached hereto.
(e4) In The undersigned hereby agrees to be bound hereby upon the event (i) execution and delivery to the Company, in care of rejection of this subscription in its entiretyHEWM, or in the event the sale of the Securities signature page to this Agreement, and (ii) acceptance at the First Closing or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effectSubsequent Closing by the Company of the undersigned's subscription.
(f5) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided undersigned agrees 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 may, in its sole and absolute discretion, pursuant reduce the undersigned's subscription to which any number of Shares that in the proposed Transferee shall acknowledge, agree, and be bound aggregate does not exceed the number of Shares hereby applied for without any prior notice to or further consent by the representations and warranties undersigned. If such a reduction occurs, the part of Subscriber and the terms of this Subscription Agreement, and the Company consents Amount attributable to the transfer in its sole discretionreduction shall be returned, without interest or deduction.
Appears in 1 contract
Sources: Subscription Agreement (Depomed Inc)
Subscription. (a) The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock (the “Securities”), of InSitu Biologics, Inc.from METHES ENERGIES INTERNATIONAL LTD., a Delaware Nevada corporation (the “CompanyCorporation”), at a purchase price of $5.75 per share (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The rights , that number of the Common Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC Shares (the “Offering CircularSecurities”) set forth on the Subscription Agreement Face Page (the “Face Page”).
(b) Subscriber understands that , at the Securities are being offered pursuant to an offering circular dated __________________________subscription price of US$_____ (the “Offering CircularSubscription Price”) per Share for a total investment as set forth on the Face Page. The Subscriber agrees to pay to the Corporation the Subscription Price for the Securities subscribed for hereunder by delivering to the Corporation, concurrent upon the execution of this private placement subscription agreement (“Agreement”), filed with a wire transfer, a certified cheque, bank draft or money order for the SEC as part full amount of the Offering CircularSubscription Price for the Securities subscribed for hereunder. By executing this Subscription Agreement, The Subscriber hereby acknowledges that Subscriber has received this Subscription Agreement, copies the acceptance of the Offering Circular and Offering Statementsubscription is subject to rejection or allotment, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed forCorporation. 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 acknowledges that the Securities subscribed for hereunder forms part 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 1,739,132 shares of Class A Common Stock a larger private placement (the “Private Placement”) of up to a maximum number of shares”)US$6,000,000. Unless otherwise indicated, references in this Agreement to “$” or “dollars” refer to the currency of the United States of America. No fractional shares of the Corporation will be issued. The Company may accept subscriptions until _____________________________, unless Subscriber acknowledges that the earliest of extended Securities are being sold by the Company Corporation in the United States of America (the “US”) and in other jurisdictions where it is legal to do so. Subject to the terms hereof, the subscription will be effective upon its sole discretion acceptance by the Corporation. The Private Placement is not subject to minimum aggregate subscription level and, upon closing, all subscription proceeds will be retained by the Corporation in accordance with applicable SEC regulations (the “Termination Date”) terms hereof. Subscription proceeds may be accepted in one or until the maximum number more closings of shares under the Offering are soldthis Private Placement. 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 closing of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effectPrivate Placement will be subject to receipt of all applicable regulatory approvals.
(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 (Methes Energies International LTD)
Subscription. (a) The undersigned (“SubscriberInvestor”) hereby irrevocably subscribes for and agrees to purchase Common Stock such number of shares (the “SecuritiesShares”) of Common Stock, par value $0.01 per share (the “Common Stock”), of InSitu Biologicsthe Company, Inc.as set forth on the signature page hereto, a Delaware corporation for an aggregate purchase price (the “CompanyPurchase Price”), ) equal to the product of (i) the aggregate number of Shares the Investor has agreed to purchase and (ii) $3.85. The aggregate Purchase Price is set forth on the signature page hereto.. Such purchases shall be made at a purchase price of $5.75 3.85 per share (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject Common Stock, rounded down to the discretion of the manager (“Minimum Purchase,”) nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The rights of the Common Stock Shares are as set forth in the Certificate Amended and Restated Articles of IncorporationIncorporation and By-laws, as amended, included of the Company available in the Exhibits to the Offering Circular Statement (as defined below) of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber . Investor understands that the Securities Shares are being offered pursuant to an offering circular Offering Circular dated _______________________________ , 2021 (the “Offering Circular”), filed with the SEC as part of the Offering CircularStatement. By executing subscribing to the Offering, Investor acknowledges that Investor has received and reviewed this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement, Statement including the Exhibits thereto, exhibits thereto and any other information required by the Subscriber Investor to make an investment decision.
(c) Subscriberdecision with respect to the Shares. The Investor’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 defineddefined below), by the Company at its sole discretion. 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 relating to the rejected portion of the subscription shall terminate.
(d) . The aggregate number of Securities Shares that may be sold in this offering shall not exceed 1,739,132 shares 2,597,403 shares, 268,852 of Class A Common Stock (which are being sold by certain of the “maximum number of shares”)Company’s existing shareholders. The Company may accept subscriptions until _____________________________, 2022, unless the earliest of extended earlier terminated by the Company in its sole discretion in accordance with applicable SEC regulations (the “Termination Date”) or until ). There is no minimum offering amount and 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, 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 is not consummated for any reason, this Subscription Agreement shall have no force or effect. The Shares are being offered pursuant to an offering statement on Form 1-A, except for Section 5 hereof, which shall remain in force and effect.
File No. 024-11527 (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, the “TransfereesOffering Statement”); provided that for . The Offering Statement will have been qualified by the Securities and Exchange Commission (the “Commission”) prior to issuance of any such transfer Shares and acceptance of Investors’ subscription. The offering circular (the “Offering Circular”) which forms a part of the Offering Statement, however, is subject to change. A final Offering Circular and/or supplement to the Offering Circular will be deemed effective, the Transferee shall have executed and delivered to the Investor as required by law. The Shares are being offered by the Company in advance an instrument in on a form acceptable “best efforts” basis. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company in its sole discretionaccordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, pursuant as amended (the “Exchange Act”). At the Closing: (i) the Investor shall pay the Purchase Price by wire transfer of immediately available funds to which the proposed Transferee shall acknowledge, agreeCompany’s escrow account per wire instructions as provided on the signature line below, and (ii) if the Company is eligible, the Company shall cause the Shares to be bound by delivered to the representations Investor with the delivery of the Shares through the physical delivery of certificates evidencing the Common Stock and warranties of Subscriber a warrant to the residential or business address indicated thereon). In the event that funds are sent in and the terms of this Subscription Agreement, and the Company consents offering does not close for any reason prior to the transfer Termination Date set forth in its sole discretionthe final Offering Statement, all funds will be returned to investors promptly in accordance with applicable law.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase shares of Common Stock (the “Securities”), of InSitu BiologicsPlanet Resource Recovery, Inc., a Delaware Nevada corporation (the “Company”), at a purchase price of $5.75 0.005 per share (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) ), upon the terms and conditions set forth herein. The rights and preferences of the Common Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits as Exhibit 2.1 to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ August 2, 2022 and qualified on [DATE] (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(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. 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 1,739,132 shares of Class A Common Stock One Billion 1,000,000,000 (the “maximum number of sharesMaximum Offering”). The Company may accept subscriptions until _____________________________the “Termination Date” (as defined below), unless the earliest of otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering. The termination date of the offering is the earliest date on which: (i) the Maximum Offering is completed; (ii) the one-year anniversary of the date in which the SEC qualified the Offering Statement; or (iii) the Company’s board of directors (the “Board of Directors”), in its sole discretion, determines to terminate the offering (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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(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 and the Subscriber, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 1 contract
Sources: Subscription Agreement (Planet Resource Recovery, Inc.)
Subscription. (a) 1. The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock (the “Securities”), of InSitu Biologics, Inc., a Delaware corporation (the “Company”), Shares at a purchase price of $5.75 5.00 per share (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The rights of the Common Stock are as set forth Share in the Certificate of Incorporation, as amended, included in amount indicated on the Exhibits to the Offering Circular of the company filed signature page hereto. Simultaneously with the SEC (the “Offering Circular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), filed with the SEC as part of the Offering Circular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber 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 1,739,132 shares of Class A Common Stock (the “maximum number of shares”). The Company may accept subscriptions until _____________________________, unless the earliest of extended by the Company in its sole discretion in accordance with 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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(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 execution of this Subscription Agreement, the undersigned is paying and delivering to the Company, at the address set forth below, the amount set forth on the signature page below, in the form of a check or wire transfer (the "Payment") payable to "Comerica Bank, I.T. Technology Escrow Account" to be deposited with the Comerica Bank (the "Escrow Agent"). THE UNDERSIGNED ACKNOWLEDGES AND AGREES THAT BY EXECUTING AND DELIVERING THIS SUBSCRIPTION AGREEMENT ALONG WITH PAYMENT FOR THE AMOUNT OF SHARES SUBSCRIBED FOR HEREUNDER, THE UNDERSIGNED IS MAKING AN IRREVOCABLE COMMITMENT TO PURCHASE THE SHARES PURSUANT TO THE TERMS CONTAINED HEREIN AND IN THE PROSPECTUS. SUCH COMMITMENT BY THE UNDERSIGNED MAY NOT BE MODIFIED, REVOKE OR WITHDRAWN, NOR SHALL THE UNDERSIGNED BE ENTITLED TO THE RETURN OF ANY FUNDS TENDERED TO THE ESCROW AGENT, EXCEPT AS EXPRESSLY PURSUANT TO SECTION 2. PROVIDED HEREIN
2. The undersigned understands that the Payment will be held in escrow for his benefit by the Escrow Agent pursuant to the terms of the Escrow Agreement (the "Escrow Agreement") dated as of May 1, 2000 between the Company and the Company consents Escrow Agent. The offering period will terminate on December 4, 2000 which date may be extended or advanced without notice to subscribers until not later than January 3, 2001, by the transfer mutual agreement of the Underwriter and the Company. The Payment will be returned promptly, with any interest earned thereon less expenses associated with the Escrow Account, on the basis described in its sole discretionthe Prospectus, in the event that for any reason the purchase and sale of the Shares is not consummated within thirty days following termination of the offering period (such date is hereinafter referred to as the Closing Date and shall in no event be later than January 3, 2001) or in the event that the undersigned"s subscription is rejected.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for Subscriber acknowledges and agrees to purchase Common Stock that this subscription (i) is irrevocable on the “Securities”), of InSitu Biologics, Inc., a Delaware corporation (the “Company”), at a purchase price of $5.75 per share (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The rights of the Common Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), filed with the SEC as part of the Offering Circular. By executing this Subscription AgreementSubscriber, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required (ii) is conditioned upon acceptance by the Subscriber to make an investment decision.
