Common use of Subscription Clause in Contracts

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock (the “Securities”), of Boxabl, Inc., a Nevada corporation (the “Company”), at a purchase price of $0.79 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock are as set forth in the Articles of Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (d) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (e) The aggregate number of Securities sold shall not exceed 62,658,228 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (f) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 5 contracts

Samples: Subscription Agreement (Boxabl Inc.), Subscription Agreement (Boxabl Inc.), Subscription Agreement (Boxabl Inc.)

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Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 F Preferred Stock (the “Securities”), of Boxabl, CloudCommerce Inc., a Nevada corporation Corporation (the “Company”), at a purchase price of $0.79 25.00 per share (the “Per Security Price”), provided that a Subscriber must purchase shares in the amount of the minimum investment, $500 (20 shares), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights and preferences of the Common Series F Preferred Stock are as set forth in the Articles form of Incorporation Certificate of Designation of Series F Preferred Stock included as Exhibit 2.10 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX____, 2021] 2019 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 800,000 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, 2020 unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the 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”). (fe) 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 6 5 hereof, which shall remain in force and effect. (gf) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 4 contracts

Samples: Subscription Agreement (Cloudcommerce, Inc.), Subscription Agreement (Cloudcommerce, Inc.), Subscription Agreement (Cloudcommerce, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably Investor subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock (number of Units set forth on the “Securities”), of Boxabl, Inc., a Nevada corporation (signature page hereto at the “Company”), at a purchase price of $0.79 per share (the “Per Security Unit Purchase Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of aggregate purchase price for the Common Stock are as set forth in the Articles of Incorporation Units with respect to the Offering Statement of the Company filed with the SEC each Investor (the “Offering StatementPurchase Price)) is payable in the manner provided in Section 2(a) below. The minimum number of Units that the Investor may purchase is _____ Units for a subscription price of $_______. (b) Subscriber Investor understands that the Securities Units are being offered pursuant to an offering circular the Form 1-A Regulation A Offering Circular dated [XX________, 2021] 2022 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on ________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement). By executing this Subscription Agreementsubscribing to the Offering, Subscriber the Investor acknowledges that Subscriber Investor has received this Subscription Agreement, copies of and reviewed the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber Investor to make an investment decisiondecision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms set forth in the Offering Circular. As a result, not all investors will receive their Units on the same date. (dc) The Subscriber’s This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to a Closing Date (as hereinafter defined)the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Subscriber the Investor only a portion of the number of Securities Subscriber the Units that the Investor has subscribed forfor under this Agreement. The Company will notify Subscriber Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriberthe Investor’s subscription is rejected, Subscriberthe Investor’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection the Investor without interest and all of Subscriberthe Investor’s obligations hereunder shall terminate. (e) The aggregate number of Securities sold shall not exceed 62,658,228 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (f) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities Units (or any portion thereof) to the Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof5 below, which shall remain in full force and effect. (gd) The terms of this Subscription Agreement shall be binding upon Subscriber the Investor and its the Investor’s permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided provided, however, that for any such transfer to be deemed effective, the Transferee Transferees 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 Transferees shall acknowledge, agree, acknowledge and agree to be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless Investor and until such Transferee shall have complied with the terms of this Section 1(g)Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Appears in 4 contracts

Samples: Subscription Agreement (Birgo Reiturn Fund Manager LLC), Subscription Agreement (Birgo Reiturn Fund Manager LLC), Subscription Agreement (Birgo Reiturn Fund Manager LLC)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of Boxabl, Inc.BioLife4d, a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 5.00 per share (the “Per Security Price”), ) with a minimum purchase of 25 shares or $250 or higher subject to the discretionary of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock are as set forth in the Articles Certificate of Incorporation Incorporation, as amended, included in the Exhibits to the Offering Statement Circular of the Company company filed with the SEC (the “Offering StatementCircular”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] _______________________________ (the “Offering Circular”) ), filed with the SEC as part of the Offering StatementCircular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto the Exhibits thereto, and any other information required by the Subscriber to make an investment decision. (dc) 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. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 5,000,000 shares of Non-Voting Common Stock (the “Maximum Offeringmaximum number of shares”). The Company may accept subscriptions until ______, 2022_______________________, unless otherwise the earliest of 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. Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) 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 6 5 hereof, which shall remain in force and effect. (gf) 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, including and the Proxy Company consents to the transfer in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g)sole discretion.

Appears in 4 contracts

Samples: 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 the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablInSitu Biologics, Inc., a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 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 $1000. The rights of the Common Stock are as set forth in the Articles Certificate of Incorporation Incorporation, as amended, included in the Exhibits to the Offering Statement Circular of the Company company filed with the SEC (the “Offering StatementCircular”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] _______________________________ (the “Offering Circular”) ), filed with the SEC as part of the Offering StatementCircular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto the Exhibits thereto, and any other information required by the Subscriber to make an investment decision. (dc) 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. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 1,739,132 shares of Class A Common Stock (the “Maximum Offeringmaximum number of shares”). The Company may accept subscriptions until ______, 2022_______________________, unless otherwise the earliest of 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. Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) 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 6 5 hereof, which shall remain in force and effect. (gf) 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, including and the Proxy Company consents to the transfer in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g)sole discretion.

Appears in 4 contracts

Samples: Subscription Agreement (InSitu Biologics, Inc), Subscription Agreement (InSitu Biologics, Inc), Subscription Agreement (InSitu Biologics, Inc)

Subscription. (a) a. The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablMaptelligent, Inc., a Nevada corporation (the “Company”), at a purchase price of $0.79 0.12 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription purchase requirement per investor is 166,667 Offered Shares ($1000. The rights of 20,000); however, we can waive the Common Stock are as set forth minimum purchase requirement on a case-by-case basis in the Articles of Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)our sole discretion. (b) b. Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. (d) 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 within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (e) d. The aggregate number of Securities sold shall not exceed 62,658,228 41,666,667 shares (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (f) 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 6 5 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 3 contracts

Samples: Subscription Agreement (Maptelligent, Inc.), Subscription Agreement (Maptelligent, Inc.), Subscription Agreement (Maptelligent, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of Boxabl, Inc.Legion Works, a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 0.50 per share (the “Per Security Price”), ) with a minimum purchase of 2000 shares or $1,000 or higher subject to the discretionary of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Preferred Stock are as set forth in the Articles Certificate of Incorporation Incorporation, as amended, included in the Exhibits to the Offering Statement Circular of the Company company filed with the SEC (the “Offering StatementCircular”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] _______________________________ (the “Offering Circular”) ), filed with the SEC as part of the Offering StatementCircular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto the Exhibits thereto, and any other information required by the Subscriber to make an investment decision. (dc) 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. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 57,000,000 Units (the “Maximum Offeringmaximum number of Units”). The Company may accept subscriptions until ______, 2022_______________________, unless otherwise the earliest of 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. Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) 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 6 5 hereof, which shall remain in force and effect. (gf) 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, including and the Proxy Company consents to the transfer in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g)sole discretion.

Appears in 3 contracts

Samples: Subscription Agreement (Legion Works, Inc.), Subscription Agreement (Legion Works, Inc.), Subscription Agreement (Legion Works, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablCancerVax, Inc., a Nevada corporation Corporation (the “Company”), at a purchase price of $0.79 2.10 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock are as set forth in the Articles of Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)525.00. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021___________] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 3,095,239 shares of Common Stock (the “Maximum Offering”), which includes up to 714,285 additional shares of Common Stock eligible to be issued as Bonus Shares (as defined in the Offering Circular). The Company may accept subscriptions until [______, 2022_________], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the 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”), and such Closing Dates will occur on a rolling basis. (fe) 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 6 5 hereof, which shall remain in force and effect. (gf) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 3 contracts

Samples: Common Stock Subscription Agreement (CancerVAX, Inc.), Common Stock Subscription Agreement (CancerVAX, Inc.), Common Stock Subscription Agreement (CancerVAX, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock membership interests, which we refer to herein as shares (the “Securities”), ) of Boxabl, Inc.Series Farm, a Nevada corporation Series of StartEngine Loan Fund I LLC, a Delaware limited liability company (the “Company”), at a purchase price of $0.79 10.00 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000500, or 50 shares. The rights and preferences of the Common Stock shares are as set forth in the Articles Operating Agreement of Incorporation StartEngine Loan Fund I LLC dated January 5, 2021 as amended from time to time (the “Operating Agreement”) and the Series Designation for Series Farm filed as Exhibit 2.2 and Exhibit 2.3 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreementsubscribing to the Offering, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. 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). (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 $5,000,000 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) 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 6 5 hereof, which shall remain in force and effect. (gf) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 3 contracts

Samples: Subscription Agreement (StartEngine Loans Fund I LLC), Subscription Agreement (StartEngine Loans Fund I LLC), Subscription Agreement (StartEngine Loans Fund I LLC)

Subscription. (a) The By executing this Subscription Agreement, the undersigned (referred to in this Subscription Agreement as “Subscriber” or “I”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock (the “Securities”), Securities of BoxablXxxxxxx Realty Trust, Inc., a Nevada Maryland corporation (referred to as the “Company”), at a purchase price of $0.79 10.00 per share (the “Per Security Price”), upon the terms and conditions set forth hereinin this Agreement. The minimum subscription is $1000500. The rights of the Class A Common Stock are as set forth in the Amended and Restated Articles of Incorporation Incorporation, filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands I understand that the Securities are being offered pursuant to an offering circular dated [XX, 2021DATE] (the “Offering Circular”) and filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges I acknowledge that Subscriber has I have received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto exhibits, and any other information required by the Subscriber me to make an investment decision. (dc) The Subscriber’s My subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defineddefined below), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber me only a portion of the number of Securities Subscriber has I have subscribed for. The Company will notify Subscriber me whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s my subscription is rejected, Subscriber’s my payment (or portion thereof of it if partially rejected) will be returned to Subscriber within 30 days of such rejection me without interest and all of Subscriber’s my obligations hereunder under this Subscription Agreement shall terminate. (ed) The aggregate number of Securities sold in the offering shall not exceed 62,658,228 5,000,000 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022[DATE], unless otherwise that period is extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other additional period as is required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each being referred to as a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereofportion) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which those provisions that are identified as surviving termination . Those provisions shall remain in full force and effecteffect following termination. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 3 contracts

Samples: Subscription Agreement (Steward Realty Trust, Inc.), Subscription Agreement (Steward Realty Trust, Inc.), Subscription Agreement (Steward Realty Trust, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 A-2 Preferred Stock (the “Securities”), of Boxabl, Boxabl Inc., a Nevada corporation (the “Company”), at a purchase price of $0.79 0.80 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Series A-2 Preferred Stock are as set forth in the Articles of Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (d) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (e) The aggregate number of Securities sold shall not exceed 62,658,228 85,625,000 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 3,750,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (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 6 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy Joinder to the Stockholder Agreement in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 3 contracts

Samples: Subscription Agreement (Boxabl Inc.), Subscription Agreement (Boxabl Inc.), Subscription Agreement (Boxabl Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Class A Common Stock (the “Securities”), ) of BoxablLegion M Entertainment, Inc., a Nevada Delaware corporation (the “Company”), at a purchase the price of $0.79 per share set forth on the Platform’s investment page (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000100. The rights of the Common Stock Securities are as set forth in the Articles Certificate of Incorporation which appear as an Exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021____] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) 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 with respect to such rejected subscription or portion thereof shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 300,480 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022______, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 $250,000 in Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) 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 6 5 hereof, which shall remain in force and effect. (gf) 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 Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 3 contracts

Samples: Subscription Agreement (Legion M Entertainment, Inc.), Subscription Agreement (Legion M Entertainment, Inc.), Subscription Agreement (Legion M Entertainment, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablStarstream Entertainment, Inc., a Nevada corporation (the “Company”), at a purchase price of $0.79 0.01 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock are as set forth in the Articles of Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 225,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the 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”). (fe) 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 6 5 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 3 contracts

Samples: Subscription Agreement (Starstream Entertainment, Inc.), Subscription Agreement (Starstream Entertainment, Inc.), Subscription Agreement (Starstream Entertainment, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Class A Common Stock (the “Securities”), of Boxabl, SlideBelts Inc., a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 0.37 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Class A Common Stock are as set forth in the Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 13,513,513 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022___, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the 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”). (fe) 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 6 5 hereof, which shall remain in force and effect. (gf) 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 terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 3 contracts

Samples: Subscription Agreement (SlideBelts Inc.), Subscription Agreement (SlideBelts Inc.), Subscription Agreement (SlideBelts Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock shares of common stock (the “Securities”), of BoxablCRL Team 12, Inc., Inc. a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 60 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $100060. The rights and preferences of the Common Stock common stock are as set forth in the Articles Company’s certificate of Incorporation incorporation found as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XXDATE], 2021] 2019 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 95,000 (the “Maximum Offering”). The Company may accept subscriptions on a continuous basis, until ______, 2022, unless otherwise extended the 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”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) 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 6 5 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 3 contracts

Samples: Subscription Agreement (CRL Team 12, Inc.), Subscription Agreement (CRL Team 12, Inc.), Subscription Agreement (CRL Team 12, Inc.)

Subscription. (a) The undersigned (the "Subscriber") hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock (the “Securities”), of Boxabl, Inc.from Contact Gold Corp., a Nevada corporation (the "Company”), at a purchase price of $0.79 per share (the “Per Security Price”"), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights , such number of units of the Common Stock are Company ("Units") as set forth in on the Articles of Incorporation signature page hereto, for an aggregate purchase price (the "Purchase Price") equal to the Offering Statement 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 (the “Offering Statement”"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 [XX, 2021] (the "Offering Circular") filed with the SEC as part of the Offering Statement 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 including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) 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 within 30 days of such rejection without interest and all of the Subscriber’s 's obligations hereunder shall terminate. (e) The aggregate number of Securities sold shall not exceed 62,658,228 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fd) 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 6 4 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 3 contracts

Samples: 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 the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of Boxabl, Inc.Fan Owned Club, a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 10 per share (the “Per Security Price”), ) with a minimum purchase of $250or subject to the discretion of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock are as set forth in the Articles Certificate of Incorporation Incorporation, as amended, included in the Exhibits to the Offering Statement Circular of the Company company filed with the SEC (the “Offering StatementCircular”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] _______________________________ (the “Offering Circular”) ), filed with the SEC as part of the Offering StatementCircular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto the Exhibits thereto, and any other information required by the Subscriber to make an investment decision. Copies of all SEC filings can also be viewed via following the link on the Company’s website to all documents filed with SEC. (dc) 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. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 3,000,000 shares of Non-Voting Common Stock (the “Maximum Offeringmaximum number of shares”). The Company may accept subscriptions until ______, 2022_______________________, unless otherwise the earliest of 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. Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) 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 6 5 hereof, which shall remain in force and effect. (gf) 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, including and the Proxy Company consents to the transfer in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g)sole discretion.