Company and (ciii) Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber 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 1,739,132 shares of Class A Common Stock (the “maximum number of shares”). The Company may accept subscriptions until _____________________________, unless the earliest of extended part by the Company in its sole discretion in accordance with applicable SEC regulations (the “Termination Date”) or until the maximum number of shares under the Offering are soldat any time. The Company may elect at any time Subscriber agrees to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(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 all the terms and provisions of this Subscription Agreement, the Company Memorandum, the Company’s bylaws, attached hereto as Appendix B (as amended, the “Bylaws”), the Company’s certificate of incorporation, attached hereto as Appendix C (as amended, the “Charter”), the Investment Advisory Agreement by and between First Eagle BDC Adviser, LLC (the “Adviser”) and the Company, attached hereto as Appendix D (as amended, the “Advisory Agreement”), the Investment Sub-Advisory Agreement by and among the Adviser, First Eagle Private Credit, LLC (the “Sub-Adviser”) and the Company, attached hereto as Appendix E (as amended, the “Sub-Advisory Agreement”), the Administration Agreement by and between the Company consents and State Street Bank and Trust Company, our administrator (the “Administrator”), attached hereto as Appendix F (as amended, the “Administration Agreement”), the Administrative Support Agreement by and among the Company, First Eagle Investment Management, LLC and the Sub-Adviser, attached hereto as Appendix G (as amended, the “Administrative Support Agreement” and, together with the Company Memorandum, the Bylaws, the Charter, the Advisory Agreement, the Sub-Advisory Agreement and the Administration Agreement, the “Operative Documents”) together with this Subscription Agreement.
(b) The Subscriber agrees to purchase Shares for an aggregate purchase price equal to its Capital Commitment, payable at such times and in such amounts as required by the Company, under the terms and subject to the transfer conditions set forth herein. The minimum Capital Commitment is $25 million, subject to the discretion of the Company to accept a lower amount.
(c) The Company has filed a registration statement on Form 10 (the “Registration Statement”) for the registration of its common stock with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Registration Statement is not the offering document pursuant to which the Company is conducting this offering of securities. Accordingly, the Subscriber should rely exclusively on information contained in the Company Memorandum, together with reports the Company may file under the Exchange Act from time to time, in making its sole discretioninvestment decisions. The Company expects to enter into separate Subscription Agreements (the “Other Subscription Agreements” and, together with this Subscription Agreement, the “Subscription Agreements”) with other investors (the “Other Investors,” and together with the Subscriber, the “Investors”), providing for the sale of Shares to the Other Investors. This Subscription Agreement and the Other Subscription Agreements are separate agreements, and the sales of Shares to the undersigned and the Other Investors are to be separate sales.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock (the “Securities”), of InSitu BiologicsTorque Lifestyle Brands, Inc., a Delaware corporation Colorado Corporation (the “Company”), at a purchase price of $5.75 0.01 per share of Common Stock (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) ), upon the terms and conditions set forth herein. There is no minimum subscription amount. The rights of the Common Stock are as set forth in the Certificate of Incorporation, as amended, Incorporation and Bylaws included in the Exhibits to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [_______________________________ ] (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(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. 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 1,739,132 shares of Class A Common Stock 1,200,000,000 (the “maximum number of sharesMaximum Offering”). The Company may accept subscriptions until _____________________________, unless the earliest of extended by the Company in its sole discretion in accordance with 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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors 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 and the Subscriber, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 1 contract
Sources: Common Stock Subscription Agreement (Torque Lifestyle Brands, Inc.)
Subscription. (a) The undersigned (“Subscriber”) Buyer hereby irrevocably subscribes for and agrees to purchase Common Stock from the Company (1) the number of shares (the “Securities”"Series G Preferred Shares") of Series G Convertible Preferred Stock, $.01 par value (the "Series G Preferred Stock"), of InSitu Biologicsthe Company set forth on the signature page of this Agreement, Inc., a Delaware corporation (the “Company”), at a purchase price of $5.75 per share (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) upon having the terms and conditions set forth herein. The rights of the Common Stock are as set forth in the form of the Certificate of IncorporationDesignations of the Series G Convertible Preferred Stock attached hereto as Annex I (the "Series G Certificate of Designations") at the price per share and for the aggregate purchase price set forth on the signature page of this Agreement (the "Series G Purchase Price") and (2) the number of shares (the "Series H Preferred Shares") of Series H Convertible Preferred Stock, $.01 par value (the "Series H Preferred Stock"), of the Company set forth on the signature page of this Agreement, having the terms and conditions as amended, included set forth in the Exhibits form of the Certificate of Designations of the Series H Convertible Preferred Stock attached hereto as Annex II (the "Series H Certificate of Designations") at the price per share and for the aggregate purchase price set forth on the signature page of this Agreement (the "Series H Purchase Price" and, when added to the Offering Circular Series G Purchase Price, the "Total Purchase Price"). In connection with the purchase of the company filed with Series G Preferred Shares and the SEC (the “Offering Circular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), filed with the SEC as part of the Offering Circular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required Series H Preferred Shares by the Subscriber Buyer, the Company shall issue to make an investment decision.
(c) Subscriber’s subscription may be accepted or rejected in whole or in partthe Buyer, at any time prior to a the Closing (as defined herein) on the Closing Date (as hereinafter defineddefined herein), by (A) Common Stock Purchase Warrants in the Company at its sole discretion. In addition, form attached hereto as Annex III (the Company, at its sole discretion, may allocate "Warrants") to Subscriber only purchase 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 1,739,132 shares of Class A Common Stock (subject to adjustment after issuance of the “maximum number Warrants as provided in the Warrants) equal to the amount obtained by multiplying (i) the quotient obtained by dividing (x) the Total Purchase Price by (y) the average closing price of shares”the Common Stock on the New York Stock Exchange (the "NYSE") for the ten consecutive trading days immediately prior to the Closing Date times (ii) 0.15 and (B) Warrants in the form attached hereto as Annex IV (the "BuyItNow Warrants") to purchase from the Company 150,000 limited liability company common unit interests (the "BuyItNow Interests") in ▇▇▇▇▇▇▇▇.▇▇▇ L.L.C., a Delaware limited liability company ("BuyItNow"). The Company may accept subscriptions until _____________________________, unless Series G Preferred Stock and the earliest Series H Preferred Stock are referred to herein collectively as the "Preferred Stock." The Series G Preferred Shares and the Series H Preferred Shares are referred to herein collectively as the "Preferred Shares." The shares of extended by the Company in its sole discretion in accordance with 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 Common Stock issuable upon exercise of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effectWarrants are referred to herein as the "Warrant Shares.
(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 Warrant Shares and the terms shares of this Subscription AgreementCommon Stock issuable upon conversion of the Preferred Shares, and the Company consents to the transfer in its sole discretion.each
Appears in 1 contract
Sources: Subscription Agreement (E4l Inc)
Subscription. (a) 2.1. The undersigned (“Subscriber”) Subscriber hereby irrevocably subscribes confirms its irrevocable subscription for and agrees offer to purchase Common Stock (the “Securities”)Purchased Securities from the Corporation, of InSitu Biologics, Inc., a Delaware corporation (the “Company”), at a purchase price of $5.75 per share (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher on and subject to the discretion of the manager (“Minimum Purchase,”) upon the terms and conditions set forth hereinout in this Agreement, for the aggregate Subscription Price.
2.2. The rights Subscriber acknowledges and agrees that:
(a) the Shares being subscribed for hereunder form part of the Common Stock are as set forth in the Certificate a larger offering of Incorporation, as amended, included in the Exhibits up to the Offering Circular of the company filed with the SEC 30,000,000 Shares (the “Offering CircularOffered Securities”) offered for sale by the Corporation at a subscription price of $0.07 per Share (the “Subscription Price”)., for gross aggregate proceeds of up to $2,100,000;
(b) Subscriber understands that there is no minimum amount required to be raised by the sale of the Offered Securities are being offered pursuant to an offering circular dated _______________________________ (and the “Offering Circular”), filed with the SEC as part proceeds of the Offering Circular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of will be immediately available to the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision.Corporation;
(c) Subscriber’s this subscription may be accepted is subject to rejection, acceptance or allotment by the Corporation in whole or in part. If this Agreement is rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, Subscriber acknowledges that the Company, at its sole discretion, may allocate to Subscriber only a unused portion of the number aggregate Subscription Price of the Purchased Securities Subscriber has subscribed forwill be promptly returned to it without interest or deduction. The Company will notify Subscriber whether Subject to the terms and conditions hereof, 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 effective upon its acceptance by the Corporation and subject to Subscriber without interest and receipt of all of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate.applicable regulatory approvals;
(d) The aggregate number the Offered Securities will be issued on a private placement basis to qualified purchasers pursuant to exemptions from the prospectus and registration requirements under the Applicable Securities Laws. In Canada, the Offered Securities will be subject to a hold period of four months and one day following the Closing Date; and
(e) the Offering is not brokered and, accordingly, no agent has conducted due diligence or negotiated the terms of the Offering on behalf of the Subscriber. Where permitted by Applicable Securities sold shall not exceed 1,739,132 shares of Class A Common Stock (Laws, the “maximum number of shares”). The Company Corporation may accept subscriptions until _____________________________, unless pay a finder’s fee to individuals or companies who refer investors who participate in the earliest of extended by Offering in an amount that the Company Corporation in its sole discretion in accordance with 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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereofdetermine, which shall remain fee will be payable in force and effectpayable in cash and/or securities.
(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: Common Share Subscription Agreement (Perkins Rowland)
Subscription. (a) The undersigned (“SubscriberInvestor”) hereby irrevocably subscribes for and agrees to purchase Common Stock shares (the “SecuritiesShares”) of Series B Stock, no par value per share (the “Series B Stock” or the “Shares”), of InSitu Biologics, Groundfloor Finance Inc., a Delaware Georgia corporation (the “Company”), at a purchase price of $5.75 18.23 per share of Series B Stock (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject ), rounded down to the discretion of the manager (“Minimum Purchase,”) nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth hereinherein (the “Subscription”). The purchase price of the Shares is payable in the manner provided in Section 3(a) below. The rights and preferences of the Common Stock Shares are as set forth in the Certificate Third Amended and Restated Articles of IncorporationIncorporation of the Company, as amended, included available in the Exhibits to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber Investor understands that the Securities Shares are being offered pursuant to an offering circular the Offering Circular dated _______________________________ [●], 2020 and its exhibits (the “Offering Circular”), ) as filed with the SEC as part Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, Investor acknowledges that Investor has received a copy of the Offering Circular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, Statement and any other information required by the Subscriber Investor to make an investment decisiondecision with respect to the Shares.
(c) Subscriber’s subscription Notwithstanding anything in this Agreement to the contrary, the Company shall have no obligation to issue any of the Series B Stock to any person who is a resident of a jurisdiction in which the issuance of Series B Stock to him, her or it would constitute a violation of the securities, “blue sky” or other similar laws of such jurisdiction (collectively referred to as the “State Securities Laws”). This 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. 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 relating shall terminate. Tendered funds will be transmitted promptly to the rejected portion of Escrow Agent (as hereinafter defined), and returned promptly to Investor if the subscription shall terminateMinimum Offering (as hereinafter defined) is not met prior to the Termination Date.
(d) The aggregate number of Securities shares of Series B Stock that may be sold by the Company in this offering shall not exceed 1,739,132 548,546 shares of Class A Common Stock (the “maximum number of sharesMaximum Shares”). The Company may accept subscriptions until _____________________________, unless 2021, or the earliest of extended date at which the offering is earlier terminated by the Company in its sole discretion in accordance with applicable SEC regulations (the “Termination Date”) or until ). Providing that subscriptions for 68,569 shares of Series B Stock are received (the maximum number of shares under “Minimum Offering”), and all other requirements for a closing are met, the Offering are sold. 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 is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 6 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, (i) 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 Investor, terms of this Subscription Agreement, and (ii) the Company consents to the transfer transfer, in its sole discretion.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) Investor hereby irrevocably subscribes for and agrees to purchase Common Stock (the “Securities”), number of InSitu Biologics, Inc., a Delaware corporation (Shares set forth on the “Company”), signature page hereto at a purchase price of Eight Dollars ($5.75 8.00) per such share (the “Per Security Share Purchase Price”) with a minimum purchase of 50 shares or $287.50 or higher subject ), rounded down to the discretion of the manager (“Minimum Purchase,”) nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The rights of aggregate purchase price for the Common Stock are as set forth Shares with respect to each Investor (the “Purchase Price”) is payable in the Certificate of Incorporation, as amended, included manner provided in Section 2(a) below.
(b) Investor understands that the Exhibits Shares are being offered pursuant to the Offering Circular of the company filed with the SEC dated December 4 ___, 2018 and its exhibits (collectively, the “Offering Circular”).
(b) Subscriber understands that as filed with the Securities are being offered pursuant to an offering circular dated _______________________________ and Exchange Commission (the “Offering CircularSEC”), filed with the SEC as part of the Offering Circular. By executing this Subscription Agreementsubscribing to the Offering, Subscriber the Investor acknowledges that Subscriber Investor has received this Subscription Agreement, copies and reviewed a copy of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber Investor to make an investment decisiondecision with respect to the Shares. After the Offering Circular has been qualified by the SEC, the Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis.” This means not all investors will receive their Shares on the same date.
(c) 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 the Termination Date (as hereinafter defined), by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Subscriber Investor only a portion of the number of Securities Subscriber the Shares that Investor has subscribed forfor 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 relating to the rejected portion of the subscription shall terminate.
(d) The aggregate number of Securities sold shall not exceed 1,739,132 shares of Class A Common Stock (the “maximum number of shares”). The Company may accept subscriptions until _____________________________, unless the earliest of extended by the Company in its sole discretion in accordance with 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 Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(fd) The terms of this Subscription Agreement shall be binding upon Subscriber Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided provided, however, 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, acknowledge and agree to be bound by the representations and warranties of Subscriber Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, and the Company consents to the transfer which may be withheld in its sole and absolute discretion.
Appears in 1 contract
Sources: Subscription Agreement (Cannabinoid Biosciences, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock shares of common stock (the “Securities”), of InSitu BiologicsFlorida Mangoes Wild, Inc., Inc. a Delaware corporation (the “Company”), at a purchase price of $5.75 60 per share (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) ), upon the terms and conditions set forth herein. The minimum subscription is $60. The rights and preferences of the Common Stock common stock are as set forth in the Certificate Company’s certificate of Incorporation, incorporation found as amended, included in the Exhibits Exhibit 2.1 to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ [DATE], 2019 (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(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. 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 1,739,132 shares of Class A Common Stock 95,000 (the “maximum number of sharesMaximum Offering”). The Company may accept subscriptions on a continuous basis, until _____________________________, unless the earliest of extended date determined by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”) 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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(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 Common Stock (the “Securities”), ) of InSitu BiologicsStreamline USA, Inc., a Delaware Wyoming corporation (the “Company”), at a purchase the price of $5.75 per share set forth on the Platform’s investment page (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) ), upon the terms and conditions set forth herein. The minimum subscription is $500. The rights of the Common Stock Securities are as set forth in the Certificate of Incorporation, Incorporation which appear as amended, included in the Exhibits an Exhibit to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ August 27, 2021 (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(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. 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 with respect to the such rejected subscription or portion of the subscription thereof shall terminate.
(d) The aggregate number of Securities sold shall not exceed 1,739,132 shares of Class A Common Stock 30,000,000 (the “maximum number of sharesMaximum Offering”). The Company may accept subscriptions until _____________________________, one year from the qualification date unless the earliest of otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”) 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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(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 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
Subscription. (a) 1. The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock (the “Securities”), of InSitu Biologics, Inc., a Delaware corporation (the “Company”), Shares at a purchase price of $5.75 5.00 per share (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The rights of the Common Stock are as set forth Share in the Certificate of Incorporation, as amended, included in amount indicated on the Exhibits to the Offering Circular of the company filed signature page hereto. Simultaneously with the SEC (the “Offering Circular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), filed with the SEC as part of the Offering Circular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber 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 1,739,132 shares of Class A Common Stock (the “maximum number of shares”). The Company may accept subscriptions until _____________________________, unless the earliest of extended by the Company in its sole discretion in accordance with 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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(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 execution of this Subscription Agreement, the undersigned is paying and delivering to the Company, at the address set forth below, the amount set forth on the signature page below, in the form of a check or wire transfer (the "Payment") payable to "Comerica Bank, I.T. Technology Escrow Account" to be deposited with the Comerica Bank (the "Escrow Agent"). THE UNDERSIGNED ACKNOWLEDGES AND AGREES THAT BY EXECUTING AND DELIVERING THIS SUBSCRIPTION AGREEMENT ALONG WITH PAYMENT FOR THE AMOUNT OF SHARES SUBSCRIBED FOR HEREUNDER, THE UNDERSIGNED IS MAKING AN IRREVOCABLE COMMITMENT TO PURCHASE THE SHARES PURSUANT TO THE TERMS CONTAINED HEREIN AND IN THE PROSPECTUS. SUCH COMMITMENT BY THE UNDERSIGNED MAY NOT BE MODIFIED, REVOKE OR WITHDRAWN, NOR SHALL THE UNDERSIGNED BE ENTITLED TO THE RETURN OF ANY FUNDS TENDERED TO THE ESCROW AGENT, EXCEPT AS EXPRESSLY PURSUANT TO SECTION 2. PROVIDED HEREIN
2. The undersigned understands that the Payment will be held in escrow for his benefit by the Escrow Agent pursuant to the terms of the Escrow Agreement (the "Escrow Agreement") dated as of May ___, 2000 between the Company and the Company consents Escrow Agent. The offering period will terminate on August __, 2000 which date may be extended or advanced without notice to subscribers until not later than September __, 2000, by the transfer mutual agreement of the Underwriter and the Company. The Payment will be returned promptly, with any interest earned thereon less expenses associated with the Escrow Account, on the basis described in its sole discretionthe Prospectus, in the event that for any reason the purchase and sale of the Shares is not consummated within thirty days following termination of the offering period (such date is hereinafter referred to as the Closing Date and shall in no event be later than September __, 2000) or in the event that the undersigned"s subscription is rejected.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase shares of Class AAA Common Stock (the “Securities”), of InSitu BiologicsMode Mobile, Inc., a Delaware corporation (the “Company”), at a purchase price of $5.75 0.25 per share of Class AAA Common Stock (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) ), upon the terms and conditions set forth herein. The minimum subscription is $1,000.00, or 4,000 shares of Class AAA Common Stock. The rights and preferences of the Class AAA Common Stock are as set forth in the Company’s Amended and Restated Certificate of Incorporation, as amended, included in the Exhibits filed as an exhibit to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(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 _______________________________ (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement (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, Statement including the Exhibits thereto, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(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 relating to the rejected portion of the subscription shall terminate.
(de) The aggregate number of Securities sold shall not exceed 1,739,132 shares of Class A Common Stock 300,000,000 (the “maximum number Maximum Offering”) composed of shares”120,000,000 shares to be sold by the Company, 150,000,000 shares issued for no additional consideration as Bonus Shares (as defined in the Offering Circular), and 30,000,000 shares to be sold by selling securityholders. The Company may accept subscriptions until _____________________________, unless the earliest termination of extended by the Company in its sole discretion Offering in accordance with applicable SEC regulations its terms (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”).