Appears in 2 contracts

Samples: Subscription Agreement (Fan Owned Club, Inc.), Subscription Agreement (Fan Owned Club, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Class A Common Stock (the “Securities”), ) of BoxablLegion M Entertainment, Inc., a Nevada Delaware corporation (the “Company”), at a purchase the price of $0.79 per share set forth on the Platform’s investment page (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000100. The rights of the Common Stock Securities are as set forth in the Articles Certificate of Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)Incorporation. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular a Reg. CF Offering Memorandum dated [XXAugust 3, 2021] 2020 (the “Offering CircularMemorandum”) filed with the SEC as part of the Offering Statement. Form C. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular Memorandum and Offering Statement Form C including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) 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 with respect to such rejected subscription or portion thereof shall terminate. (ed) The aggregate number of Securities sold pursuant to Section 4(a)(6) of the Act in addition to those sold in the prior 12 months shall not exceed 62,658,228 $1,070,000 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, the date set forth in the Form C filed with the SEC unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 $10,000 in Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) 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 6 5 hereof, which shall remain in force and effect. (gf) 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 Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 2 contracts

Samples: Regulation Cf Subscription Agreement, Regulation Cf Subscription Agreement

Subscription. (a) The undersigned (“Subscriber”) Subscriber hereby irrevocably subscribes for and agrees commits to purchase the Non-Voting Series A-1 Preferred Stock _____________ shares (the “SecuritiesShares), ) of Boxabl, Inc., Class _________ Stock of the Company (Class A must subscribe to a Nevada corporation (the “Company”minimum of 2,500 shares), at a purchase price of $0.79 4.00 per share (the “Per Security Price”)share, for a total purchase price of $ _____________________ , upon the terms and conditions set forth hereinherein (the or this “Subscription”). The minimum subscription total purchase price for the Subscription is $1000payable in the manner provided in Section 3 below. The rights of the Common Stock Shares being subscribed for under this Agreement are sometimes referred to herein as set forth in the Articles of Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)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 Offering Circular dated [XXNovember _____________ , 2021] 20176, with exhibits (the “Offering Circular”) ), as filed with the SEC as part SEC. A full description of the Securities and the Offering Statementis set forth in the Offering Circular. By executing this Subscription Agreementsubscribing to the Offering, the Subscriber acknowledges that Subscriber he/she/it has received this Subscription Agreement, copies and reviewed a copy of the Offering Circular and Offering Statement including exhibits thereto and any other information required requested by the Subscriber in writing to make an investment decisiondecision with respect to the Securities. (dc) The Subscriber’s subscription This Subscription may be accepted or rejected rejected, in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at in its sole discretion. In addition, the Company, at in its sole discretion, may allocate to the Subscriber only a portion of the number of Securities Subscriber has Shares subscribed for. The Company will notify the Subscriber whether this subscription Subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If Subscriber’s subscription the Subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection him/her/it without interest and all of the Subscriber’s obligations hereunder shall terminate. (ed) The aggregate maximum number of Securities shares of the Company’s common stock that may be sold in this Offering shall not exceed 62,658,228 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum OfferingShares”). The Company may accept subscriptions until ______, 2022twelve months following the date of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other additional period required as may be sought to sell the Maximum Offering Shares (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”)Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the set an earlier Termination Date (each a “Closing Date”)and end the Offering. No minimum number of shares is required to be sold. (fe) 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 6 5 hereof, which shall remain in force and effect. (gf) 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 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 Subscriber and until such Transferee shall have complied with the terms of this Section 1(g)Agreement.

Appears in 2 contracts

Samples: Common Stock Subscription Agreement, Common Stock Subscription Agreement (Feel the World, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock (the “Securities”), of Boxabl, Inc., a Nevada corporation (the “Company”)purchase, at a purchase price of $0.79 1.00 per share, shares (the “Shares”) of common stock, par value $0.001 per share (the “Per Security PriceCommon Stock”), of Robot Cache US Inc., a Delaware corporation (the “Company”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of 1,000.00 (1,000 Shares). (b) Subscriber understands that the Common Stock Shares are as set forth being offered pursuant to an offering circular dated [_____], 2022 (the “Offering Circular”) included in the Articles of Incorporation to the Offering Statement offering statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber he, she or it has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, by the Company, in its sole discretion, at any time prior to before a Closing Date (as hereinafter defineddefined below), by the Company at its sole discretion. In addition, the Company, at in 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 his, her or its subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof thereof, if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall will terminate. (ed) The aggregate number of Securities Shares sold shall will not exceed 62,658,228 (the “Maximum Offering”)30,000,000 Shares. The Company may accept subscriptions until ______, 2022, unless otherwise extended by the earliest of (i) the 120th day after the date as of which the SEC qualifies the Offering Statement (or such later day as the Company determines, if, in its sole discretion discretion, it extends the offering of the Shares (the “Offering”), (ii) the date as of which all Shares offered by the Offering Circular have been sold and (iii) any such earlier time as the Company may determine in accordance with applicable SEC regulations for its sole discretion, regardless of the number of Shares sold and the amount of capital raised (the earliest of such other period required to sell the Maximum Offering (dates, the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offeringthe Offering, on various dates at or prior to before the Termination Date (each each, a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event if the sale of the Securities Shares (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall will have no force or effect, except for Section 6 5 hereof, which shall will remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 2 contracts

Samples: Subscription Agreement (Robot Cache US Inc.), Subscription Agreement (Robot Cache US Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablTorque Lifestyle Brands, Inc., a Nevada corporation Colorado Corporation (the “Company”), at a purchase price of $0.79 [___] per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The There is no minimum subscription is $1000amount. The rights of the Common Stock are as set forth in the Articles Certificate of Incorporation and Bylaws included in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021_____] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 [_______] (the “Maximum Offering”). The Company may accept subscriptions until [______, 2022_____], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the 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”). (fe) 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 6 5 hereof, which shall remain in force and effect. (gf) 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, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 2 contracts

Samples: 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 On the terms and subject to the conditions of this Agreement, the Investor agrees to purchase subscribe and pay for an aggregate of 22,214 (twenty two thousand two hundred and fourteen) fully paid and non-assessable Series H CCPS in the Non-Voting Series A-1 Preferred Stock Company (the “SecuritiesSubscription Shares), ) for the subscription price of Boxabl, Inc., a Nevada corporation INR 29,260.826 (rupees twenty nine thousand two hundred and sixty decimal eight hundred and twenty six) per Subscription Share (the “Company”), at a purchase price of $0.79 per share (the “Per Security Subscription Price”), upon the terms and conditions set forth herein. The minimum aggregate amount to be paid by the Investor for the subscription is $1000. The rights of the Common Stock are Subscription Shares shall be up to INR 649,999,989 (rupees six hundred and forty nine million nine hundred and ninety nine thousand nine hundred and eighty nine), and not exceeding INR equivalent of USD 10,000,000 (dollars ten million) calculated by applying the Dollar-INR conversion reference rate as set forth in published by the Articles Reserve Bank of Incorporation to India on the Offering Statement date on which the wire transfer of the Company filed with subsequent amount is initiated by the SEC (the “Offering Statement”)Investor. (b) Subscriber understands Subject to the terms of this Agreement and the reasonable satisfaction (or waiver by the Investor) of the conditions of subscription set forth in Section 4.01 (Conditions of Investor Subscription), either: (i) the Company may request the Investor to subscribe for the Subscription Shares by delivering a Subscription Notice to the Investor; or (ii) the Investor may notify the Company that it shall subscribe for the Securities are being offered pursuant Subscription Shares by delivering a Subscription Notice to an offering circular dated [XXthe Company, 2021] at least twelve (12) Business Days prior to the date of the Investor Subscription specified in such Subscription Notice (the “Offering CircularSubscription Date), subject to Section 2.03 (Cancellation of Investor Subscription). (c) filed If a Subscription Notice is delivered by the Company to the Investor in accordance with Section 2.01 (b)(i), or the Investor delivers a Subscription Notice to the Company in accordance with Section 2.01(b)(ii), then the Company shall be obliged to issue the Subscription Shares to the Investor on the Subscription Date and shall take all necessary corporate and other action, including but not limited to all appropriate steps to ensure that a meeting of the Company’s shareholders or a meeting of the board of directors, as applicable, is promptly convened, to ensure that the Subscription Shares shall be issued to the Investor on the Subscription Date, in accordance with the SEC as part terms of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (d) The SubscriberOn the Subscription Date: (i) the Investor shall pay the amount equal to the Subscription Price multiplied by the number of Subscription Shares in INR to the following account of the Company: Beneficiary Name Azure Power India Private Limited Credit Account No. [Account Number] Bank Central Bank Of India Branch Press Area, New Delhi Account Type Current A/c IFSC Code CBIN0280306 Swift Code XXXXXXXXXXX, or such other account specified in the Subscription Notice; and (ii) the Company shall: (A) in a meeting of the board of directors, issue and allot to the Investor, or as the Investor directs, the Subscription Shares free of all Liens or other encumbrances or rights of third parties and record the Investor as the legal and beneficial owner of the Subscription Shares in the Company’s subscription may register of members; (B) deliver to the Investor, or as the Investor directs: (A) a copy of the resolution of the board of directors in which the Subscription Shares are allotted to the Investor; (B) a share certificate in customary form; and (C) a certified copy of the Company’s share register, evidencing the Investor’s valid title to the Subscription Shares, free of all Liens or other encumbrances or rights of third parties; and (C) provide Investor with evidence satisfactory to the Investor that the Subscription Shares have been duly and validly authorized and issued, are fully paid and, save and except as agreed in the Shareholders Agreement, freely transferable without requiring any Authorization of any Authority, and that all other legal requirements in connection with their authorization, issue and delivery have been duly satisfied (save any post-issue filings and other requirements to be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), undertaken by the Company at its sole discretionin accordance with Section 2.01 (f) below). In additionThe Parties agree that the fulfillment of the obligations of the Company set forth in Sections 2.01 (d)(ii)(A) through (C) above are conditions precedent to the application of any funds disbursed by the Investor under Section 2.01 (d)(i) to the subscription for the Subscription Shares and that, accordingly, any funds disbursed in accordance with Section 2.01 (d)(i) shall be held in trust by the Company (for the benefit of the Investor) until the acts set forth in Section 2.01(d)(ii)(A) through (C) have been performed and the Investor has notified the Company in writing that such funds can be released to the Company, at its sole discretionand in the event that such acts are not performed as soon as practicable, may allocate and in any event within three (3) Business Days from any such disbursement of funds by the Investor, the Company shall, upon the Investor’s request, immediately return the funds disbursed in accordance with Section 2.01(d)(i) 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 rejectedInvestor, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminateunless instructed otherwise by the Investor. (e) The aggregate number Company shall pay all Taxes, fees or other charges payable on or in connection with the execution, issue, subscription, delivery, registration, translation or notarization of Securities sold shall not exceed 62,658,228 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”)this Agreement, the Company may elect at other Transaction Documents, the Company’s Charter, the Subscription Shares and any time other documents related to close all this Agreement, the other Transaction Documents or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”)Company’s Charter. (f) In On or immediately following 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 6 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effectiveDate, the Transferee Company 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 undertake all post-issue filings as required by the representations and warranties of Subscriber, terms of this Subscription AgreementApplicable Law, including the Proxy in Section 5filing of: (i) E-Form No. MGT. 14 of the Companies (Management and Administration) Rules, substantially in 2014 with respect to the form set forth in Section 5filing of resolution passed by the Board approving issue of the Subscription Shares; (ii) E-Form No. The MGT. 14 of the Companies (Management and Administration) Rules, 2014 with respect to the filing of special resolution passed by the shareholders of the Company shall not record any transfer approving issue of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).Subscription Shares;

Appears in 2 contracts

Samples: Subscription Agreement, Subscription Agreement (Azure Power Global LTD)

Subscription. (a) a. The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablMaverick Energy Group, Inc.Ltd., a Nevada corporation (the “Company”), at a purchase price of $0.79 0.50 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription purchase requirement per investor is 20,000 Offered Shares ($1000. The rights of 10,000); however, we can waive the Common Stock are as set forth minimum purchase requirement on a case-by-case basis in the Articles of Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)our sole discretion. (b) b. Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. (d) 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 within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (e) d. The aggregate number of Securities sold shall not exceed 62,658,228 40,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (f) 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 6 5 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 2 contracts

Samples: Subscription Agreement (Maverick Energy Group, Ltd.), Subscription Agreement (Maverick Energy Group, Ltd.)

Subscription. (a) The undersigned (whether one or more, hereafter referred to as the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred number of shares set forth below of the $0.001 par value Common Stock (the “Securities”)) of BIOLOGX, of Boxabl, Inc.INC., a Nevada Wyoming corporation (the “Company”), at a purchase price of $0.79 4.00 per share (the “Per Security Share Price”), with a minimum purchase of $320.00 or higher (“Minimum Purchase”), subject to the discretion of the Company and upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock are as set forth in the Articles of Incorporation and the Bylaws of the Company, each included in the Exhibits to the Offering Statement offering circular of the Company filed with the SEC (the “Offering StatementCircular”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular statement dated [XX____________, 2021] 202__ (the “Offering CircularStatement) ), a copy of which has been filed with the SEC as part of the Offering StatementSEC. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Circular, including exhibits thereto the Exhibits thereto, and any other Offering Materials or other information required by the Subscriber to make an investment decision. (dc) 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 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 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. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 12,500,000 shares of Common Stock (the “Maximum OfferingNumber of Shares”). The Company may accept subscriptions until ___________, 2022202__, unless otherwise extended by the Company Company, in its sole discretion discretion, in accordance with applicable SEC regulations for such other period required to sell or until the Maximum Number of Shares under the Offering are sold, whichever shall first occur (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) 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 6 5 hereof, which section shall survive termination of this Subscription Agreement and shall remain in full force and effect. (gf) 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, Subscriber and the terms of this Subscription Agreement, including and the Proxy Company consents to the transfer in Section 5its sole discretion. (g) By agreeing to these provisions, substantially in Subscribers will not be deemed to have waived their rights under the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless federal securities laws and until such Transferee shall have complied with the terms of this Section 1(g)rules and regulations thereunder.