(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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(fg) 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”) Subscriber hereby irrevocably subscribes for and agrees commits to purchase Common Stock (the “Securities”), of InSitu Biologics, Inc., a Delaware corporation (the “Company”), at a purchase price of $5.75 per share (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The rights of the Common Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ shares (the “Offering CircularShares”), filed with the SEC as part of the Offering Circular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber 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 1,739,132 shares of Class A Common Stock (the “maximum number of shares”). The Company may accept subscriptions until _________ Stock of the Company (Class A must subscribe to a minimum of 2,500 shares), at a purchase price of $4.00 per share, for a total purchase price of $_____________________, 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 _____________, 2017, with exhibits (the “Offering Circular”), as filed with the SEC. A full description of the Securities and the Offering is set forth in the Offering Circular. By subscribing to the Offering, the Subscriber acknowledges that he/she/it has received and reviewed a copy of the Offering Circular and any other information requested by the Subscriber in writing to make an investment decision with respect to the Securities.
(c) This Subscription may be accepted or rejected, in whole or in part, by the Company in its sole discretion. In addition, the Company, in its sole discretion, may allocate to the Subscriber only a portion of the number of Shares subscribed for. The Company will notify the Subscriber whether this 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 the Subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum number of shares of the Company’s common stock that may be sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum Shares”). The Company may accept subscriptions until twelve months following the date of the Offering Circular, unless the earliest of otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Date”) or until ). Once accepted, the maximum number of shares under Company may immediately use the Offering are soldproceeds 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 the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription 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 Company, in advance advance, an instrument in a form agreement acceptable to the Company 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 Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 1 contract
Sources: Common Stock Subscription Agreement (Feel the World, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common shares of Series B Preferred Stock (the “SecuritiesSeries B Preferred Stock”), of InSitu BiologicsNowRx, Inc., a Delaware corporation (the “Company”), at a purchase price of $5.75 3.4477 per share (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject Series B Preferred Stock, rounded down to the discretion of the manager (“Minimum Purchase,”) nearest whole share based on Subscriber’s subscription amount, upon the terms and conditions set forth herein. The rights minimum subscription amount for Series B Preferred Stock is $1,000. SeedInvest Auto Invest participants have a lower investment minimum of $200. The shares of Series B Preferred Stock being subscribed for under this Subscription Agreement and the shares of Common Stock (“Common Stock”), issuable upon conversion of the Common Series B Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Series B Preferred Stock are as set forth in the Second Amended and Restated Certificate of Incorporation, as amended, included Incorporation (the “Restated Certificate”) substantially in the Exhibits form filed as an exhibit to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ , 2019 (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(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. 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 in the offering shall not exceed 1,739,132 5,800,969 shares of Class A Common Series B Preferred Stock (the “maximum number of sharesMaximum Offering”). The Company may accept subscriptions until _____________________________, unless 2020, or the earliest of extended date at which the offering is earlier terminated by the Company in its sole discretion in accordance with applicable SEC regulations (the “Offering Termination Date”) or until ). Providing that subscriptions for 435,073 shares of Series B Preferred Stock are received (the maximum number of shares under “Minimum Offering”), and all other requirements for a closing are met, 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 Offering Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(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, including the Drag-Along Right in Section 6, 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 Company consents to the transfer in its sole discretionterms of this Section 1(f).
Appears in 1 contract
Sources: Subscription Agreement (NowRx, Inc.)
Subscription. (a) The undersigned (“Subscriber”) Subject to the terms and conditions set forth in this Agreement, in the event that any holder of Common Stock, contemporaneously with or prior to the vote of the Company’s stockholders in the Special Meeting, elects to have such holder’s shares of Common Stock redeemed by the Company, the Subscriber hereby irrevocably subscribes for and agrees to purchase Common Stock from the Company, at a purchase price per share equal to the redemption price per share based on the amount of funds in the Trust Account as of the date of the redemption deadline (the “SecuritiesTrust Price”), up to the lesser of InSitu Biologics(x) $50,000,000 in aggregate purchase price of shares of Common Stock of the Company, Inc.less the aggregate purchase price of the Backstop Shares purchased by it pursuant to Section 2 hereof, a Delaware corporation and (y) the aggregate value (based on the Trust Price) of the number of shares so elected to be redeemed by holders of Common Stock, and the Company agrees to sell such shares to the Subscriber at such per share price (the shares of Common Stock to be so sold, the “CompanyRedemption Shares”), provided that, if the Merger Closing does not occur on or before January 23, 2020 (unless otherwise extended by mutual consent of the parties hereto), then the Subscriber’s obligations to purchase, and the Company’s obligation to issue, shares pursuant to the foregoing sentence are extinguished as of such date. Any such purchase shall be consummated immediately prior to the Merger Closing.
(b) Subject to the terms and conditions set forth in this Agreement, at the election of Vivint (exercisable upon written notice delivered to the Subscriber and the Company not less than two (2) Business Days prior to the Merger Closing), the Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company, at a purchase price of $5.75 10.00 per share (the “Per Security Price”) with a minimum share, up to $50,000,000 in aggregate purchase price of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The rights of the Common Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), filed with the SEC as part of the Offering Circular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion less the aggregate purchase price of (i) 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 1,739,132 shares of Class A Common Stock (the “maximum number of shares”). The Company may accept subscriptions until _____________________________, unless the earliest of extended Backstop Shares purchased by the Company in its sole discretion in accordance with 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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(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, it pursuant to which Section 2 hereof and (ii) the proposed Transferee shall acknowledge, agree, and be bound Redemption Shares purchased by the representations and warranties of Subscriber and the terms of this Subscription Agreementit pursuant to Section 3(a) hereof, and the Company consents agrees to sell such shares to the transfer in its sole discretionSubscriber at such per share price (the shares of Common Stock to be so sold, collectively with the Redemption Shares, the “Subject Shares”), provided that, if the Merger Closing does not occur on or before January 23, 2020 (unless otherwise extended by mutual consent of the parties hereto), then the Subscriber’s obligations to purchase, and the Company’s obligation to issue, shares pursuant to the foregoing sentence are extinguished as of such date. Any such purchase shall be consummated immediately prior to the Merger Closing.
Appears in 1 contract
Sources: Subscription and Backstop Agreement (Mosaic Acquisition Corp.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of InSitu Biologics, Next Thing Technology Inc., a Delaware corporation (the “Company”), at a purchase price of $5.75 6.00 per share of Class A Common Stock (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) ), upon the terms and conditions set forth herein. The minimum subscription is $498. The rights of the Class A Common Stock are as set forth in the Restated Certificate of Incorporation, filed as amended, included in the Exhibits Exhibit 2.1 to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement (SEC File No. 024-12260), 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, Statement including the Exhibits thereto, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(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 Company is up to 10,000,000 shares of Securities sold shall not exceed 1,739,132 Class A Common Stock, consisting of 8,560,000 shares of Class A Common Stock sold by the Company and 1,440,000 shares of Class A Common Stock sold by selling shareholders, plus up to 2,000,000 shares of Class A Common Stock to be issued as bonus shares by the Company. The aggregate number of Securities issued shall not exceed 12,000,000 (the “maximum number of sharesMaximum Offering”). The Company may accept subscriptions until _____________________________, unless the earliest termination of extended by the Company in its sole discretion Offering in accordance with applicable SEC regulations its terms (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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(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 (Next Thing Technologies, Inc)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of InSitu BiologicsMax International, Inc., Inc. a Delaware Utah corporation (the “Company”), at a purchase price of $5.75 8.333352 per share of Class A Common Stock (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) ), upon the terms and conditions set forth herein. The Class A Common Stock being subscribed for under this Subscription Agreement is also referred to as the “Securities.” The rights of the Common Stock Securities are as set forth in the Certificate of IncorporationConversion dated February 16, 2023 and the Articles of Incorporation dated February 16, 2023 filed as amendedExhibits 2.1 and 2.2, included in the Exhibits respectively, to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement” and the offering of the Securities as described therein, the “Offering”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement (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, Statement including the Exhibits thereto, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(c) The parties acknowledge that, concurrently with Subscriber's subscribing to the Offering and executing this Subscription Agreement, Subscriber has also agreed to be party to a Statement of Account (Custody), between Subscriber and North Capital Private Securities Corporation, as custodian for the Securities (“North Capital” or “Custodian” and with such agreement being the “Custody Agreement”). By executing this Subscription Agreement, the Subscriber is agreeing, for the benefit of the Company, that all Securities being acquired as part of the Offering shall be held by and in the name of North Capital, as custodian for the Subscriber, under the terms of the Custody Agreement, and that the books and records of the Company will reflect the Custodian as the holder of record of such Securities, with the Subscriber being the beneficial owner thereof.
(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 relating to the rejected portion of the subscription shall terminate.
(de) The aggregate number of Securities sold shall not exceed 1,739,132 3,599,992 shares of Class A Common Stock (the “maximum number of sharesMaximum Offering”). The Company may accept subscriptions until _____________________________, unless the earliest termination of extended by the Company in its sole discretion Offering in accordance with applicable SEC regulations its terms (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”).
(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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(fg) 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 and North Capital (a “Transfer Instrument”), each 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 Subscriber, terms of this Subscription Agreement and the Custody Agreement, including the Transferee’s agreement that (A) such Securities through an account with the Custodian and (B) that the Custodian will be the holder of record of the Securities on the books and records of the Company. The Company consents will provide a sample Transfer Instrument upon request of the Subscriber sent to the transfer Company’s Secretary by written notice sent in its sole discretionaccordance with Section 7.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for Subscriber acknowledges and agrees to purchase Common Stock that this subscription (i) is irrevocable on the “Securities”), of InSitu Biologics, Inc., a Delaware corporation (the “Company”), at a purchase price of $5.75 per share (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The rights of the Common Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), filed with the SEC as part of the Offering Circular. By executing this Subscription AgreementSubscriber, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required (ii) is conditioned upon acceptance by the Subscriber to make an investment decision.