Appears in 2 contracts

Samples: Subscription Agreement (BiologX, Inc.), Subscription Agreement (BiologX, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock preferred stock (the “Securities”), of Boxabl, Inc.Xxxxxxx.xx Inc, a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 4 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000300. The rights and preferences of the Common Stock preferred stock are as set forth in the Articles Company’s certificate of Incorporation incorporation filed as exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XXJanuary 21, 2021] 2021 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreementsubscribing to the Offering, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 12,450,000 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) 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 6 5 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 2 contracts

Samples: Subscription Agreement (Rebrain.ai Inc.), Subscription Agreement (Rebrain.ai Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock shares of common stock (the “Securities”), of BoxablAtlanta Hot Wings, Inc., Inc. a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 60 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $100060. The rights and preferences of the Common Stock common stock are as set forth in the Articles Company’s certificate of Incorporation incorporation found as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XXDATE], 2021] 2019 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 95,000 (the “Maximum Offering”). The Company may accept subscriptions on a continuous basis, until ______, 2022, unless otherwise extended the 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”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) 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 6 5 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 2 contracts

Samples: Subscription Agreement (Atlanta Hot Wings, Inc.), Subscription Agreement (Atlanta Hot Wings, Inc.)

Subscription. (a) The undersigned (“Subscriber”) Investor hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock (number of Shares set forth on the “Securities”), of Boxabl, Inc., a Nevada corporation (signature page hereto at the “Company”), at a purchase price of $0.79 per share (the “Per Security Share Purchase Price”), upon the terms and conditions set forth herein. The minimum subscription aggregate purchase price for the Shares with respect to each Investor (the "Purchase Price") is $1000payable in the manner provided in Section 2(a) below. The rights minimum number of Shares that the Common Stock are as set forth in the Articles Investor may purchase is ten shares for a subscription price of Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)$10.00. (b) Subscriber Investor understands that the Securities Shares are being offered pursuant to an offering circular the Form 1-A Regulation A Offering Circular dated [XXNovember 25, 2021] 2020 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the "SEC") on _____________, 2020 (collectively, the "Offering Circular”) filed with the SEC as part of the Offering Statement"). 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 exhibits thereto 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. (dc) The Subscriber’s This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to a Closing Date (as hereinafter defined)the Termination Date, by the Company at its sole and absolute discretion. 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 Subscriber’s Investor's subscription is rejected, Subscriber’s Investor's payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection Investor without interest and all of Subscriber’s Investor's obligations hereunder shall terminate. (e) The aggregate number of Securities sold shall not exceed 62,658,228 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (f) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities 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 6 5 hereof, which shall remain in full force and effect. (gd) 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, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any No transfer of Securities on this Agreement may be made without the consent of the Company, which may be withheld in its books unless sole and until such Transferee shall have complied with the terms of this Section 1(g)absolute discretion.

Appears in 2 contracts

Samples: Subscription Agreement (CR Global Holdings, Inc.), Subscription Agreement (CR Global Holdings, Inc.)

Subscription. (a) a. The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of Boxabl, Inc.BioQuest Corp., a Nevada corporation (the “Company”), at a purchase price of $0.79 2.00 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription purchase requirement per investor is 10,000 Offered Shares ($1000. The rights of 20,000); however, we can waive the Common Stock are as set forth minimum purchase requirement on a case-by-case basis in the Articles of Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)our sole discretion. (b) b. Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. (d) 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 within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (e) d. The aggregate number of Securities sold shall not exceed 62,658,228 500,000 shares (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (f) 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 6 5 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 2 contracts

Samples: Subscription Agreement (Bioquest Corp), Subscription Agreement (Bioquest Corp)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock [_] shares of Common Stock, par value $0.001 (the “SecuritiesCommon Stock”), of BoxablStarco Brands, Inc., a Nevada corporation (the “Company”), ) at a purchase price of $0.79 [_] per share (the “Per Security Share Price”), upon the terms and conditions set forth herein. The minimum subscription is [_] shares, or $10001,500. The shares of Common Stock being subscribed for under this Subscription Agreement are also referred to as the “Securities.” The rights of the Common Stock are as set forth in the Articles Certificate of Incorporation of the Company, as amended (the “Certificate of Incorporation”), filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX_____, 2021] 2021 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 [_] shares of Common Stock (the “Maximum Offering”). The Company may accept subscriptions until [______, 2022], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the 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”). (fe) 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 6 5 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 2 contracts

Samples: Subscription Agreement (Starco Brands, Inc.), Subscription Agreement (Starco Brands, Inc.)

Subscription. (a) The undersigned (“Subscriber”individually and/or collectively, the "Participant") hereby irrevocably applies to become a participant in the Units of registrable common stock and warrants (collectively, the "Units," "Shares" or the "Common Stock") of WORLD WASTE TECHNOLOGIES, INC., a California corporation ("WWT" or the "Company"), in accordance with the terms and conditions of this Subscription Agreement (the "Subscription"). (b) Before this subscription for participation in the Shares is considered, the Participant must complete, execute and deliver to the Company the following: (i) This Subscription; (ii) The Certificate of Accredited Investor Status attached hereto as Exhibit A; (iii) The WWT Registration Rights Agreement; and (iv) The WWT Warrant Agreement; and (v) The Participant's check or wire transfer in the amount of $__________________. (c) Participant hereby subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock (the “Securities”), of Boxabl, Inc., a Nevada corporation (the “Company”), __________ Units at a purchase price of $0.79 2.50 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock are as set forth in the Articles of Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decisionUnit. (d) This Subscription is irrevocable by the Participant. (e) This Subscription is not transferable or assignable by the Participant. (f) This Subscription shall be deemed to be accepted only when this Subscription has been executed by an authorized officer of the Company. The Subscriber’s subscription deposit of Participant's check or wire transfer funds will not be deemed an acceptance of this Subscription. (g) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (e) The aggregate number of Securities sold shall not exceed 62,658,228 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended part by the Company in its sole discretion discretion. In the event this Subscription is rejected in accordance with applicable SEC regulations for such other period required to sell its entirety by the Maximum Offering Company, all funds (without interest) and documents tendered by the “Termination Date”)Participant shall be returned. Providing In the event that subscriptions for 1,265,883 Securities are received (this Subscription is rejected in part by the “Minimum Offering”)Company, the Company may elect at any time to close all or any portion of this offering, on various dates at or prior shall return to the Termination Date (each a “Closing Date”)Participant the part of the payment relating to such rejected portion without interest. The Company shall have the right to allocate Shares among Participants in any manner it may desire; provided, that no Participant shall be obligated to purchase more than the number of Shares set forth in Section 1(c) above without such Participant's prior written consent. (fh) In Participant understands that separate Subscriptions will be executed with other Participants for the event remainder of rejection the Shares to be sold in this offering. (i) Placement agents and broker dealers, including Chadbourn Securities, Inc. (an NASD broker-dealer affiliate of this subscription Cagan McAfee Capital Partxxxx, LLC), may be paid commissions in its entirety, or in an amount up to but not to exceed (i) selling commissions from the event Company up to eight percent (8%) of the aggregate proceeds from the sale of the Securities Shares, and (or any portion thereofii) is not consummated a non-accountable expense allowance up to two percent (2%) of the aggregate proceeds from the sale of the Shares, and (iii) warrants to purchase up to ten percent (10%) of the aggregate number of Shares sold in the offering, exercisable for any reasonseven years at an exercise price equal to the Offering Price, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effectwith a net exercise ("cashless exercise") provision. (gj) The terms of this Subscription Until the registration statement contemplated by the WWT Registration Rights Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed is declared effective, 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 Transferee shall have executed and delivered Securities Exchange Act of 1934, as amended, or short sale position with respect to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g)Common Stock.

Appears in 2 contracts

Samples: Subscription Agreement (World Waste Technologies Inc), Subscription Agreement (World Waste Technologies Inc)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock shares of common stock (the “Securities”), of BoxablPhiladelphia Powderkegs, Inc., Inc. a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 60 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $100060. The rights and preferences of the Common Stock common stock are as set forth in the Articles Company’s certificate of Incorporation incorporation found as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XXDATE], 2021] 2019 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 95,000 (the “Maximum Offering”). The Company may accept subscriptions on a continuous basis, until ______, 2022, unless otherwise extended the 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”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) 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 6 5 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 2 contracts

Samples: Subscription Agreement (Philadelphia Powderkegs, Inc.), Subscription Agreement (Philadelphia Powderkegs, Inc.)

Subscription. (a) The undersigned (individually and/or collectively, the SubscriberParticipant”) hereby irrevocably subscribes for and agrees applies to purchase the Non-Voting restricted Series A-1 A Convertible Preferred Stock (the “SecuritiesSeries A Preferred” or the “Shares), ) of Boxabl, Inc.Pacific Energy Development Corp., a Nevada corporation (the “Company”), at a purchase price of $0.79 per share (the “Per Security Price”), upon in accordance with the terms and conditions set forth herein. The minimum subscription of (1) this Subscription Agreement (the “Subscription”), which is $1000. The rights of attached as Exhibit A to the Common Stock are Company’s Confidential Private Placement Memorandum, ”), dated October 14, 2011, as set forth in supplemented to date (as supplemented, the “Memorandum”); (2) the Company’s Articles of Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering StatementArticles”)., which are attached to the Memorandum as Exhibit B; and (3) the Amended and Restated Articles of Incorporation (“Amended Articles”), which are attached to the Memorandum as Exhibit C. (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 [XX, 2021] the Company or its placement agents (the “Offering CircularPlacement Agents”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision.following: (di) This Subscription; (ii) The Subscriber’s subscription may be accepted or rejected in whole or in partCertificate of Accredited Investor Status, at any time prior to a Closing Date (attached hereto as hereinafter defined)Exhibit D, by the Company at its sole discretion. In additionor, if and as applicable, the CompanyCertificate of Non U.S. Investor Status, at its sole discretionattached hereto as Exhibit E, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate.and (eiii) The aggregate number Participant’s check in the amount of Securities sold shall not exceed 62,658,228 (the “Maximum Offering”). The Company may accept subscriptions until $________ in exchange for ________ Shares purchased, 2022, unless otherwise extended or wire transfer sent according to the Company’s or the Placement Agent’s instructions: (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 in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Closing Date (each as defined in 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. (f) The Company’s Placement Agents, and/or other advisors, placement agents, broker dealers and/or finders, will be paid commissions, fees and other consideration by the Company equal to: (i) Eight Percent (8%) of Participant’s investment amount with respect to investments originated by the Placement Agents in this Offering; (ii) up to Two Percent (2%) of the total investment amount originated by the Placement Agents in this Offering as a non-allocated expense reimbursement; (iii) a warrant to purchase shares of Series A Preferred of the Company equal to Ten Percent (10%) of the total shares of Series A Preferred purchased by Participants introduced by Placement Agents, at an exercise price equal to $0.75 per Share; and (iv) shares of Series A Preferred of the Company equal to an aggregate of Two Percent (2%) of the total Shares purchased by investors introduced by Placement Agents. ______________ 1 Subject to cutback by the Company in the event of oversubscription of the Offering as set forth in Section 1(g). Participant’s Initials 1 Pacific Energy Development Corp. (g) This Offering, as defined in the Memorandum, is scheduled to close no later than September 30, 2012 at 5:00 p.m. Pacific Standard Time, or the consummation of a “going public” transaction ( see “EXTENSION OF OFFERING” in PPM Supplement) (the “Closing Date”). The target Offering is for up to 13,333,334 Shares of Series A Preferred (subject to an additional over-allotment of 2,666,667 additional Shares of Series A Preferred). The initial closing of this Offering will be for a minimum of 2,666,667 Shares of Series A Preferred raising at least $2,000,000.25, the Company may accept any investment amounts from investors, and the Company may have multiple closings of this Offering. (fh) In 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 event Securities Exchange Act of rejection of this subscription in its entirety1934, as amended, or in the event the short 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 6 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered position with respect to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g)Series A Preferred.

Appears in 2 contracts

Samples: Subscription Agreement (Pedevco Corp), Subscription Agreement (Pedevco Corp)

Subscription. (a) The undersigned (“Subscriber”) Subscriber hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock (number of Shares set forth on the “Securities”), of Boxabl, Inc., a Nevada corporation (signature page hereto at the “Company”), at a purchase price of $0.79 per share (the “Per Security Share Unit Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of aggregate purchase price for the Common Stock are as set forth in the Articles of Incorporation Shares with respect to the Offering Statement of the Company filed with the SEC each Subscriber (the “Offering StatementPurchase Price) is payable in the manner provided in Section 2 below. The maximum investment amount per investor is $2,000,000 (400,000 Shares). The minimum investment amount per investor is $1,500 (300 Shares), however, we can waive the maximum or minimum purchase restriction on a case-by-case basis in our sole discretion and such waiver shall be evidenced by our acceptance of any such subscription and our countersignature on this Agreement. (b) The Subscriber understands that the Securities Shares are being offered pursuant to an offering circular the Regulation A Offering Circular dated [XX_____________, 2021] 2021 and its exhibits (collectively, the “Offering Circular”) as filed with the SEC as part SEC. By subscribing to the Offering, the Subscriber acknowledges that the Subscriber has received and reviewed a copy of the Offering Statement. By executing this Subscription Circular, the Operating Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (d) The Subscriber’s subscription may be accepted or rejected in whole or in partdecision with respect to the Shares. After the Offering Circular has been qualified by the SEC, at any time prior to a Closing Date (as hereinafter defined)Prime Trust, LLC, appointed by the Company at its sole discretion. In additionas escrow agent for the Offering (the “Escrow Agent”), will accept tenders of funds to purchase the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed forShares. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejectedclose on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. If Subscriber’s subscription is rejectedAs a result, Subscriber’s payment (or portion thereof if partially rejected) not all investors will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminatereceive their Shares on the same date. (ec) The aggregate number You have received and read a copy of Securities sold shall not exceed 62,658,228 the Company’s Operating Agreement (the “Maximum OfferingOperating Agreement)) and understand it. The Company may accept subscriptions until ______You agree that your execution of this Agreement constitutes your consent to and execution of the Operating Agreement, 2022and, unless otherwise extended that upon acceptance of this Agreement by the Company, you will become a Preferred Member of the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell limited voting rights as a holder of Preferred membership interests. If this Agreement is countersigned by the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”)Company, the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (f) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (g) The terms of this Subscription Operating 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, you as of the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g)applicable closing date.