Company and (ciii) Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber 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 1,739,132 shares of Class A Common Stock (the “maximum number of shares”). The Company may accept subscriptions until _____________________________, unless the earliest of extended part by the Company in its sole discretion in accordance with applicable SEC regulations (the “Termination Date”) or until the maximum number of shares under the Offering are soldat any time. The Company may elect at any time Subscriber agrees to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(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 all the terms and provisions of this Subscription Agreement, the Memorandum, the Company’s bylaws, in the form attached hereto as Appendix C (as amended, the “Bylaws”), the Company’s articles of incorporation, in the form attached hereto as Appendix D (as amended, the “Charter”), the Investment Advisory Agreement by and between Barings LLC (the “Adviser”) and the Company, in the form attached hereto as Appendix E (as amended, the “Advisory Agreement”) and the Administration Agreement by and between the Company consents and Barings LLC, the administrator (the “Administrator”), in the form attached hereto as Appendix F (as amended, the “Administration Agreement” and, together with the Memorandum, the Bylaws, the Charter and the Advisory Agreement, the “Operative Documents”) together with this Subscription Agreement.
(b) The Subscriber agrees to purchase Shares for the aggregate purchase price set forth on the signature page below, payable under the terms and subject to the transfer conditions set forth herein. The minimum purchase amount for Shares is $50,000, after which additional investments must be in increments of $5,000, each subject to the discretion of the Company (including, but not limited to, the discretion to accept a lower amount).
(c) The Company will file or has filed a registration statement on Form 10 (the “Registration Statement”) for the registration of its sole discretioncommon stock with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Registration Statement is not the offering document pursuant to which the Company is conducting this offering of securities. Accordingly, the Subscriber should rely exclusively on information contained in the Memorandum, together with reports the Company may file under the Exchange Act from time to time, in making its investment decisions. The Company expects to enter into separate Subscription Agreements (the “Other Subscription Agreements” and, together with this Subscription Agreement, the “Subscription Agreements”) with other investors (the “Other Investors,” and together with the Subscriber, the “Investors”), providing for the sale of Shares to the Other Investors. This Subscription Agreement and the Other Subscription Agreements are separate agreements, and the sales of Shares to the undersigned and the Other Investors are to be separate sales.
Appears in 1 contract
Sources: Subscription Agreement (Barings Private Credit LLC)
Subscription. (a) The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock (the “Securities”), of InSitu Biologics, Inc.from Northwest Horizon Corporation, a Delaware Nevada corporation (the “CompanyCorporation”), at a purchase price of $5.75 per share (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The rights , that number of shares of the Common Stock are Corporation’s common stock (the “Shares”) set forth on the Subscription Agreement Face Page (the “Face Page”), at the subscription price of US$0.10 (the “Subscription Price”) per Share for a total investment as set forth on the Face Page and the Corporation agrees to accept such subscription for Shares in accordance with the Certificate of Incorporation, as amended, included in the Exhibits terms hereof. The Subscriber agrees to pay to the Offering Circular Corporation the Subscription Price for the Shares subscribed for hereunder by delivering to the Corporation, concurrent upon the execution of the company filed with the SEC this private placement subscription agreement (the “Offering Circular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering CircularAgreement”), filed with a certified cheque, bank draft or money order for the SEC as part full amount of the Offering CircularSubscription Price for the Shares subscribed for hereunder. By executing this Subscription Agreement, The Subscriber hereby acknowledges that Subscriber has received this Subscription Agreement, copies the acceptance of the Offering Circular and Offering Statementsubscription is subject to rejection or allotment, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed forCorporation. 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 acknowledges that the Shares subscribed for hereunder form part 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 1,739,132 shares of Class A Common Stock a larger private placement (the “Private Placement”) of up to a maximum number of shares”)US$60,000.00. Unless otherwise indicated, references in this Agreement to “$” or “dollars” refer to the currency of the United States of America. No fractional shares of the Corporation will be issued. The Company may accept subscriptions until _____________________________, unless Subscriber acknowledges that the earliest of extended Shares are being sold by the Company Corporation in Alberta, British Columbia, Ontario, the United States of America (the “US”) and in other jurisdictions where it is legal to do so. Subject to the terms hereof, the subscription will be effective upon its sole discretion acceptance by the Corporation. The Private Placement is not subject to minimum aggregate subscription level, and, upon closing, all subscription proceeds will be retained by the Corporation in accordance with applicable SEC regulations (the “Termination Date”) terms hereof. Subscription proceeds may be accepted in one or until the maximum number more closings of shares under the Offering are soldthis Private Placement. 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 closing of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effectPrivate Placement will be subject to receipt of all applicable regulatory approvals.
(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”) Buyer hereby irrevocably subscribes for and agrees to purchase Common that number of shares of the Seller's Series B-2 Convertible Preferred Stock (the “Securities”Series B-2 Convertible Preferred Stock being hereinafter referred to as the "Preferred Shares"), of InSitu Biologics, Inc., a Delaware corporation (the “Company”), at a purchase price of par value $5.75 0.01 per share (the “Per Security Price”) with a minimum purchase of 50 which shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) upon are convertible on the terms and conditions set forth herein. The rights in the instruments governing the Preferred Shares into a certain number of shares (the "AUGI Conversion Shares") of the Common Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular common stock of the company filed with the SEC Seller, $0.01 par value per share (the “Offering Circular”"AUGI Common Stock").
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), filed with the SEC as part of the Offering Circular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber 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 1,739,132 shares of Class A Common Stock (the “maximum number of shares”). The Company may accept subscriptions until _____________________________, unless the earliest undersigned Buyer also hereby subscribes for and agrees to purchase a certain number of extended by the Company in its sole discretion in accordance with applicable SEC regulations warrants (the “Termination Date”"AUGI Warrants") or until the maximum to purchase a certain 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"AUGI Warrant Shares") In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereofAUGI Common Stock. Pursuant to SECTION 3(O)(B) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(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, the Buyer also shall have the right, on the terms and conditions set forth in said SECTION 3(O)(B), to acquire a certain number of warrants (the "eXodus Warrants") to purchase a certain number of shares (the "eXodus Warrant Shares") of the common stock (the "eXodus Common Stock") of eXodus Technologies, Inc. ("eXodus"), a corporation which is a subsidiary of the Seller. The Preferred Shares, the AUGI Conversion Shares, the AUGI Warrants, and the Company consents AUGI Warrant Shares and, if they become issuable in the future in accordance with the terms of SECTION 3(O)(B) of this Subscription Agreement, the eXodus Warrants and the eXodus Warrant Shares, are sometimes hereinafter referred to as the transfer "Securities". The number of shares of Preferred Shares and the number of AUGI Warrants the Buyer hereby subscribes for and agrees to purchase are set forth below Buyer's name on the signature page hereof, and the aggregate purchase price (the "Purchase Price") for such number of Preferred Shares and AUGI Warrants (NOT including the additional price to be paid in its sole discretionorder to exercise the AUGI Warrants or to acquire and exercise the eXodus Warrants, should the same become issuable) is also set forth below Buyer's name on the signature page hereof.
Appears in 1 contract
Sources: Subscription Agreement (American United Global Inc)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees Subject to purchase Common Stock (the “Securities”), of InSitu Biologics, Inc., a Delaware corporation (the “Company”), at a purchase price of $5.75 per share (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The rights hereof, at the Closing, the Subscriber hereby agrees to subscribe for and purchase, and the SPAC hereby agrees to issue and sell to Subscriber, upon the payment of the Common Stock are Purchase Price, the Committed Shares as set forth in on the Certificate signature page of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”)this Subscription Agreement.
(b) Subscriber understands that Notwithstanding anything to the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), filed with the SEC as part of the Offering Circular. By executing contrary contained in this Subscription Agreement, if (i) the Subscriber acknowledges that holds any Class A Shares acquired after the date hereof, along with any related Redemption Rights (such shares acquired after the date hereof, the “Eligible Shares”) as of the fifth calendar day after the effectiveness of Westrock’s Registration Statement on Form S-4 and the SPAC’s Proxy Statement; and (ii) the Subscriber has received (1) does not exercise any right to redeem or convert Class A Shares in connection with the redemption conducted by the SPAC in accordance with the SPAC’s organizational documents and final IPO prospectus in conjunction with the Closing (“Redemption Rights”) with respect to such Eligible Shares (including revoking any prior redemption or conversion elections made with respect to such Eligible Shares), (2) does not Transfer such Eligible Shares prior to the Closing Date, (3) does not vote such Eligible Shares with respect to any proposal contained in the SPAC’s proxy statement seeking stockholder approval of the Transactions (the “Proxy Statement”), and (4) notifies the SPAC of purchase price paid for each Eligible Share, then such Eligible Shares shall be “Non-Redeemed Shares”, and the number of Committed Shares the Subscriber is obligated to purchase under this Subscription AgreementAgreement may be reduced by the number of Non-Redeemed Shares. In order to decrease the Committed Shares, copies the Subscriber must, at least five Business Days prior to the date of the Offering Circular and Offering SPAC’s special stockholders meeting to be held pursuant to the Proxy Statement, including deliver to the Exhibits theretoSPAC a certificate in the form attached hereto as Annex A, and any other information required shall further, upon the SPAC’s request, promptly provide such additional documents reasonably requested by the Subscriber SPAC relating to make an investment decision.
the Eligible Shares. For purposes of this Section 1(b), “Transfer” means any (cx) Subscriber’s subscription may be accepted sale, offer to sell, contract or rejected agreement to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to any relevant securities, (y) entry into any swap or other arrangement that transfers to another, in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number economic consequences of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted ownership of any relevant securities, or (whether z) public announcement of any intention to effect any transaction specified in whole or in partclause (x) 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 1,739,132 shares of Class A Common Stock (the “maximum number of shares”). The Company may accept subscriptions until _____________________________, unless the earliest of extended by the Company in its sole discretion in accordance with 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”y).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(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 (Riverview Acquisition Corp.)