Appears in 2 contracts

Samples: Subscription Agreement (Relay Management LLC), Subscription Agreement (Relay Management LLC)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Class D Units USD$ Series A-1 Preferred Stock (the “Securities”), of Boxabl, Inc.Red Mountain Ventures Limited Partnership, a Nevada corporation limited partnership under the laws of British Columbia (the “CompanyPartnership”), at a purchase price of $0.79 10.00 per share Unit (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock Class D Units Series USD$ are as set forth in the Articles of Incorporation Partnership’s Amended and Restated Limited Partnership Agreement dated July 1, 2017 (the “Partnership Agreement”), included in the Exhibits to the Offering Statement of the Company Partnership filed with the SEC (the “Offering Statement”)) and the Partnership’s Canadian Offering Memorandum. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XXAugust __, 2021] 2017 (the “Offering Circular”) ), filed with the SEC as part of the Offering StatementStatement 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 Statement, including exhibits thereto the Exhibits thereto, the Canadian Offering Memorandum and any other information required by the Subscriber to make an investment decision. (dc) 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 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 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. (ed) The aggregate number of Securities sold in this offering shall not exceed 62,658,228 (the “Maximum Offering”). 800,000 Class D Units Series USD$. The Company Partnership may accept subscriptions until ______the date at which the maximum offering amount has been sold, 2022, unless otherwise extended (2) the 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 for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the Company The 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”). (fe) 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 6 5 hereof, which shall remain in force and effect. (gf) 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, Subscriber and the terms of this Subscription Agreement and the Partnership Agreement, including the Proxy Partnership consents to the transfer in Section 5its sole discretion, substantially and, in the form set forth in Section 5. The Company shall not record event of a transfer to a Transferee resident or otherwise subject to the securities laws of any transfer jurisdiction of Securities on its books unless and until such Transferee shall have complied Canada, the compliance with the terms of this Section 1(g)applicable resale restrictions in such jurisdiction.

Appears in 2 contracts

Samples: Subscription Agreement (Red Mountain Ventures Limited Partnership), Subscription Agreement (Red Mountain Ventures Limited Partnership)

Subscription. (a) a. The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablPacific Software, Inc., a Nevada corporation (the “Company”), at a purchase price of $0.79 2.00 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription purchase requirement per investor is 10,000 Offered Shares ($1000. The rights of 20,000); however, we can waive the Common Stock are as set forth minimum purchase requirement on a case-by-case basis in the Articles of Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)our sole discretion. (b) b. Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. (d) 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 within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (e) d. The aggregate number of Securities sold shall not exceed 62,658,228 2,500,000 shares (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (f) 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 6 5 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 2 contracts

Samples: Subscription Agreement (Pacific Software, Inc.), Subscription Agreement (Pacific Software, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock shares of common stock (the “Securities”), of BoxablTexas Holy Smokers, Inc., Inc. a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 60 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $100060. The rights and preferences of the Common Stock common stock are as set forth in the Articles Company’s certificate of Incorporation incorporation found as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XXDATE], 2021] 2019 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 95,000 (the “Maximum Offering”). The Company may accept subscriptions on a continuous basis, until ______, 2022, unless otherwise extended the 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”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) 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 6 5 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 2 contracts

Samples: Subscription Agreement (Texas Holy Smokers, Inc.), Subscription Agreement (Texas Holy Smokers, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablStartEngine Crowdfunding, Inc., a Nevada corporation Delaware Corporation (the “Company”), at a purchase price of $0.79 10 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000500. The rights of the Common Stock are as set forth in the Articles Third Amended and Restated Certificate of Incorporation and Bylaws included in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021___________] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 1,000,000 (the “Maximum Offering”). The Company may accept subscriptions until [______, 2022_________], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the 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”). (fe) 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 6 5 hereof, which shall remain in force and effect. (gf) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 2 contracts

Samples: Common Stock Subscription Agreement (Startengine Crowdfunding, Inc.), Common Stock Subscription Agreement (Startengine Crowdfunding, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablBacTech Environmental Corporation, Inc., a Nevada an Ontario Canada corporation (the “Company”), at a purchase price of $0.79 0.00___ per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription purchase requirement per investor is ________________ Offered Shares ($1000. The rights of __,000); however, we can waive the Common Stock are as set forth minimum purchase requirement on a case-by-case basis in the Articles of Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)our sole discretion. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 100,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the 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”). (fe) 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 6 5 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 2 contracts

Samples: Subscription Agreement (BacTech Environmental Corp), Subscription Agreement (BacTech Environmental Corp)

Subscription. (a) The By executing this Subscription Agreement, the undersigned (referred to in this Subscription Agreement as “Subscriber” or “I”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock (the “Securities”), Securities of BoxablXxxxxxx Realty Trust, Inc., a Nevada Maryland corporation (referred to as the “Company”), at a purchase price of $0.79 10.00 per share (the “Per Security Price”), upon the terms and conditions set forth hereinin this Agreement. The minimum subscription is $1000500. The rights of the Class A Common Stock are as set forth in the Amended and Restated Articles of Incorporation Incorporation, filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands I understand that the Securities are being offered pursuant to an offering circular dated [XXFebruary 12, 2021] 2019 (the “Offering Circular”) and filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges I acknowledge that Subscriber has I have received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto exhibits, and any other information required by the Subscriber me to make an investment decision. (dc) The Subscriber’s My subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defineddefined below), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber me only a portion of the number of Securities Subscriber has I have subscribed for. The Company will notify Subscriber me whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s my subscription is rejected, Subscriber’s my payment (or portion thereof of it if partially rejected) will be returned to Subscriber within 30 days of such rejection me without interest and all of Subscriber’s my obligations hereunder under this Subscription Agreement shall terminate. (ed) The aggregate number of Securities sold in the offering shall not exceed 62,658,228 5,000,000 (the “Maximum Offering”). The Company may accept subscriptions until ______February 12, 20222020, unless otherwise that period is extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other additional period as is required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each being referred to as a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereofportion) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which those provisions that are identified as surviving termination. Those provisions shall remain in full force and effecteffect following termination. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 2 contracts

Samples: Subscription Agreement (Steward Realty Trust, Inc.), Subscription Agreement (Steward Realty Trust, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Class A Preferred Stock (the “Securities”), of BoxablGolfSuites 1, Inc., a Nevada corporation Delaware Corporation (the “Company”), at a purchase price of $0.79 5 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000500. The rights Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion of the 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 Articles Amended and Restated Certificate of Incorporation included as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021____________] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 10,000,000 (the “Maximum Offering”). The Company may accept subscriptions until [______, 2022________], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the 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”). (fe) 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 6 5 hereof, which shall remain in force and effect. (gf) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 2 contracts

Samples: Subscription Agreement (GolfSuites 1, Inc.), Subscription Agreement (GolfSuites 1. Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablNommi, Inc., a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 11.54 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $100086 shares of Common Stock. The rights of the Common Stock are as set forth in the Articles Amended and Restated Certificate of Incorporation included as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (d) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (e) The aggregate number of Securities sold shall not exceed 62,658,228 1,733,102 shares as set out in the Offering Circular (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (f) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 2 contracts

Samples: Subscription Agreement (Nommi, Inc.), Subscription Agreement (Nommi, Inc.)

Subscription. (a) The undersigned (“Subscriber”) 1.1 Subscriber hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock number of Ordinary Shares (the “SecuritiesShares”), of Boxabl, Inc.Winner Group Limited, a Nevada Cayman Islands corporation (the “Company”), indicated on the signature page attached hereto at a the purchase price of $0.79 per share set forth on such signature page (the “Per Security Purchase Price”), upon . Subscriber has made payment by wire transfer of funds in accordance with instructions from the terms and conditions set forth herein. The minimum subscription is $1000. The rights Company in the full amount of the Common Stock are as set forth in the Articles of Incorporation to the Offering Statement Purchase Price of the Company filed with the SEC Shares for which Subscriber is subscribing (the “Offering StatementPayment”). (b) Subscriber understands that the Securities are being offered pursuant to 1.2 This Agreement is part of an offering circular dated [XX, 2021] of Ordinary Shares being conducted by the Company (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (d) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (e) The aggregate number of Securities sold shall not exceed 62,658,228 (the “Maximum Offering”). The Company may accept subscriptions until ______Under the terms of the Offering, 2022, unless otherwise extended by the Company seeks to raise $10,400,000 (USD) (proceeds from the Offering being referred to herein as the “Gross Offering Proceeds”) based on an Offering price of $74.616 per share, which represents 12.20% of the equity ownership in its sole discretion in accordance with applicable SEC regulations the Company. Immediately following the closing of the Offering, such Shares shall be exchanged for such other period required to sell shares of the Maximum Offering common stock (the “Termination DatePublic Company Shares). Providing ) of a US domiciled company that subscriptions is obligated to file periodic reports with the US Securities and Exchange Commission and whose shares are eligible for 1,265,883 Securities are received quotation on the NASD Over-the Counter Bulletin Board (the “Minimum OfferingPublic Company”) upon the closing of a stock exchange transaction (the “Exchange Transaction”) between the Company and the Public Company. Upon consummation of the Exchange Transaction and certain private placements occurring at the time of, or immediately following, the Exchange Transaction (the “Concurrent Placements”), it is anticipated that Subscribers in the Offering will own 11.55% of the issued and outstanding common stock of the Public Company. 1.3 The Company agrees that neither it nor the Public Company shall undertake any other financings (other than acquisitions utilizing capital stock of the Company may elect at any time to close all or any portion of this offeringthe Public Company, it being understood that the shares issuable in such transaction shall not be registered until the Registration Statement is deemed effective by the SEC) involving Equity Common Shares (as defined below) on various dates at or prior to the Termination Date (each a “Closing Date”). (f) In the event of rejection of this subscription in its entirety, or terms more favorable than those in the event Offering until thirty (30) days after the sale effectiveness of the Securities Registration Statement (or any portion thereofas that term is defined below) is not consummated for any reasoncovering all of the Public Company Shares, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (g) The terms without the prior written approval 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 holders of a majority of the Public Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5Shares. The Company and the Public Company may complete a financing on terms that are equivalent or less favorable than those in the Offering at their discretion; however, the Company acknowledges that the Equity Common Shares sold in such an offering can not be registered for resale until after the date the Registration Statement is declared effective by the SEC. The term “Equity Common Shares” as used herein shall mean all capital stock of the Company or the Public Company, plus all rights, warrants, options, convertible preferred shares, indebtedness, exchangeable securities or other rights, exercisable for or convertible into, directly or indirectly, capital stock of the Company or the Public Company. Notwithstanding the above, “Equity Common Shares” shall not record include any transfer common shares of Securities on its books unless the Public Company issued pursuant to any incentive or stock option plan of the Public Company approved by the shareholders or the board of directors of the Public Company. For the avoidance of doubt, the Subscribers acknowledge and until agree that immediately after the Exchange Transaction, the Public Company intends to effect the Concurrent Placements in which the Public Company will raise $1,600,000 and issue 793,260 Public Company Shares and that such Transferee shall have complied with Public Company Shares are being included in the terms of this Section 1(g)Registration Statement.

Appears in 2 contracts

Samples: Subscription Agreement (Winner Medical Group Inc), Subscription Agreement (Winner Medical Group Inc)

Subscription. (a) The undersigned (“Subscriber”) Investor hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock (number of Units set forth on the “Securities”), of Boxabl, Inc., a Nevada corporation (signature page hereto at the “Company”), at a purchase price of $0.79 per share (the “Per Security Unit Purchase Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of aggregate purchase price for the Common Stock are as set forth in the Articles of Incorporation Units with respect to the Offering Statement of the Company filed with the SEC each Investor (the “Offering StatementPurchase Price)) is payable in the manner provided in Section 2(a) below. The minimum number of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500. (b) Subscriber Investor understands that the Securities Units are being offered pursuant to an offering circular the Form 1-A Regulation A Offering Circular dated [XXJuly ____, 2021] 2019 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on September ____, 2019 (collectively, the “Offering Circular”) ). The Investor is also urged to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which will be filed by the Company with the SEC as part pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Offering Statement. By executing this Subscription AgreementCompany with the SEC (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 exhibits thereto reviewed a copy of the SEC Reports and any other information required by the Subscriber Investor to make an investment decisiondecision with respect to the Units. The Company will accept tenders of funds to purchase the Units. 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 Units on the same date. (dc) The Subscriber’s This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to a Closing Date (as hereinafter defined)the Termination Date, by the Company at its sole and absolute discretion. 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 Units 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 within 30 days of such rejection Investor without interest and all of SubscriberInvestor’s obligations hereunder shall terminate. (e) The aggregate number of Securities sold shall not exceed 62,658,228 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (f) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities Units (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 6 5 hereof, which shall remain in full force and effect. (gd) 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, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any No transfer of Securities on this Agreement may be made without the consent of the Company, which may be withheld in its books unless sole and until such Transferee shall have complied with the terms of this Section 1(g)absolute discretion.