Subscription. (a) 1.1 The undersigned (“Subscriber”) Subscriber hereby irrevocably subscribes for and agrees to purchase Common Stock (that number of Shares as is set forth on the “Securities”)cover page of this Subscription Agreement at the price per Class of Share shown on the cover page of this Subscription Agreement, for the aggregate price shown on the cover page of InSitu Biologicsthis Subscription Agreement, Inc.which is tendered herewith, a Delaware corporation (on the “Company”), at a purchase price basis of $5.75 per share (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher representations and warranties and subject to the discretion of the manager (“Minimum Purchase,”) upon the terms and conditions set forth hereinin this Subscription Agreement (collectively, the “Subscription”). The rights of the Common Stock Shares are those described as set forth such in the Certificate of IncorporationOffering Memorandum prepared by the Corporation dated September 30, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC 2016 (the “Offering Circular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering CircularMemorandum”), filed with as may be amended and restated from time to time.
1.2 The Subscriber acknowledges that the SEC Shares have been offered to the Subscriber as part of an offering by the Offering Circular. By executing Corporation of additional Shares to other subscribers.
1.3 All dollar amounts referred to in this Subscription Agreement, including the schedules, appendices, certificates and attached hereto, are in lawful money of Canada, unless otherwise indicated.
1.4 Subject to the terms hereof, the Subscription will be effective upon its acceptance by the Corporation. The Subscriber acknowledges and agrees that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, Agreement and any other information required documents delivered in connection herewith will be held by the Subscriber to make an investment decision.
(c) Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion on behalf 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 rejectedCorporation, Subscriber’s payment (or portion thereof if partially rejected) and that the aggregate price will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating to the rejected portion held by or on behalf of the subscription shall terminate.
(d) The aggregate number of Securities sold shall not exceed 1,739,132 shares of Class A Common Stock (the “maximum number of shares”)Corporation. The Company may accept subscriptions until _____________________________, unless the earliest of extended by the Company in its sole discretion in accordance with 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 that this subscription in its entiretySubscription is not accepted by the Corporation for whatever reason, or in which the event Corporation expressly reserves the sale right to do, the Corporation will return the aggregate price to the Subscriber at the address of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(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, as set forth on 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 cover page of this Subscription Agreement, and or as otherwise directed by the Company consents Subscriber, without interest or deduction. If this Subscription is accepted only in part, the Subscriber understands that a cheque representing the portion of the aggregate price for that portion of the Subscription that is not accepted will be promptly delivered to the transfer in its sole discretionSubscriber at the address of the Subscriber as set forth on the cover page of this Subscription Agreement, or as otherwise directed by the Subscriber, without interest or deduction.
Appears in 1 contract
Sources: Subscription Agreement
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Common Stock (the “Securities”), of InSitu BiologicsEpilog Imaging Systems, Inc., a Delaware corporation (the “Company”), at a purchase price of $5.75 1.40 per share (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) ), upon the terms and conditions set forth herein. The minimum subscription is $250. The rights of the Common Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits Incorporation to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(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 _______________________________ [December XX, 2020] (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(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. 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 relating to the rejected portion of the subscription shall terminate.
(de) The aggregate number of Securities sold shall not exceed 1,739,132 3,571,429, excluding the 357,142 shares of Class A Common Stock that may be issued as “Bonus Shares” (as defined in the Offering Circular) (the “maximum number of sharesMaximum Offering”). The Company may accept subscriptions until _____________________________, 2021, unless the earliest of otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”) or until ). Providing that subscriptions for $51,750 Securities are received (the maximum number of shares under “Minimum Offering”), 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”).
(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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(fg) 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 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 Company consents to the transfer in its sole discretionterms of this Section 1(g).
Appears in 1 contract
Sources: Subscription Agreement (Epilog Imaging Systems Inc.)
Subscription. (a) The undersigned (the “SubscriberInvestor”) hereby irrevocably subscribes for and agrees to purchase Common Stock shares of common stock, par value $0.001 per share, (the “SecuritiesShares”)) of Oaktree Strategic Income II, of InSitu Biologics, Inc., a Delaware corporation Inc. (the “Company”), at a purchase price of $5.75 per share (the ,” “Per Security Pricewe,” “our” or “us”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager capital commitment (“Minimum Purchase,Capital Commitment”) upon in the terms and conditions amount set forth hereinon the signature page below. The rights of Investor acknowledges and agrees that this subscription (i) is irrevocable on the Common Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), filed with the SEC as part of the Offering Circular. By executing this Subscription AgreementInvestor, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies (ii) is conditioned upon acceptance by or on behalf of the Offering Circular and Offering Statement, including the Exhibits theretoCompany, and any other information required by the Subscriber to make an investment decision.
(ciii) Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber 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 1,739,132 shares of Class A Common Stock (the “maximum number of shares”). The Company may accept subscriptions until _____________________________, unless the earliest of extended part by the Company in its sole discretion in accordance with applicable SEC regulations discretion. The Investor has read, acknowledges and is aware of all the terms and provisions of the Company’s Confidential Private Placement Memorandum, as amended, restated and/or supplemented from time to time (the “Termination DateMemorandum”), the Company’s Amended and Restated Certificate of Incorporation attached hereto as Appendix A, as amended from time to time (the “Charter”), the Company’s Amended and Restated Bylaws attached hereto as Appendix B, as amended from time to time (the “Bylaws”), the Investment Advisory Agreement with Oaktree Capital Management, L.P., our investment adviser (the “Adviser”) or until attached hereto as Appendix C, as amended from time to time (the maximum number of shares under “Advisory Agreement”), the Offering Administration Agreement between the Company and Oaktree Fund Administration, LLC, our administrator (the “Administrator”) attached hereto as Appendix D, as amended from time to time (the “Administration Agreement,” and together with the Memorandum, the Charter, the Bylaws and the Advisory Agreement, the “Operative Documents”), together with this Subscription Agreement (the “Subscription Agreement”). Capitalized terms not defined herein are soldused as defined in the Memorandum. The Company may elect at any time expects to close all or any portion of this offeringenter into separate Subscription Agreements (the “Other Subscription Agreements,” and, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(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 together with this Subscription Agreement, the “Subscription Agreements”) with other investors (the “Other Investors,” and together with the Investor, the “Investors”), providing for the sale of Shares to the Other Investors. This Subscription Agreement and the Other Subscription Agreements are separate agreements, and the sales of Shares to the undersigned and the Other Investors are separate sales.
(b) The Investor agrees to purchase Shares for an aggregate purchase price equal to its Capital Commitment, payable at such times and in such amounts as required by the Company, under the terms and subject to the conditions set forth herein. On each Capital Drawdown Date (as defined below), the Investor agrees to purchase from the Company, and the Company consents agrees to issue to the transfer Investor, a number of Shares equal to the Drawdown Share Amount (as defined below) at an aggregate price equal to the Drawdown Purchase Price (as defined below); provided, however, that in no circumstance will an Investor be required to purchase Shares for an amount in excess of its sole discretionUnused Capital Commitment (as defined below). Copy No.: For the Exclusive Use of:
Appears in 1 contract
Sources: Subscription Agreement (Oaktree Strategic Income II, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock (the “Securities”), of InSitu BiologicsOi2Go Media Technologies, Inc., a Delaware Florida corporation (the “Company”), at a purchase price of $5.75 10.00 per share (the “Per Security Price”) with a minimum purchase of 50 25 shares or $287.50 250 or higher subject to the discretion discretionary of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The rights of the Common Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), filed with the SEC as part of the Offering Circular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber 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 1,739,132 5,000,000 shares of Class A Common Stock (the “maximum number of shares”). The Company may accept subscriptions until _____________________________, unless the earliest of extended by the Company in its sole discretion in accordance with 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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(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 (Oi2Go Media Technologies, Inc.)
Subscription. (a) The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock (the “Securities”), of InSitu Biologics, Inc.from METHES ENERGIES INTERNATIONAL LTD., a Delaware Nevada corporation (the “CompanyCorporation”), at a purchase price of $5.75 per share (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The rights , that number of the Common Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC Shares (the “Offering CircularSecurities”) set forth on the Subscription Agreement Face Page (the “Face Page”).
(b) Subscriber understands that , at the Securities are being offered pursuant to an offering circular dated ___________________________subscription price of US$____ (the “Offering CircularSubscription Price”) per Share for a total investment as set forth on the Face Page. The Subscriber agrees to pay to the Corporation the Subscription Price for the Securities subscribed for hereunder by delivering to the Corporation, concurrent upon the execution of this private placement subscription agreement (“Agreement”), filed with a wire transfer, a certified cheque, bank draft or money order for the SEC as part full amount of the Offering CircularSubscription Price for the Securities subscribed for hereunder. By executing this Subscription Agreement, The Subscriber hereby acknowledges that Subscriber has received the acceptance of this Subscription Agreementsubscription is subject to rejection or allotment, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed forCorporation. 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 acknowledges that the Securities subscribed for hereunder form part 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 1,739,132 shares of Class A Common Stock a larger private placement (the “Private Placement”) of up to a maximum number of shares”)US$6,000,000. Unless otherwise indicated, references in this Agreement to “$” or “dollars” refer to the currency of the United States of America. No fractional shares of the Corporation will be issued. The Company may accept subscriptions until _____________________________, unless Subscriber acknowledges that the earliest of extended Securities are being sold by the Company Corporation in the United States of America (the “US”) and in other jurisdictions where it is legal to do so. Subject to the terms hereof, the subscription will be effective upon its sole discretion acceptance by the Corporation. The Private Placement is not subject to minimum aggregate subscription level and, upon closing, all subscription proceeds will be retained by the Corporation in accordance with applicable SEC regulations (the “Termination Date”) terms hereof. Subscription proceeds may be accepted in one or until the maximum number more closings of shares under the Offering are soldthis Private Placement. 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 closing of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effectPrivate Placement will be subject to receipt of all applicable regulatory approvals.
(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 (Methes Energies International LTD)
Subscription. (a) 1.1 The undersigned (“Subscriber”) Subscriber hereby irrevocably subscribes for and agrees to purchase Common Stock (that number of Shares as is set forth on the “Securities”)cover page of this Subscription Agreement at the price per Class of Share shown on the cover page of this Subscription Agreement, for the aggregate price shown on the cover page of InSitu Biologicsthis Subscription Agreement, Inc.which is tendered herewith, a Delaware corporation (on the “Company”), at a purchase price basis of $5.75 per share (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher representations and warranties and subject to the discretion of the manager (“Minimum Purchase,”) upon the terms and conditions set forth hereinin this Subscription Agreement (collectively, the “Subscription”). The rights of the Common Stock Shares are those described as set forth such in the Certificate of IncorporationOffering Memorandum prepared by the Corporation dated March 31, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC 2017 (the “Offering Circular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering CircularMemorandum”), filed with as may be amended and restated from time to time.
1.2 The Subscriber acknowledges that the SEC Shares have been offered to the Subscriber as part of an offering by the Offering Circular. By executing Corporation of additional Shares to other subscribers.
1.3 All dollar amounts referred to in this Subscription Agreement, including the schedules, appendices, certificates and attached hereto, are in lawful money of Canada, unless otherwise indicated.
1.4 Subject to the terms hereof, the Subscription will be effective upon its acceptance by the Corporation. The Subscriber acknowledges and agrees that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, Agreement and any other information required documents delivered in connection herewith will be held by the Subscriber to make an investment decision.
(c) Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion on behalf 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 rejectedCorporation, Subscriber’s payment (or portion thereof if partially rejected) and that the aggregate price will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating to the rejected portion held by or on behalf of the subscription shall terminate.
(d) The aggregate number of Securities sold shall not exceed 1,739,132 shares of Class A Common Stock (the “maximum number of shares”)Corporation. The Company may accept subscriptions until _____________________________, unless the earliest of extended by the Company in its sole discretion in accordance with 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 that this subscription in its entiretySubscription is not accepted by the Corporation for whatever reason, or in which the event Corporation expressly reserves the sale right to do, the Corporation will return the aggregate price to the Subscriber at the address of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(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, as set forth on 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 cover page of this Subscription Agreement, and or as otherwise directed by the Company consents Subscriber, without interest or deduction. If this Subscription is accepted only in part, the Subscriber understands that a cheque representing the portion of the aggregate price for that portion of the Subscription that is not accepted will be promptly delivered to the transfer in its sole discretionSubscriber at the address of the Subscriber as set forth on the cover page of this Subscription Agreement, or as otherwise directed by the Subscriber, without interest or deduction.
Appears in 1 contract
Sources: Subscription Agreement
Subscription. (a) The undersigned (“Subscriber”) 1.1 Subscriber hereby irrevocably subscribes for and agrees to purchase Common Stock the number of shares (the “Securities”"Shares") of common shares, $.001 par value per share (the "Common Shares"), of InSitu BiologicsStonepath Group, Inc., a Delaware corporation (the “"Company”"), indicated on the signature page attached hereto at a the purchase price of $5.75 per share set forth on such signature page (the “Per Security "Purchase Price”) "). Subscriber has made or will make payment by wire transfer of funds in accordance with a minimum purchase of 50 shares or $287.50 or higher subject to instructions from the discretion Company in the full amount of the manager Purchase Price of the Common Shares for which Subscriber is subscribing (“Minimum Purchase,”) upon the "Payment").
1.2 Subject to the terms and conditions set forth hereof and in reliance on the representations and warranties contained herein. The rights of , or made pursuant hereto, the Common Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits Company will issue to the Offering Circular of the company filed with the SEC (the “Offering Circular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Offering Circular”), filed with the SEC as part of the Offering Circular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits theretoSubscriber, and any other information required by Subscriber will acquire from the Subscriber to make an investment decision.
(c) Subscriber’s subscription may be accepted or rejected in whole or in partCompany, at any time prior to a on the Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription Common Shares indicated on the signature page attached hereto at the Purchase Price.
1.3 This Agreement is accepted part of an offering of Common Shares being conducted by Stonegate Securities, Inc. (whether in whole or in partthe "Placement Agent") 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 on behalf of the subscription shall terminate.
(d) The aggregate number of Securities sold shall not exceed 1,739,132 shares of Class A Common Stock Company (the “maximum number of shares”"Offering"). The Company may accept subscriptions agrees that it shall not undertake any other financings involving its Equity Common Shares (as defined below) on terms more favorable than those in the Offering until _____________________________the later of ninety (90) days after the Initial Closing Date or 30 days after the effective date of the Registration Statement (as that term is defined in Appendix I hereto) covering all of the Common Shares, unless without the earliest prior written approval of extended the holders of 66 2/3% interest of the Registrable Securities (as defined in Appendix I). The term "Equity Common Shares" as used herein shall mean all capital stock of the Company, plus all rights, warrants, options, convertible Common Shares or indebtedness, exchangeable Common Shares or indebtedness, or other rights, exercisable for or convertible into, directly or indirectly, capital stock of the Company. Notwithstanding the above, "Equity Common Shares" shall not include any Common Shares of the Company issued pursuant to any incentive or stock option plan of the Company approved by the Company in its sole discretion in accordance with applicable SEC regulations (shareholders or the “Termination Date”) or until the maximum number board 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 directors of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effectCompany.
(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 (“SubscriberInvestor”) hereby irrevocably subscribes for and agrees to purchase Common Stock shares (the “SecuritiesShares”) of Series B Stock, par value $0.001 per share (the “Series B Stock” or the “Shares”), of InSitu Biologics, Groundfloor Finance Inc., a Delaware Georgia corporation (the “Company”), at a purchase price of $5.75 18.23 per share of Series B Stock (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject ), rounded down to the discretion of the manager (“Minimum Purchase,”) nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth hereinherein (the “Subscription”). The purchase price of the Shares is payable in the manner provided in Section 3(a) below. The rights and preferences of the Common Stock Shares are as set forth in the Certificate Third Amended and Restated Articles of IncorporationIncorporation of the Company, as amended, included available in the Exhibits to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber Investor understands that the Securities Shares are being offered pursuant to an offering circular the Offering Circular dated _______________________________ [●], 2020 and its exhibits (the “Offering Circular”), ) as filed with the SEC as part Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, Investor acknowledges that Investor has received a copy of the Offering Circular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, Statement and any other information required by the Subscriber Investor to make an investment decisiondecision with respect to the Shares.
(c) Subscriber’s subscription Notwithstanding anything in this Agreement to the contrary, the Company shall have no obligation to issue any of the Series B Stock to any person who is a resident of a jurisdiction in which the issuance of Series B Stock to him, her or it would constitute a violation of the securities, “blue sky” or other similar laws of such jurisdiction (collectively referred to as the “State Securities Laws”). This 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. 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 relating shall terminate. Tendered funds will be transmitted promptly to the rejected portion of Escrow Agent (as hereinafter defined), and returned promptly to Investor if the subscription shall terminateMinimum Offering (as hereinafter defined) is not met prior to the Termination Date.
(d) The aggregate number of Securities shares of Series B Stock that may be sold by the Company in this offering shall not exceed 1,739,132 548,546 shares of Class A Common Stock (the “maximum number of sharesMaximum Shares”). The Company may accept subscriptions until _____________________________, unless the earliest of extended offering is terminated by the Company in its sole discretion in accordance with applicable SEC regulations (the “Termination Date”) or until ). Providing that all requirements for a closing are met, 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, 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 is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 6 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, (i) 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 Investor, terms of this Subscription Agreement, and (ii) the Company consents to the transfer transfer, in its sole discretion.
Appears in 1 contract
Subscription. Subscriber, wishing to become a member of the Company, ▇▇▇▇▇▇ agrees to purchase the membership interest (the “Membership Interest”) set forth on the signature page of this Subscription Agreement. (The Membership Interest being acquired by Subscriber is expressed in terms of Subscriber’s percentage interest in Company profits and losses, as may be adjusted from time to time in accordance with the Operating Agreement (as defined below).) Subscriber has delivered herewith to the Company at the above address the following:
(a) The undersigned two (“2) copies of this Subscription Agreement signed by Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock (, including indicating under which Item of Exhibit A that the “Securities”), of InSitu Biologics, Inc., a Delaware corporation (the “Company”), at a purchase price of $5.75 per share (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The rights of the Common Stock are Subscriber qualifies as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”).Accredited Investor;
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ two (the “Offering Circular”), filed with the SEC as part of the Offering Circular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, 2) copies of the Offering Circular and Offering Statementsignature page of the Operating Agreement of the Company attached hereto as Exhibit C (as amended and/or restated from time to time, including the Exhibits thereto, and any other information required “Operating Agreement”) signed by the Subscriber to make an investment decision.Subscriber; and
(c) Subscriber’s subscription may be accepted or rejected a wire transfer in whole or in part, at any time prior the amount of the Purchase Price to a Closing Date (as hereinafter defined), by the account listed on Schedule I attached hereto. Subscriber has also completed and delivered herewith to the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate.
(d) The aggregate number of Securities sold shall not exceed 1,739,132 shares of Class A Common Stock (the “maximum number of shares”). The Company may accept subscriptions until _____________________________, unless the earliest of extended by the Company in its sole discretion in accordance with 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”).
Accredited Investor” Certification attached hereto as Exhibit A. If Subscriber checked box (e) In the event of rejection of this subscription in its entiretyon Exhibit A, or in the event the sale each of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall direct and indirect equity owners of the Subscriber has also confirmed its qualification as an “accredited investor” by completing a duplicate copy of the “Accredited Investor” Certification attached hereto as Exhibit A and all such certifications by Subscriber’s direct and indirect equity owners have no force or effect, except for Section 5 hereof, which shall remain in force and effectbeen delivered herewith.