Appears in 2 contracts

Samples: Subscription Agreement (World Tree Usa, LLC), Subscription Agreement (World Tree Usa, LLC)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for 1.1. On the basis of the representations and agrees warranties and subject to purchase the Non-Voting Series A-1 Preferred Stock (the “Securities”), of Boxabl, Inc., a Nevada corporation (the “Company”), at a purchase price of $0.79 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights , the undersigned (the “Subscriber”) hereby irrevocably agrees to convert the entire amount of the Common Stock are as set forth principal and accrued interest due held by Subscriber in the Articles aggregate amount of Incorporation to $198,653.74, and as more specifically described in Exhibit 1 hereto (the Offering Statement “Debt”) into shares of Class B Convertible Preferred Stock of the Company filed with (such subscription and agreement to convert being the SEC “Subscription”), for an aggregate of 1,000,000 shares of Class B Convertible Preferred Stock of the Company (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (d) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (e) The aggregate number of Securities sold shall not exceed 62,658,228 (the “Maximum OfferingShares”). The features of the Class B Convertible Preferred Stock are contained in the Certificate of Designation for the creation of the Class B Convertible Stock, which has been delivered to, and approved by, Subscriber. 1.2. On the basis of the representations and warranties and subject to the terms and conditions set forth herein, the Company may accept subscriptions until ______, 2022, unless otherwise extended hereby irrevocably agrees to issue the Shares to the Subscriber in exchange for and upon the conversion of the Debt. The Subscriber hereby agrees that upon delivery of the Shares by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (f) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms provisions of this Subscription Agreement, all amounts outstanding under the Debt, including unpaid principal and any accrued interest will be fully satisfied and extinguished, and the Proxy Subscriber will remise, release and forever discharge the Company and its respective directors, officers, employees, successors, solicitors, agents and assigns from any and all obligations relating to the Debt and any prior or related obligation or agreement. Subscriber agrees to indemnify and hold harmless the Company for any loss, liability, claim, damage, or expense arising from or in Section 5connection with any claim relating to or arising out of any portion of the Debt. 1.3. Unless otherwise provided, substantially all dollar amounts referred to in this Subscription Agreement are in lawful money of the form set forth in Section 5. The Company shall not record any transfer United States of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g)America.

Appears in 2 contracts

Samples: Debt Conversion Agreement (Cross Click Media Inc.), Debt Conversion Agreement (Cross Click Media Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Class B Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablCalifornia Tequila, Inc., a Nevada California corporation (the “Company”), at a purchase price of $0.79 8.00 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000480. The rights of the Class B Non-Voting Common Stock are as set forth in the Certificate of Amendment of Articles of Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that StartEngine Primary, LLC (“StartEngine Primary”), which is serving as the Company’s broker-dealer in this offering, will assess a processing fee of 3.5% of the value of the shares subscribed for. This processing fee shall count against the per investor limit set out in Section 4(d)(ii) below. (c) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [May XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (d) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (e) The aggregate number of Securities sold shall not exceed 62,658,228 1,500,000, excluding the 150,000 shares that may be issued as “Bonus Shares” (as defined in the Offering Circular) (the “Maximum Offering”). The Company may accept subscriptions until [______, 2022], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (f) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 2 contracts

Samples: Subscription Agreement (California Tequila, Inc.), Subscription Agreement (California Tequila, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablBitzumi, Inc., a Nevada corporation Delaware Corporation (the “Company”), at a purchase price of $0.79 2.50 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The There is no minimum subscription is $1000subscription. The rights of the Common Stock are as set forth in the Articles of Incorporation Organization and Bylaws, which are Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] __________ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 4,000,000 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022___, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 400,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) 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 6 5 hereof, which shall remain in force and effect. (gf) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 2 contracts

Samples: Subscription Agreement (Bitzumi, Inc.), Subscription Agreement (Bitzumi, Inc.)

Subscription. (a) a. The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablMaverick Energy Group, Inc.Ltd., a Nevada corporation (the “Company”), at a purchase price of $0.79 0.20 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription purchase requirement per investor is 20,000 Offered Shares ($1000. The rights of 10,000); however, we can waive the Common Stock are as set forth minimum purchase requirement on a case-by-case basis in the Articles of Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)our sole discretion. (b) b. Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. (d) 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 within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (e) d. The aggregate number of Securities sold shall not exceed 62,658,228 100,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (f) 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 6 5 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 2 contracts

Samples: Subscription Agreement (Maverick Energy Group, Ltd.), Subscription Agreement (Maverick Energy Group, Ltd.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 A Preferred Stock (the “Securities”), of Boxabl, Inc., a Nevada corporation (the “Company”), at a purchase price of $0.79 0.14 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock are as set forth in the Articles of Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (d) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (e) The aggregate number of Securities sold shall not exceed 62,658,228 3,571,429 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (f) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 2 contracts

Samples: Subscription Agreement (Boxabl Inc.), Subscription Agreement (Boxabl Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock shares of common stock (the “Securities”), of BoxablDenver Moguls, Inc., Inc. a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 60 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $100060. The rights and preferences of the Common Stock common stock are as set forth in the Articles Company’s certificate of Incorporation incorporation found as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XXDATE], 2021] 2019 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 95,000 (the “Maximum Offering”). The Company may accept subscriptions on a continuous basis, until ______, 2022, unless otherwise extended the 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”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) 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 6 5 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 2 contracts

Samples: Subscription Agreement (Denver Moguls, Inc.), Subscription Agreement (Denver Moguls, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred shares of Common Stock (the “Securities”), of Boxabl, Inc.IdentifySensors Biologics Corp., a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 4.00 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights and preferences of the Common Stock are as set forth in the Articles Certificate of Incorporation Incorporation, as amended, included as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XXOctober __, 2021] 2020 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 12,500,000 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022the “Termination Date” (as defined below), unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering. The termination date 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”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) 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 6 5 hereof, which shall remain in force and effect. (gf) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 1 contract

Samples: Subscription Agreement (IdentifySensors Biologics Corp.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock (the “Securities”), of BoxablElectromedical Technologies, Inc., a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 0.71 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000250. The rights of the Common Stock are as set forth in the Articles Certificate of Incorporation and Bylaws included in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XXJanuary 30, 2021] 2018 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 7,042,254 (the “Maximum Offering”). The Company may accept subscriptions until ______January 30, 20222019, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 704,225 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) 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 6 5 hereof, which shall remain in force and effect. (gf) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 1 contract

Samples: Subscription Agreement

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred shares of Common Stock (the “Securities”), of Boxabl, Inc., StorEn Technologies Inc. a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 6.00 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000480.00. The rights and preferences of the Common Stock common stock are as set forth in the Articles Company’s certificate of Incorporation incorporation, found as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 2,000,000 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022on a continuous basis, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the 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”). (fe) 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 6 5 hereof, which shall remain in force and effect. (gf) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 1 contract

Samples: Subscription Agreement (StorEn Technologies Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Class A Common Stock (the “Securities”), of BoxablLegion M Entertainment, Inc., a Nevada corporation Delaware C Corporation (the “Company”), at a purchase price of $0.79 1.65 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $100039.60. The rights of the Class A Common Stock are as set forth in the Articles its Certificate of Incorporation Incorporation, as amended, as filed as an Exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that StartEngine Primary, LLC (“StartEngine Primary”), which is serving as the Company’s broker-dealer in this offering, will assess a processing fee of 3.5% of the value of the shares subscribed for. This processing fee shall count against the per investor limit set out in Section 4(d)(ii) below. (c) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering StatementStatement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription AgreementAgreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (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 within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (e) The aggregate number of Securities sold shall not exceed 62,658,228 15,501,515 shares of Class A Common Stock, including 3,030,303 Bonus Shares and 350,000 Promotional Shares (the “Maximum Offering”). The There is no minimum required offering amount and the Company may accept subscriptions until ______, 2022, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (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 6 5 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 1 contract

Samples: Subscription Agreement (Legion M Entertainment, Inc.)

Subscription. (a) There shall be only one subscription for the full amount of the IFC Bond. The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees Bank may request a Subscription by delivering to purchase IFC a request in the Non-Voting Series A-1 Preferred Stock (the “Securities”), form of Boxabl, Inc., a Nevada corporation (the “Company”)Schedule 2, at a purchase price of $0.79 per share least ten (10) Business Days before the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights proposed date of the Common Stock are subscription or within such other notice period as set forth in may be agreed between the Articles of Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)Bank and IFC. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC as part IFC shall make payment of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of Amount on a Business Day at a bank in New York for further credit to the Offering Circular and Offering Statement including exhibits thereto and Bank’s account at a bank in the Country or any other information required by place acceptable to IFC, as specified in the Subscriber Bank’s request for the Subscription. The Bank shall deliver to make an investment decisionIFC a signed receipt in the form of Schedule 3 within five (5) days of receiving the Subscription Amount. (dc) The Subscriber’s subscription may be accepted IFC may, by written notice to the Bank, suspend or rejected cancel the right of the Bank to request the Subscription in whole or in part, at with immediate effect: (i) if the Subscription has not been made by March 31, 2007; (ii) if any time prior Event of Default has occurred and is continuing; or (iii) if any event or condition has occurred which has a Material Adverse Effect. Upon any cancellation, the Bank shall, subject to a Closing Date paragraph (as hereinafter defined)e) of this Section 3.02, pay to IFC all fees and other amounts accrued (whether or not then due and payable) under this Agreement up to the date of that cancellation. (d) Upon written request by the Company at its sole discretion. In additionBank, IFC shall cancel the Company, at its sole discretion, may allocate to Subscriber only a unpaid portion of the number Subscription Amount with effect as of Securities Subscriber the date specified in that request (not to be earlier than thirty (30) days after the date of the request) provided that, subject to paragraph (e) of this Section 3.02, IFC has subscribed for. The Company will notify Subscriber whether this subscription is accepted received all fees and other amounts accrued (whether in whole or in partnot then due and payable) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned under this Agreement up to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminatethat specified date. (e) The aggregate number In the case of Securities sold shall not exceed 62,658,228 partial cancellation of the Subscription pursuant to paragraph (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering c) or (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion d) of this offeringSection 3.02, interest on various dates at or prior to the Termination Date amount then outstanding of the IFC Bond remains payable as provided in Section 3.03 (each a “Closing Date”Interest). (fi) In Upon the event disbursement and payment by IFC under subsection (b) above and the receipt by the Bank of rejection the Subscription Amount, the Bank shall issue and deliver to IFC, or its authorized designate as IFC shall direct in writing, a Letter of Allotment for the interim period from the date of disbursement to: (A) the date of issuance of the bond certificate, in form and in substance satisfactory to IFC (such bond certificate to be issued within one (1) calendar month from the date of the receipt by the Bank of the Subscription Amount); or (B) the date of the electronic credit in dematerialized form of the IFC Bond to IFC’s custodian account detailed in Section 3.02(f)(iv) (provided that the time period for such electronic credit to the custodian account shall not exceed seven (7) days from the date of the Subscription); evidencing valid title to the IFC Bond for the amount for which such payment is made so issued free from any liens or preemptive rights. (ii) To the extent that a bond certificate is issued it shall clearly state that the provisions of this subscription Agreement form an inherent part of the bond certificate and are incorporated by reference and deemed to be part of the bond certificate as if such provisions had been set forth in its entiretytheir entirety therein. (iii) The bond certificate, the certificate/documents mentioned in Section 3.02 (f)(i)(B), and this Agreement shall also be appropriately stamped by the Bank in accordance with the statutory and regulatory requirements under the relevant laws applicable to the Bank. (iv) The Bank, if specifically requested, shall provide evidence to IFC either (A) that the bond certificate has been delivered by the Bank for deposit with such IFC office or custodian account as IFC shall direct in writing, or in (B) that the event the sale electronic credit of the Securities (IFC Bond has been made to IFC’s following custodian account: Hong Kong & Shanghai Banking Corporation Limited Hong Kong Bank Central Services Center Xxxxx Xxxx Xxxxx Xxxx Worli, Mumbai, India 400 030 Attn: Custody Services Department BIC: XXXXXXXXXXX Security Account: C61V-IFC Bond Subscription Sub Account: 000-000000-000 Reference: ICICI Bank Limited, # 25492 IND or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force such account as IFC may direct in writing on or effect, except for Section 6 hereof, which shall remain in force and effectbefore the date of the Subscription. (g) The terms of this Subscription Agreement shall In the event that the bond certificate is lost or misplaced, then the same will 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 reissued by the representations Bank (and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially at its own cost in the form set forth in Section 5. The Company shall not record any transfer event the bond certificates are lost or misplaced by the Bank) within thirty (30) days of Securities on its books unless and until such Transferee shall have complied with a receipt of a written request for the terms of this Section 1(g)same made by IFC.

Appears in 1 contract

Samples: Subscription Agreement

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock membership interests (the “Securities” or “Shares), ) of Boxabl, Inc.Series [XXX], a Nevada corporation Series of Investables Projects LLC, a Delaware limited liability company (the “Company”), at a purchase price of $0.79 [XX.XX] per share Share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000[XXX].00 or [XXX] Shares. The rights and preferences of the Common Stock shares are as set forth in the Articles Limited Liability Company Agreement of Incorporation Investables Projects LLC, dated August 25, 2022, as amended from time to time (the “Operating Agreement”) and the Series Designation for Series [XXX] each of which is filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021XXX] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. 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 including 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). (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder related to such rejected subscription shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 [XXX] (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). [Providing that subscriptions for 1,265,883 XXX Securities are received (the “Minimum Offering”), the ]The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) 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 6 5 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 1 contract

Samples: Subscription Agreement (Investables Projects LLC)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablOi2Go Media Technologies, Inc., a Nevada Florida corporation (the “Company”), at a purchase price of $0.79 10.00 per share (the “Per Security Price”), ) with a minimum purchase of 25 shares or $250 or higher subject to the discretionary of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock are as set forth in the Articles Certificate of Incorporation Incorporation, as amended, included in the Exhibits to the Offering Statement Circular of the Company company filed with the SEC (the “Offering StatementCircular”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] _______________________________ (the “Offering Circular”) ), filed with the SEC as part of the Offering StatementCircular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto the Exhibits thereto, and any other information required by the Subscriber to make an investment decision. (dc) 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. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 5,000,000 shares of Common Stock (the “Maximum Offeringmaximum number of shares”). The Company may accept subscriptions until ______, 2022_______________________, unless otherwise the earliest of 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. Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) 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 6 5 hereof, which shall remain in force and effect. (gf) 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, including and the Proxy Company consents to the transfer in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g)sole discretion.

Appears in 1 contract

Samples: Subscription Agreement (Oi2Go Media Technologies, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of Boxabl, Inc.XTI Aircraft Company, a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 1.50 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000450. The rights of the Common Stock are as set forth in the Articles Certificate of Incorporation of the Company, which is available as an Exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 15,000,000 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022[DATE], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the 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”). (fe) 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 6 5 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 1 contract

Samples: Subscription Agreement (XTI Aircraft Co)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of Boxabl, Inc., AtomBeam Technologies Inc. a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 8.00 per share Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is 81 shares of Common Stock or $1000648 plus a 3.5% transaction fee. The rights and preferences of the Common Stock are as set forth in the Articles Company’s Certificate of Incorporation and the amendment thereto included as exhibits 2.1 and 2.2 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that StartEngine Primary, LLC (“StartEngine Primary”), which is serving as the Company’s broker-dealer in this offering, will assess a processing fee of 3.5% of the value of the shares subscribed for. This processing fee shall count against the per investor limit set out in Section 4(d)(ii) below. (c) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering StatementStatement (SEC File No. 024-12417), as may be amended from time to time. By executing this Subscription AgreementAgreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (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 within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (e) The aggregate number of Securities sold shall not exceed 62,658,228 $20,000,000 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (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 6 5 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 1 contract

Samples: Subscription Agreement (AtomBeam Technologies Inc.)

Subscription. (a) a. The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “SecuritiesStock”) of LIST MOVIE PRODUCTION, LLC. (the “Issuer”), a Limited Liability Company, organized under the state of BoxablMississippi, Inc., a Nevada corporation (for the “Company”), at a purchase price principal amount of $0.79 per share (the “Per Security Price”)$ , upon the terms and conditions set forth herein. The minimum subscription is $1000. Securities being subscribed, under this Offering Agreement herein, to a security interest through the purchase of Common Stock (“Stock”), also referred to as the “Securities.” The rights and preferences of the Common Stock Securities are as set forth in the Issuer’s Articles or Bylaws and any description of Incorporation to the Securities that appears in the Offering Statement of the Company filed with the SEC (the “Offering Statement”)Materials is qualified in its entirety by such document. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. b. By executing this Subscription Offering Agreement, Subscriber acknowledges that Subscriber has received this Subscription Offering Agreement, copies a copy of the Offering Circular and Offering Statement including exhibits thereto Memorandum of the Issuer filed with the SEC and any other information required by the Subscriber to make an investment decision. (d) The Subscriber’s subscription c. This Subscription may be accepted or rejected in whole or in part, part at any time prior to a Closing Date (as hereinafter defined), ) by the Company Issuer (also referred to as a Creator) at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company Issuer will notify the Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest interest, and all of Subscriber’s obligations hereunder shall terminate. (e) d. The aggregate number principal amount of Securities sold shall not exceed 62,658,228 $2,000,000.00 (the “Maximum Offering”). The Company Issuer may accept subscriptions until ______January 15, 2022, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering 2023 (the “Termination Date”). Providing that subscriptions for 1,265,883 $500,000.00 Securities are received (the “Minimum Target Offering”), the Company Issuer may elect at any time to close all or any portion of this offering, offering on various dates at or prior to the Termination Date (each a “Closing Date”). (f) 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 Offering Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 1 contract

Samples: Offering Agreement

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablCoherix, Inc., a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 6.00 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $10001,200.00. The rights of the Common Stock are as set forth in the Amended and Restated Articles of Incorporation Incorporation, which is an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX__________ __, 2021] 201_ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 2,500,000 (the “Maximum Offering”). The Company may accept subscriptions until __________ __, 2022201_, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the 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”). (fe) 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 6 5 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 1 contract

Samples: Subscription Agreement (Coherix Inc)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock Common Stock, no par value (the “Securities”), of Boxabl, Olive Tree People Inc., a Nevada California corporation (the “Company”), at a purchase price of $0.79 1.25 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000100.00. The rights of the Common Stock are as set forth in the Articles Article of Incorporation Incorporation, as amended, filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XXJuly 28, 2021] 2021 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 12,000,000 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) 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 6 5 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 1 contract

Samples: Subscription Agreement

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Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 A Preferred Stock (the “Securities”), of Boxabl, Boxabl Inc., a Nevada corporation (the “Company”), at a purchase price of $0.79 0.014 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Series A Preferred Stock are as set forth in the Articles of Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (d) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (e) The aggregate number of Securities sold shall not exceed 62,658,228 35,714,286 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (f) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy Joinder to the Stockholder Agreement in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 1 contract

Samples: Subscription Agreement (Boxabl Inc.)

Subscription. (a) a. The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of Boxabl, Inc.BioQuest Corp., a Nevada corporation (the “Company”), at a purchase price of $0.79 1.00 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription purchase requirement per investor is 500 Offered Shares ($1000. The rights of 500); however, we can waive the Common Stock are as set forth minimum purchase requirement on a case-by-case basis in the Articles of Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)our sole discretion. (b) b. Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. (d) 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 within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (e) d. The aggregate number of Securities sold shall not exceed 62,658,228 10,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (f) 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 6 5 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 1 contract

Samples: Subscription Agreement (Bioquest Corp)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 M Preferred Stock (the “Securities”), of Boxabl, OriginClear Inc., a Nevada corporation (the “Company”), at a purchase price of $0.79 25.00 per share (the “Per Security Price”), provided that a Subscriber must purchase shares in the amount of the minimum investment, $500 (20 shares), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights and preferences of the Common Series M Preferred Stock are as set forth in the Articles form of Incorporation Certificate of Designation of Series M Preferred Stock included as Exhibit 4.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). Subject to the terms of the Offering Statement (including, without limitation, the right of the selling stockholder to withdraw from such arrangement at any time), 4.275% of the Securities purchased hereunder will be purchased from the selling stockholder named thereunder. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX____, 2021] 2020 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 800,000 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, 2021 unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) 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 6 5 hereof, which shall remain in force and effect. (gf) 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 Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 1 contract

Samples: Subscription Agreement (Originclear, Inc.)

Subscription. (a) 2.1. The undersigned (“Subscriber”) Subscriber hereby irrevocably subscribes confirms its irrevocable subscription for and agrees offer to purchase the Non-Voting Series A-1 Preferred Stock (Purchased Securities from the “Securities”)Corporation, of Boxabl, Inc., a Nevada corporation (the “Company”), at a purchase price of $0.79 per share (the “Per Security Price”), upon on and subject to the terms and conditions set forth hereinout in this Agreement, for the aggregate Subscription Price. 2.2. The minimum subscription is $1000. 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 Articles a larger offering of Incorporation up to the Offering Statement of the Company filed with the SEC 30,000,000 Shares (the “Offering StatementOffered 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 [XX, 2021] (and the “Offering Circular”) filed with the SEC as part proceeds of the Offering Statement. By executing will be immediately available to the Corporation; (c) this Subscription Agreementsubscription is subject to rejection, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required acceptance or allotment by the Subscriber to make an investment decision. (d) The Subscriber’s subscription may be accepted 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 within 30 days receipt of such rejection without interest all applicable regulatory approvals; (d) the Offered Securities will be issued on a private placement basis to qualified purchasers pursuant to exemptions from the prospectus and all registration requirements under the Applicable Securities Laws. In Canada, the Offered Securities will be subject to a hold period of Subscriber’s obligations hereunder shall terminate.four months and one day following the Closing Date; and (e) The aggregate number 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 62,658,228 (Laws, the “Maximum Offering”). The Company Corporation may accept subscriptions until ______, 2022, unless otherwise extended by pay a finder’s fee to individuals or companies who refer investors who participate in the Company Offering in an amount that the Corporation in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (f) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereofdetermine, which shall remain fee will be payable in force and effectpayable in cash and/or securities. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 1 contract

Samples: Common Share Subscription Agreement (Perkins Rowland)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred shares of Class B Common Stock (the “Securities”), of BoxablParallel Flight Technologies, Inc., Inc. a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 4.67 per share (the “Per Security Price”), upon the terms and conditions set forth hereinplus $0.1635 per share which each investor shall pay directly to StartEngine Primary as a processing fee, up to a maximum of $700 per investor . The minimum subscription is $1000499.69 , plus the 3.5% processing fee referred to above . The rights and preferences of the Common Stock common stock are as set forth in the Articles Company’s certificate of Incorporation incorporation, as amended, found as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XXDATE], 2021] 2020 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 1,605,995 (the “Maximum Offering”). The Company may accept subscriptions on a continuous basis, until ______, 2022, unless otherwise extended the 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”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) 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 6 4 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 1 contract

Samples: Subscription Agreement (Parallel Flight Technologies, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Class C Common Stock (the “Securities”), of BoxablPuraverde, Inc., a Nevada an Oklahoma corporation (the “Company”), at a purchase price of $0.79 1.50 per share of Class C Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000750. The rights of the Common Stock Securities are as set forth in the Articles certificate of Incorporation and the Bylaws filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 33,333,333, excluding the 3,333,333debit c shares that may be issued for no additional consideration as “Bonus Shares” (as defined in the Offering Circular) (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) 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 6 5 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 1 contract

Samples: Subscription Agreement (Puraverde Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of Boxabl, Inc.Seismic Capital Company, a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 5.50 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $10001,000. The rights of the Common Stock are as set forth in the Articles Certificate of Incorporation which appears as an Exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 8,909,901 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) 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 6 5 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 1 contract

Samples: Subscription Agreement (Seismic Capital Co)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock membership interests, which we refer to herein as shares (the “Securities”)) of Common Stock, a Series of BoxablAC Partners, Inc., a Nevada corporation (the “Company”), at a purchase price of $0.79 $ ____________ per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000______________, or ________________________ shares. The rights and preferences of the Common Stock shares are as set forth in the Articles Corporation Agreement of Incorporation AC Partners, Inc. dated ______________________, 2024, as amended from time to time (the “Operating Agreement”), and the Series Designation for Common Stock described in the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XXAugust 1, 2021] 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreementsubscribing to the Offering, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. 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). (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 ____________________ (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) 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 6 5 hereof, which shall remain in force and effect. (gf) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 1 contract

Samples: Subscription Agreement (AC Partners, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock common shares (the “Securities”), of BoxablDeep Green Waste & Recycling, Inc., a Nevada corporation Wyoming Corporation (the “Company”), at a purchase price of $0.79 0.25 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $10001,250. The rights and preferences of the Common Stock common shares are as set forth in the Articles Company’s Amended and Restated Certificate of Incorporation to and Bylaws attached as Exhibits 0X-0X, 0X-0X, 0X-0, 0X-0 and 1A-12to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XXApril 24, 2021] 2018 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 10,000,000 (the “Maximum Offering”). The Company may accept subscriptions until ______July 31, 20222018, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 2,000,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) 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 6 5 hereof, which shall remain in force and effect. (gf) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 1 contract

Samples: Subscription Agreement (Deep Green Waste & Recycling, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablStartEngine Crowdfunding, Inc., a Nevada corporation Delaware Corporation (the “Company”), at a purchase price of $0.79 5 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000500. The rights of the Common Stock are as set forth in the Articles Second Amended and Restated Certificate of Incorporation and Bylaws included in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021___________] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 1,000,000 (the “Maximum Offering”). The Company may accept subscriptions until [______, 2022_________], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the 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”). (fe) 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 6 5 hereof, which shall remain in force and effect. (gf) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 1 contract

Samples: Subscription Agreement (Startengine Crowdfunding, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock Class A Common Stock, par value $0.0001 (the “Securities”), of Boxabl, Inc.GenesisAI Corporation, a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 4.25 per share of the Securities (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription per Subscriber is $1000117 shares of the Securities. The rights of the Common Stock Securities are as set forth in the Articles Certificate of Incorporation included as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 20212022] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 17,647,058 shares issued for cash consideration (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the 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”). (fe) 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 6 5 hereof, which shall remain in force and effect. (gf) 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 terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 1 contract

Samples: Subscription Agreement (GenesisAI Corp)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablKPISoft, Inc., a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 4.00 per share (the “Per Security Price”), ) with a minimum purchase of 50 shares or $200 or higher subject to the discretionary of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock are as set forth in the Articles Certificate of Incorporation Incorporation, as amended, included in the Exhibits to the Offering Statement Circular of the Company company filed with the SEC (the “Offering StatementCircular”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] _______________________________ (the “Offering Circular”) ), filed with the SEC as part of the Offering StatementCircular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto the Exhibits thereto, and any other information required by the Subscriber to make an investment decision. (dc) 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. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 10,000,000 shares of Common Stock (the “Maximum Offeringmaximum number of shares”). The Company may accept subscriptions until ______, 2022_______________________, unless otherwise the earliest of 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. Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) 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 6 5 hereof, which shall remain in force and effect. (gf) 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, including and the Proxy Company consents to the transfer in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g)sole discretion.