(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: Operating Agreement
Subscription. (a) The undersigned (whether one or more, hereafter referred to as the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Class A Common Stock Units (the “Securities”)) of Majestic Funding Partners, of InSitu Biologics, Inc.LLC, a Delaware corporation limited liability company (the “Company”), at a purchase price of $5.75 10.00 per share Unit (the “Per Security Unit Price”) ), with a minimum purchase of 50 shares or five hundred dollars ($287.50 500.00) which is fifty (50) Units or higher (“Minimum Purchase”), subject to the discretion of the manager (“Minimum Purchase,”) Company and upon the terms and conditions set forth herein. The rights of the Class A Common Stock Unit(s) are as set forth in the Certificate of IncorporationFormation and Operating Agreement of the Company, as amended, each included in the Exhibits to the Offering Circular offering circular of the company Company filed with the SEC (the “Offering Circular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular statement dated _______________________________ October 15, 2023 (the “Offering CircularStatement”), a copy of which has been filed with the SEC as part of the Offering CircularSEC. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering StatementCircular, including the Exhibits thereto, and any other Offering Materials or other information required by the Subscriber to make an investment decision.
(c) 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 Company, in its sole discretion. In addition, the Company, at in its sole discretion, may allocate to Subscriber only a portion of the number of Securities for which the Subscriber has subscribed forsubscribed. 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 1,739,132 shares of 4,500,000 Class A Common Stock Unit(s) (the “maximum number Maximum Number of sharesUnits”). The Company may accept subscriptions until _____________________________, 2024, unless the earliest of extended by the Company Company, in its sole discretion discretion, in accordance with applicable SEC regulations or until the Maximum Number of Units under the Offering are sold, whichever shall first occur (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 This Agreement and the covenants made herein shall survive the closing of the purchase of the Securities, provided, however, that in the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which section shall survive termination of this Subscription Agreement and shall remain in full force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (individually and collectively, the “TransfereesTransferee”); provided provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company Company, in advance advance, an instrument in a form acceptable to the Company Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agreeagree to, 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.
(g) By agreeing to these provisions, Subscribers will not be deemed to have waived their rights under the federal securities laws and the rules and regulations thereunder.
Appears in 1 contract
Sources: Subscription Agreement (Majestic Funding Partners, LLC)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase units comprised of one share of Class B Common Stock (the “Securities”), of InSitu BiologicsNexGenT, Inc., a Delaware corporation (the “Company”), and a warrant to purchase one-half share of Class B Common Stock (the “Warrant”), of the Company (the “Units”), at a purchase price of $5.75 1.00 per share Unit (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) ), upon the terms and conditions set forth herein. The minimum subscription is $1,000. The shares of Class B Common Stock, the Warrants and the Units being subscribed for under this Subscription Agreement and the Class B Common Stock, issuable upon exercise of the Warrants are also referred to as the “Securities.” The rights of the Class B Common Stock are as set forth in the Amended and Restated Certificate of Incorporation, Incorporation filed as amended, included in the Exhibits Exhibit 2.1 to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”)) and the terms of the Warrants are as set forth in the Warrant and Warrant Agreement attached as Appendix B to this Subscription Agreement. In this Subscription Agreement, the shares of Class B Common Stock issuable as part of a Unit are referred to as the “Unit Shares” and the shares of Class B Common Stock issuable upon exercise of the Warrants are referred to as the “Warrant Shares.”
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ [DATE] (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(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. 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 1,739,132 shares of Class A Common Stock 36,000,000 Units (the “maximum number of sharesMaximum Offering”). The Company may accept subscriptions until _____________________________, unless the earliest termination of extended by the Company in its sole discretion Offering in accordance with applicable SEC regulations its terms (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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(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 and the Subscriber, 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 Common Stock shares (the “Securities”) of common stock, no par value per share (the “Common Stock”), of InSitu BiologicsPSI International, Inc., a Delaware Virginia corporation (the “Company”), at a purchase price of $5.75 15.00 per share Share (the “Per Security Purchase Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) ), upon the terms and conditions set forth herein. The rights of the Common Stock Securities are as set forth in the Certificate of Incorporation, as amendedCompany’s Amended and Restated Bylaws (the “Bylaws”), included in the Exhibits as an exhibit to the Offering Circular Statement of the company filed with the SEC Company (the “Offering CircularStatement”) filed with the U.S. Securities and Exchange Commission (the “SEC”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ________ ________________________ , 2017 (the “Offering Circular”), filed with the SEC as part of the Offering CircularStatement pursuant to which the Company is offering (the “Offering”) up to two million (2,000,000) Shares for $15.00 per Share pursuant to Regulation A under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Shares for which Subscriber has subscribed forsubscribed. 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 in this offering shall not exceed 1,739,132 shares of Class A Common Stock two million (2,000,000) Shares (the “maximum number of sharesMaximum Amount”). The Company may accept subscriptions until _____________________________(i) the date at which the Maximum Offering amount has been sold, unless (ii) the earliest of extended date which is one year from this Offering being qualified by the Commission, or (iii) the date at which the Offering is earlier terminated by the Company in its sole discretion in accordance with 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 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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect, and investors will have their subscription funds promptly refunded without interest thereon or deduction therefrom.
(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 AgreementAgreement and the Bylaws, and the Company consents to the transfer in its sole discretion, and, in the event of a transfer to a Transferee resident or otherwise subject to the securities laws of applicable jurisdiction, the compliance with the applicable resale restrictions in such jurisdiction.
(g) Prior to this offering, there has been no public market for our common stock. The Company has submitted an application with The NASDAQ Stock Market LLC (“NASDAQ”) to list its common stock on The NASDAQ Capital Market. In the event the Company’s NASDAQ listing application is denied, investors will have their subscription funds promptly refunded without interest thereon or deduction therefrom.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Common Stock (the “Securities”), of InSitu BiologicsFuture Pearl Labs, Inc.Inc. dba “Bobacino”, a Delaware corporation (the “Company”), at a purchase price of $5.75 [__] per share (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) ), upon the terms and conditions set forth herein. The minimum subscription is [_] shares. The rights of the Common Stock are as set forth in the Amended and Restated Certificate of Incorporation, as amended, included in the Exhibits Incorporation to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that StartEngine Primary, LLC (“StartEngine Primary”), which is serving as the Company’s broker-dealer in this offering, will assess a processing fee of 3.5% of the value of the shares subscribed for. This processing fee shall count against the per investor limit set out in Section 4(d)(ii) below.
(c) Subscriber understands that the Securities are being offered pursuant to an offering circular dated November [_______________________________ ], 2020 (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(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. 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 relating to the rejected portion of the subscription shall terminate.
(de) The aggregate number of Securities sold shall not exceed 1,739,132 shares of Class A Common Stock [___] (the “maximum number of sharesMaximum Offering”). The Company may accept subscriptions until _____________________________, 2021, unless the earliest of otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”) 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”).
(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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(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 Common Stock (the “Securities”), of InSitu BiologicsWireless Electrical GRID LAN, Inc., WiGL Inc. a Delaware Virginia corporation (the “Company”), at a purchase price of $5.75 1.58 per share (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) ), upon the terms and conditions set forth herein. The rights of the Common Stock are as set forth in the Certificate Articles of Incorporation, Incorporation and the Articles of Amendment to the Articles of Incorporation and filed as amended, included in the Exhibits exhibits to the Offering Circular Statement of the company Company filed with the SEC (the “Offering CircularStatement”).
(b) Subscriber understands that StartEngine Primary, LLC (“StartEngine Primary”), which is serving as the Company’s broker-dealer in this offering, will assess a processing fee of 3.5% of the value of the shares subscribed for. This processing fee shall count against the per investor limit set out in Section 4(d)(ii) below.
(c) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ [November XX, 2021] (the “Offering Circular”), ) filed with the SEC as part of the Offering CircularStatement. 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, exhibits thereto and any other information required by the Subscriber to make an investment decision.
(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. 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 relating to the rejected portion of the subscription shall terminate.
(de) The aggregate number of Securities sold shall not exceed 1,739,132 32,012,195, excluding the 14,240,506 shares of Class A Common Stock that may be issued for no additional consideration as “Bonus Shares” (as defined in the Offering Circular) (the “maximum number of sharesMaximum Offering”). The Company may accept subscriptions until _____________________________, 2024, unless the earliest of otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”) or until ). Providing that subscriptions for $10,350 Securities are received (the maximum number of shares under “Minimum Offering”), 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”).
(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) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(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 (Wireless Electrical Grid LAN, WiGL, Inc.)
Subscription. (a) The undersigned (“Subscriber”) Investor hereby irrevocably subscribes for and agrees to purchase Common Stock (the “Securities”)number of Shares set forth on the signature page hereto at the Per Share Purchase Price, of InSitu Biologics, Inc., a Delaware corporation (the “Company”), at a purchase price of $5.75 per share (the “Per Security Price”) with a minimum purchase of 50 shares or $287.50 or higher subject to the discretion of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The rights of aggregate purchase price for the Common Stock are as set forth Shares with respect to each Investor (the “Purchase Price”) is payable in the Certificate of Incorporation, as amended, included manner provided in Section 2(a) below.
(b) Investor understands that the Exhibits Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular of dated •, which the company filed with Securities and Exchange Commission (the SEC “SEC”) qualified on [date] (the “Offering Circular”).
(b) Subscriber understands that . The Investor is also urged to review the Securities are being offered pursuant to an offering circular dated _______________________________ (Company’s Form 10-K Annual Report for its fiscal year ended July 31, 2022, which the “Offering Circular”), Company has filed with the SEC as part of the Offering Circular. By executing this Subscription Agreement(all such reports, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and Offering Statement, including reviewed a copy of the Exhibits thereto, SEC Reports and any other information required by the Subscriber Investor to make an investment decisiondecision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date.
(c) 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. In addition, the Company, at its sole and absolute discretion, may allocate to Subscriber Investor only a portion of the number of Securities Subscriber the Shares that Investor has subscribed forfor 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 relating to the rejected portion of the subscription shall terminate.
(d) The aggregate number of Securities sold shall not exceed 1,739,132 shares of Class A Common Stock (the “maximum number of shares”). The Company may accept subscriptions until _____________________________, unless the earliest of extended by the Company in its sole discretion in accordance with 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 Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect.
(fd) The terms of this Subscription Agreement shall be binding upon Subscriber Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided provided, however, 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, acknowledge and agree to be bound by the representations and warranties of Subscriber Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, and the Company consents to the transfer which may be withheld in its sole and absolute discretion.
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