Appears in 1 contract

Samples: Subscription Agreement (KPISoft, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), ) of BoxablAbundant Robots, Inc., a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 2.67 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000187 shares of Common Stock. The rights of the Common Stock are as set forth in the Articles Certificate of Incorporation included as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (d) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (e) The aggregate number of Securities sold shall not exceed 62,658,228 7,490,637 shares issued for cash consideration with an additional 1,498,127 issuable pursuant to the terms of the “Bonus Shares” as set out in the Offering Circular (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (f) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 1 contract

Samples: Subscription Agreement (Abundant Robots, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock membership interests, which we refer to herein as shares (the “Securities”), ) of Boxabl, Inc.[SERIES NAME], a Nevada corporation Series of StartEngine Collectibles Fund II LLC, a Delaware limited liability company (the “Company”), at a purchase price of $0.79 10.00 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000500, or 50 shares. The rights and preferences of the Common Stock shares are as set forth in the Articles Limited Liability Company Agreement of Incorporation StartEngine Collectibles Fund II LLC dated October 26, 2021, as amended from time to time (the “Operating Agreement”), and the Series Designation for [SERIES NAME] described in the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreementsubscribing to the Offering, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. 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). (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 $[ ] (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) 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 6 5 hereof, which shall remain in force and effect. (gf) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 1 contract

Samples: Subscription Agreement (StartEngine Collectibles Fund II LLC)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase, at a purchase the Non-Voting Series A-1 Preferred Stock price of $10.00 per share (the “SecuritiesOffering Price”) shares of common stock (the “Shares”), par value $0.001 per share (the “Common Stock”), of BoxablLion Power Systems (NV), Inc., a Nevada corporation (the “Company”),” and, at a purchase price of $0.79 per share (together with the Subscriber, the “Per Security PriceParties”), upon the terms and conditions set forth hereinin this Subscription Agreement (“Agreement”) and in the amount set forth on the signature page of this Agreement. The minimum subscription total amount for which the Subscriber will pay for each Share plus the Investor Processing Fee is effectively $1000. The rights of 10.35. (b) Subscriber understands that the Common Stock Shares are as set forth being offered pursuant to an offering circular dated [_____], 2024 (the “Offering Circular”) included in the Articles of Incorporation to the Offering Statement offering statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber he, she or it has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, by the Company, in its sole discretion, at any time prior to before a Closing Date (as hereinafter defineddefined below), by the Company at its sole discretion. In addition, the Company, at in 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 his, her or its subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof thereof, if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall under this Agreement will terminate. (ed) The aggregate number of Securities Shares sold shall will not exceed 62,658,228 (the “Maximum Offering”)2,000,000 Shares. The Company may accept subscriptions until ______, 2022, unless otherwise extended by the earliest of (i) the 180th day after the date as of which the SEC qualifies the Offering Statement (or such later day as the Company determines, if, in its sole discretion discretion, it extends the offering of the Shares (the “Offering”), (ii) the date as of which all Shares offered by the Offering Circular have been sold and (iii) any such earlier time as the Company may determine in accordance with applicable SEC regulations for its sole discretion, regardless of the number of Shares sold and the amount of capital raised (the earliest of such other period required to sell the Maximum Offering (dates, the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offeringthe Offering, on various dates at or prior to before the Termination Date (each each, a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event if the sale of the Securities Shares (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall will have no force or effect, except for Section 6 5 hereof, which shall will remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 1 contract

Samples: Subscription Agreement (Lion Power Systems (NV), Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Units, each comprising .7 share of Series A Preferred Stock, par value $0.00001 per share, and .3 share of Common Stock, par value $0.00001 per share, from certain of the Non-Voting Series A-1 Preferred Stock Company’s stockholders named in the Offering Statement (collectively, the “Selling Stockholders” and such Units, the “Securities”), of BoxablLife Spectacular, Inc., a Nevada corporation Delaware corporation, d/b/a Proven Skincare (the “Company”), at a purchase price of $0.79 6.60 per share unit (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000990; thereafter Securities shall be subscribed for in increments of 10 Units. The rights of the Common Stock and Series A Preferred Stock are as set forth in amended and restated certificate of incorporation of the Articles of Incorporation Company filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 (the “Maximum Offering”)9,090,909 Units. The Company must receive $400,000 in aggregate subscriptions of Securities before it can close on such subscriptions and the Company may thereafter accept subscriptions until ______, 2022, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) 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 6 5 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 1 contract

Samples: Subscription Agreement (Life Spectacular, Inc.)

Subscription. (a) a. The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred shares of Common Stock (the “Shares” or “Securities”), of BoxablAvra, Inc., a Nevada corporation (the “Company”), at a purchase price of $0.79 0.02 per share of Common Stock (the “Per Security Purchase Price”), upon the terms and conditions set forth herein. The minimum subscription investment is 50,000 Shares ($1000. The rights of the Common Stock are as set forth in the Articles of Incorporation to the Offering Statement of 1,000); however, the Company filed with can waive the SEC (the “Offering Statement”)minimum purchase requirement on a case-by-case basis in its sole discretion. (b) b. Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC U.S. Securities and Exchange Commission (the “SEC”) as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto Circular, and any other information required by the Subscriber to make an investment decision. (d) 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 within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (e) d. The aggregate number of Securities sold for the Company shall not exceed 62,658,228 50 million (50,000,000) shares (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (f) 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 6 5 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 1 contract

Samples: Subscription Agreement (Avra Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock shares of common stock (the “Securities”), of BoxablLog Angeles Drive, Inc., Inc. a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 60 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $100060. The rights and preferences of the Common Stock common stock are as set forth in the Articles Company’s certificate of Incorporation incorporation found as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XXDATE], 2021] 2019 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 95,000 (the “Maximum Offering”). The Company may accept subscriptions on a continuous basis, until ______, 2022, unless otherwise extended the 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”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) 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 6 5 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 1 contract

Samples: Subscription Agreement (Los Angeles Drive, Inc.)

Subscription. (a) The undersigned (the SubscriberPurchaser”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock (number of Shares of the “Securities”)Company inserted above, of Boxablfor the aggregate price inserted above, Inc., a Nevada corporation (the “Company”), at a purchase price of $0.79 per share (the “Per Security Price”), upon all in accordance with the terms and conditions set forth herein. The minimum subscription is $1000. The rights of this Subscription Agreement and the Common Stock are Private Placement Memorandum dated January 1, 2023, as set forth in the Articles of Incorporation same may be amended or supplemented from time to time, including the Offering Statement of the Company filed with the SEC exhibits thereto (collectively, the “Offering StatementMemorandum”). (b) Subscriber understands The Purchaser acknowledges and agrees that the Securities are being offered pursuant this subscription cannot be withdrawn, terminated or revoked. The Purchaser agrees to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC as part become a shareholder of the Offering StatementCompany if the Company, in its sole and absolute discretion, accepts any portion of this subscription. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required This subscription is not transferable or assignable by the Subscriber Purchaser. (c) This subscription may be rejected as a whole or in part by the Company in its sole and absolute discretion. If this subscription is rejected, the Purchaser’s funds shall be returned to make an investment decisionthe extent of such rejection, without interest, charge or deduction. This subscription shall be binding on the Company only upon acceptance by the Company and to the extent of such acceptance. (d) The SubscriberNeither the execution nor the acceptance of this Subscription Agreement alone constitutes the Purchaser as a shareholder of the Company. This is an agreement to purchase the Shares on a when issued basis; and the Purchaser will become a Shareholder only when the Purchaser’s subscription may be accepted or rejected in whole or in part, at any time prior funds are transferred to a Closing Date (as hereinafter defined), by the operating account of the Company at its sole discretionand after all other procedural requirements of the offering of the Shares (this “Offering”) have been completed. In additionUntil that time, the Company, at its sole discretion, may allocate to Subscriber Purchaser shall have only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether rights set forth in this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminateSubscription Agreement. (e) The aggregate number of Securities sold shall not exceed 62,658,228 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended Purchaser’s rights and responsibilities will be governed by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (f) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force terms and effect. (g) The terms conditions of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5Memorandum. The Company shall will rely upon the information provided by the Purchaser in this Subscription Agreement to confirm that the Purchaser is either (i) an accredited investor as that term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) or (ii) not record any transfer a “U.S. person” as defined in Rule 901(k) of Regulation S promulgated under the Securities on its books unless and until such Transferee shall have complied with the terms of Act. Only a Purchaser who is either an accredited investor or not a “U.S. person” may invest in this Section 1(g)Offering.

Appears in 1 contract

Samples: Subscription Agreement (Genufood Energy Enzymes Corp.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Non- Voting Series A-1 Preferred Stock (the “Securities”), of Boxabl, Inc., a Nevada corporation (the “Company”), at a purchase price of $0.79 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock are as set forth in the Articles of Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (d) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (e) The aggregate number of Securities sold shall not exceed 62,658,228 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (f) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 1 contract

Samples: Subscription Agreement

Subscription. (a) a. The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablNo Borders, Inc., a Nevada corporation (the “Company”), at a purchase price of $0.79 0.007 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock are as set forth in the Articles of Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) b. Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. (d) 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 within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (e) d. The aggregate number of Securities sold shall not exceed 62,658,228 300,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (f) 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 6 5 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 1 contract

Samples: Subscription Agreement (No Borders, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablBacTech Environmental Corporation, Inc., a Nevada an Ontario Canada corporation (the “Company”), at a purchase price of $0.79 0.015 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription purchase requirement per investor is 1,000,000 Offered Shares ($1000. The rights of 15,000); however, we can waive the Common Stock are as set forth minimum purchase requirement on a case-by-case basis in the Articles of Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)our sole discretion. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 66,666,667 shares (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the 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”). (fe) 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 6 5 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 1 contract

Samples: Subscription Agreement (BacTech Environmental Corp)

Subscription. (a) The undersigned (“Subscriber”) Investor hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock (number of Shares set forth on the “Securities”), of Boxabl, Inc., a Nevada corporation (signature page hereto at the “Company”), at a purchase price of $0.79 per share (the “Per Security Share Purchase Price”), upon the terms and conditions set forth herein. The minimum subscription aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is $1000payable in the manner provided in Section 2(a) below. The rights minimum number of Shares that the Common Stock Investor may purchase is one shares for a subscription price of $250.00. (b) Investor understands that the Shares are as set forth in the Articles of Incorporation being offered pursuant to the Form 1-A Regulation A Offering Statement of Circular dated ______________ and its exhibits as filed with and qualified by the Company Securities and Exchange Commission (the “SEC”) on __________________ and the FORM 1-A Post Qualification Offering Circular filed with the SEC on __________________ ( the “Offering Circular”). The Investor is also urged to review the Company’s various forms and documents filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XXall such reports, 2021] (the “Offering Circular”) filed together with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular 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 exhibits thereto reviewed a copy of the 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. (dc) The Subscriber’s This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to a Closing Date (as hereinafter defined)the Termination Date, by the Company at its sole and absolute discretion. 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 within 30 days of such rejection Investor without interest and all of SubscriberInvestor’s obligations hereunder shall terminate. (e) The aggregate number of Securities sold shall not exceed 62,658,228 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (f) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities 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 6 5 hereof, which shall remain in full force and effect. (gd) 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, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any No transfer of Securities on this Agreement may be made without the consent of the Company, which may be withheld in its books unless sole and until such Transferee shall have complied with the terms of this Section 1(g)absolute discretion.

Appears in 1 contract

Samples: Subscription Agreement (Bran Urban Growth Fund LLC)

Subscription. (a) a. The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablCocannco, Inc., a Nevada Colorado corporation (the “Company”), at a purchase price of $0.79 1.00 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription purchase requirement per investor is 250 Offered Shares ($1000. The rights of 250.00); however, we can waive the Common Stock are as set forth minimum purchase requirement on a case-by-case basis in the Articles of Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)our sole discretion. (b) b. Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. (d) 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 within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (e) d. The aggregate number of Securities sold shall not exceed 62,658,228 50,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (f) In e. Xx 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 6 5 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 1 contract

Samples: Subscription Agreement (Cocannco, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of Boxabl, Inc.Rayton Solar, a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 1.52 per share (the “Per Security Price”Price”)(in a minimum amount of $500), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock are as set forth in the Articles Certificate of Incorporation Incorporation, as amended, included in the Exhibits to the Offering Statement of the Company company filed with the SEC (the “Offering Statement”)., (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XXNovember __, 2021] 2016 (the “Offering Circular”) ), filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto the Exhibits thereto, and any other information required by the Subscriber to make an investment decision. (dc) 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. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 32,894,736 shares of Common Stock (the “Maximum Offeringmaximum number of shares”). The Company may accept subscriptions until ______, 20222017, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the 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”). (fe) 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 6 5 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 1 contract

Samples: Subscription Agreement (Rayton Solar Inc.)

Subscription. (a) The undersigned Purchaser hereby tenders to the Company this Subscription Agreement which, upon acceptance by the Company, will constitute an irrevocable agreement of the Purchaser to purchase from the Company and, of the Company to sell to the Purchaser, the number of subscription receipts of the Company (“SubscriberSubscription Receipts”) hereby irrevocably subscribes for and agrees to purchase set out on the Non-Voting Series A-1 Preferred Stock face page hereof (the “Purchaser’s Securities”) at the price of $0.60 per Purchaser’s Security (the “Purchase Price”), all on the terms and subject to the conditions set out in this Subscription Agreement. Each Subscription Receipt shall be automatically exercised (without any further action by the holders thereof) for one unit of Boxablthe Company (a “Unit”) without payment of any consideration in addition to the Purchase Price of such Subscription Receipt, Inc., upon the completion of the acquisition of the La Libertad gold mine in Nicaragua (“La Libertad”) and a Nevada corporation 60% interest in the Cerro Quema gold deposit in Panama (the “CompanyAcquisition”) on terms previously disclosed and otherwise reasonably acceptable to the Underwriters, including, for greater certainty, the delivery to the Underwriters of a favourable legal opinion with respect to title of La Libertad (the “Escrow Condition”), at . Each Unit will consist of one common share of the Company (a “Common Share”) and one-half of one common share purchase warrant (each whole common share purchase warrant a “Warrant”). Each Warrant shall entitle the holder to purchase one common share of the Company (a “Warrant Share”) for a purchase price of $0.79 per share 0.80 until the earlier of (i) two years following the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock are as set forth in the Articles of Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (d) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by and (ii) at the Company at its sole discretion. In addition, option of the Company, the date that is 30 days following provision of notice to warrantholders from the Company that the closing price of its common shares on the TSX (as hereinafter defined) has been at its sole discretionleast $1.20 for 30 consecutive trading days (such notice not to be provided prior to the date which is four months and one day following the Closing Date), may allocate subject to Subscriber only a portion adjustment in certain events. The gross proceeds of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted Offering less the Underwriters’ Commission (whether in whole or in partas hereinafter defined) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejectedthe “Escrowed Proceeds”) will be returned held in escrow on behalf of the Purchasers by an escrow agent acceptable to Subscriber within 30 days the Lead Underwriter in an interest bearing account. The Escrowed Proceeds (and accrued interest) will be released to the Company upon satisfaction of such rejection without interest and all of Subscriber’s obligations hereunder the Escrow Condition, at which time each Subscription Receipt shall terminate. automatically be exercised for one Unit. If the Escrow Condition is not satisfied on or before 5:00 p.m. (eToronto time) The aggregate number of Securities sold shall not exceed 62,658,228 on July 31, 2006 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum OfferingEscrow Deadline”), the Escrowed Proceeds (plus accrued interest) shall be used by the Company may elect to repurchase the Subscription Receipts at any time to close all or any portion of this offering, on various dates at or prior a redemption price per Subscription Receipt equal to the Termination Date (each Purchase Price thereof plus a “Closing Date”). (f) In the event pro rata amount of rejection of this subscription any interest accrued in its entirety, or in the event the sale respect of the Securities Escrowed Proceeds to the date of redemption. To the extent that the Escrowed Proceeds (plus accrued interest) are not sufficient to purchase all of the Subscription Receipts, the Company will contribute such amounts as are necessary to satisfy any shortfall. The Subscription Receipts shall be created and issued pursuant to a subscription receipt agreement (the “Subscription Receipt Agreement”) to be entered into between Equity Transfer Services Inc. (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall such other trust company as may 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 the Lead Underwriter), in its sole discretioncapacity as subscription receipt agent thereunder, pursuant the Lead Underwriter and the Company to which be dated as of the proposed Transferee Closing Date (as hereinafter defined). The specific attributes of the Subscription Receipts shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5the Subscription Receipt Agreement. The Warrants shall be created and issued pursuant to a warrant indenture (the “Warrant Indenture”) to be entered into between Equity Transfer Services Inc. (or such other trust company as may be acceptable to the Company and the Lead Underwriter), in its capacity as warrant agent thereunder and the Company to be dated as of the Closing Date. The specific attributes of the Warrants shall not record any transfer be set forth in the Warrant Indenture. The Purchaser (and, if applicable, such others on behalf of Securities on its books unless whom it is contracting hereunder) acknowledges and until such Transferee shall have complied with agrees that the terms rights of this Section 1(g)the holders of the Subscription Receipts may be modified under the Subscription Receipt Agreement pursuant to an extraordinary resolution approved either by holders of Subscription Receipts representing at least 66 2/3% of the outstanding Subscription Receipts that attend or are represented at a duly convened meeting of Subscription Receipt holders or by written consent of holders of Subscription Receipts representing at least 66 2/3% of the outstanding Subscription Receipts.

Appears in 1 contract

Samples: Subscription Agreement (Yamana Gold Inc)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock shares of common stock, par value $0.0001 per share (the “Securities”), ) of BoxablAeris Biotechnologies, Inc., a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 1.00 per share (the “Per Security Price”), provided that a Subscriber must purchase the Securities in at least the amount of the minimum investment of $500 (500 shares of Securities), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock are as set forth in the Articles of Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX____, 2021] 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement of the Company filed with the SEC (the “Offering Statement”). By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 15,000,000 Securities (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, 2023 unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the 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”). (fe) In the event of rejection of this subscription in its entirety, or in the event that 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 6 5 hereof, which shall remain in force and effect. (gf) 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 Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 1 contract

Samples: Subscription Agreement (Aeris Biotechnologies, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for Subscriber acknowledges and agrees to purchase that this subscription (i) is irrevocable on the Non-Voting Series A-1 Preferred Stock (the “Securities”), of Boxabl, Inc., a Nevada corporation (the “Company”), at a purchase price of $0.79 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock are as set forth in the Articles of Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription AgreementSubscriber, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required (ii) is conditioned upon acceptance by the Subscriber to make an investment decision. Company and (diii) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (e) The aggregate number of Securities sold shall not exceed 62,658,228 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended part by the Company in its sole discretion at any time. The Subscriber agrees to be bound by all the terms and provisions of 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 accordance with applicable SEC regulations such amounts as required by the Company, under the terms and subject to the conditions set forth herein. The minimum initial investment amount for such other period required Shares is $250,000, subject to sell the Maximum Offering discretion of the Company (including, but not limited to, the discretion to accept a lower minimum subscription amount). Certain investors’ Capital Contributions (as defined below) will be subject to a 2% investment banking fee charged through their financial intermediary. Each investor should consult its financial intermediary for more information. (c) The Company will elect to be regulated as a business development company (“BDC”) under the 1940 Act, as described in the Memorandum, prior to the first Drawdown Date (as defined below). The Company will not draw any capital from investors until the Company makes its BDC election. (d) The Company will file or has filed a registration statement on Form 10 (the “Termination DateRegistration Statement”) for the registration of its Shares with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (f) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) The Registration Statement is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, offering document pursuant to which the proposed Transferee shall acknowledgeCompany is conducting this offering of securities. Accordingly, agreethe Subscriber should rely exclusively on information contained in the final Memorandum, together with reports and be bound by other documents the representations and warranties of SubscriberCompany may file under the Exchange Act from time to time, terms of in making its investment decisions. The Company expects to enter into separate Subscription Agreements (the “Other Subscription Agreements” and, together with this Subscription Agreement, including the Proxy in Section 5, substantially in “Subscription Agreements”) with other investors (the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless “Other Investors,” and until such Transferee shall have complied together with the terms Subscriber, the “Investors”), providing for the sale of this Section 1(g)Shares to the Other Investors on a capital commitment basis. 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

Samples: Subscription Agreement (Andalusian Credit Company, LLC)

Subscription. (a) a. The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablSky Limit Venture, Inc.Corp., a Nevada California corporation (the “Company”), at a purchase price of $0.79 1.00 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription purchase requirement per investor is 10,000 Offered Shares ($1000. The rights of 10,000); however, we can waive the Common Stock are as set forth minimum purchase requirement on a case-by-case basis in the Articles of Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)our sole discretion. (b) b. Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. (d) 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 within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (e) d. The aggregate number of Securities sold shall not exceed 62,658,228 20,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (f) 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 6 5 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 1 contract

Samples: Subscription Agreement (Sky Limit Venture Corp)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of Boxabl, Inc.Worthpoint Corporation, a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 11.00 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock shares are as set forth in Amended and Restated Certificate of Incorporation, as amended, included in the Articles of Incorporation exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XXDecember __, 2021] 2016 (the “Offering Circular”) ), filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including the exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 454,545 (the “Maximum Offeringmaximum number of shares”). The Company may accept subscriptions until _______, 20222017, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering maximum number of shares (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) 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 6 5 hereof, which shall remain in force and effect. (gf) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including and the Proxy Company consents to the transfer in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g)sole discretion.

Appears in 1 contract

Samples: Subscription Agreement (WORTHPOINT Corp)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablGME Innotainment, Inc., a Nevada Florida corporation (the “Company”), at a purchase price of $0.79 0.001 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription purchase requirement per investor is 10,000,000 Offered Shares ($1000. The rights of 10,000); however, we can waive the Common Stock are as set forth minimum purchase requirement on a case-by-case basis in the Articles of Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)our sole discretion. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 1,500,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the 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”). (fe) 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 6 5 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 1 contract

Samples: Subscription Agreement (Gme Innotainment, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting shares of Series A-1 Preferred C Common Stock (the “Securities”), of Boxabl, Waverly Labs Inc., a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 8.86 per share (the “Per Security Price”), upon the terms and conditions set forth herein, plus $0.3101 per share which each investor shall pay directly to StartEngine Primary as a commission. The minimum subscription is $1000496.16, which excludes the 3.5% commission to be paid by Subscriber directly to StartEngine Primary as a commission. The rights and preferences of the Common Stock common stock are as set forth in the Articles Company’s certificate of Incorporation incorporation, found as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 1,128,668 shares of Series C Common Stock, plus up to 112,867 bonus shares that may be issued to certain investors (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022on a continuous basis, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the 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”). (fe) 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 6 5 hereof, which shall remain in force and effect. (gf) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 1 contract

Samples: Subscription Agreement (Waverly Labs Inc)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of Boxabl, Inc.Seismic Capital Company, a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 1 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $10001,000. The rights of the Common Stock are as set forth in the Articles Certificate of Incorporation which appears as an Exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 49,000,000 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) 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 6 5 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 1 contract

Samples: Subscription Agreement (Seismic Capital Co)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of Boxabl, Inc.Rayton Solar, a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 1.52 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock are as set forth in the Articles Certificate of Incorporation Incorporation, as amended, included in the Exhibits to the Offering Statement of the Company company filed with the SEC (the “Offering Statement”)., (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XXNovember __, 2021] 2016 (the “Offering Circular”) ), filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto the Exhibits thereto, and any other information required by the Subscriber to make an investment decision. (dc) 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. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 32,894,736 shares of Common Stock (the “Maximum Offeringmaximum number of shares”). The Company may accept subscriptions until ______, 20222017, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the 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”). (fe) 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 6 5 hereof, which shall remain in force and effect. (gf) 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, including and the Proxy Company consents to the transfer in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g)sole discretion.

Appears in 1 contract

Samples: Subscription Agreement (Rayton Solar Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Common Stock (the “Securities”), of BoxablFoothills Exploration, Inc., a Nevada corporation Delaware Corporation (the “Company”), at a purchase price of $0.79 [0.00035-0.00105] per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The There is no minimum subscription is $1000amount. The rights of the Common Stock are as set forth in Certificate of Incorporation, as amended and the Articles of Incorporation Bylaws included in the Exhibits to the Offering Statement Circular of the Company filed with the SEC (the “Offering Statement”defined below). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021_____] (the “Offering Circular”) filed with the SEC as part of the Offering StatementSEC. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 5,714,285,714 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022one year after the Offering Circular is approved by any state, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the 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”). (fe) 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 6 5 hereof, which shall remain in force and effect. (gf) 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, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 1 contract

Samples: Common Stock Subscription Agreement (Foothills Exploration, Inc.)

Subscription. (a) The undersigned (individually and/or collectively, the SubscriberParticipant”) hereby irrevocably subscribes for and agrees applies to purchase the Non-Voting shares of restricted Series A-1 A Preferred Stock (the “SecuritiesShares” or the “Preferred Stock), ) of BoxablTrxade Group, Inc., a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 per share (the “Per Security Price”), upon in accordance with the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock are as set forth in the Articles of Incorporation to the Offering Statement of the Company filed with the SEC of: (1) this Subscription Agreement (the “Offering StatementSubscription”)., which is attached as Exhibit A to the Company’s Confidential Private Placement Memorandum, dated March 1, 2014 (the “Memorandum”); and (2) the Company’s Amended and Restated Certificate of Incorporation (the “Amended Certificate”), which attached to the Memorandum as Exhibit B. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing Before this Subscription Agreementis considered, Subscriber acknowledges that Subscriber has received this Subscription Agreementthe Participant must complete, copies of execute and deliver to the Offering Circular and Offering Statement including exhibits thereto and any other information required by Company the Subscriber to make an investment decision.following: (di) This Subscription; (ii) The Subscriber’s subscription may be accepted or rejected in whole or in partCertificate of Accredited Investor Status, at any time prior to a Closing Date (attached hereto as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate.Exhibit C; and (eiii) The aggregate number Participant’s check in the amount of Securities sold shall not exceed 62,658,228 (the “Maximum Offering”). The Company may accept subscriptions until $__________ in exchange for _________ Shares purchased, 2022, unless otherwise extended or wire transfer sent according to the Company’s instructions: (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 in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Closing Date (each as defined in 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. (f) The has not engaged a placement agent in connection with this offering. (g) This Offering, as defined in the Memorandum, is scheduled to close no later than May 1, 2014 at 5:00 P.M. Eastern Standard Time (the “Closing Date”). , provided, however, that the Company, at its sole election, may extend this offering up to an additional ninety (f90) In days. The target offering is for up to 3,000,000 shares of Preferred Stock, but this offering has no prescribed minimum amount and the event of rejection Company may accept lessor amounts from investors or have multiple closings of this subscription in its entiretyoffering, or in the event the sale subsequent closings 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 6 hereof, which shall remain in force and effectsame offering past the Closing Date. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 1 contract

Samples: Subscription Agreement (Trxade Group, Inc.)

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock shares of common stock (the “Securities”), of BoxablFlorida Mangos Wild, Inc., Inc. a Nevada Delaware corporation (the “Company”), at a purchase price of $0.79 60 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $100060. The rights and preferences of the Common Stock common stock are as set forth in the Articles Company’s certificate of Incorporation incorporation found as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XXDATE], 2021] 2019 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 95,000 (the “Maximum Offering”). The Company may accept subscriptions on a continuous basis, until ______, 2022, unless otherwise extended the 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”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) 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 6 5 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 1 contract

Samples: Subscription Agreement (Florida Mangos Wild, Inc.)

Subscription. (a) The By executing this Subscription Agreement, the undersigned (referred to in this Subscription Agreement as “Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock (the “Securities”), Securities of BoxablXxxxxxx Realty Trust, Inc., a Nevada Maryland corporation (referred to as the “Company”), at a purchase price of $0.79 10.00 per share (the “Per Security Price”), upon the terms and conditions set forth hereinin this Agreement. The minimum subscription is $1000500. The rights of the Class A Common Stock are as set forth in the Amended and Restated Articles of Incorporation Incorporation, filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands understand that the Securities are being offered pursuant to an offering circular dated [XXFebruary 12, 2021] 2019 (the “Offering Circular”) and filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber it has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto exhibits, and any other information required by the Subscriber to make an investment decision. (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defineddefined below), by the Company at its sole discretion. 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 the subscription is rejected, Subscriber’s the payment (or portion thereof of it if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder under this Subscription Agreement shall terminate. (ed) The aggregate number of Securities sold in the offering shall not exceed 62,658,228 5,000,000 (the “Maximum Offering”). The Company may accept subscriptions until ______February 12, 20222020, unless otherwise that period is extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other additional period as is required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each being referred to as a “Closing Date”). (fe) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereofportion) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which those provisions that are identified as surviving termination. Those provisions shall remain in full force and effecteffect following termination. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 1 contract

Samples: Subscription Agreement

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock membership interests, which we refer to herein as shares (the “Securities”)) of Common Stock, a Series of BoxablSixty Six Oilfield Services, Inc., a Nevada Florida corporation (the “Company”), at a purchase price of $0.79 0.01 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $10005000, or 500,000 shares. The rights and preferences of the Common Stock shares are as set forth in the Articles Corporation Agreement of Incorporation Sixty Six Oilfield Services, Inc. dated August 1, 2022, as amended from time to time (the “Operating Agreement”), and the Series Designation for Common Stock described in the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XXAugust 1, 2021] 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreementsubscribing to the Offering, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. 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). (dc) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (ed) The aggregate number of Securities sold shall not exceed 62,658,228 $10,000,000 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering its terms (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (fe) 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 6 5 hereof, which shall remain in force and effect. (gf) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Appears in 1 contract

Samples: Subscription Agreement (Sixty Six Oilfield Services, Inc.)

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