Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Preferred Stock (the “Securities”), of ERC Homebuilders 1, Inc., a Delaware Corporation (the “Company”), at a purchase price of $6 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion of the 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 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 [____________] (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. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 8,333,333 (the “Maximum Offering”). The Company may accept subscriptions until [______________], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Preferred Common Stock (the “Securities”), of ERC Homebuilders 1KPISoft, Inc., a Delaware Corporation corporation (the “Company”), at a purchase price of $6 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 $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion rights of the Class A Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Class A Preferred Common Stock are as set forth in Amended and Restated the Certificate of Incorporation Incorporation, as amended, included as Exhibit 2.1 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 [____________] ___________________ (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.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 10,000,000 shares of Common Stock (the “Maximum Offeringmaximum number of shares”). The Company may accept subscriptions until [______________]_______________, 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. The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 1 contract
Subscription. 1.1 The initial Subscriber shall be Sponsor, who shall be responsible for 100% of the Backstop Purchase (a) as defined below). The undersigned Sponsor may, with the consent of the Company (in its sole discretion), add additional Subscribers to this Agreement, pursuant to a joinder agreement whereby such Subscriber agrees to be bound by the terms hereto, and upon such addition, the parties shall restate the percentage of the Backstop Purchase obligation as among Sponsor and any additional Subscribers added pursuant to this Section (each such percentage, the "Purchase Percentage").
1.2 Immediately after the deadline for the Issuer’s public shareholders to elect to redeem or convert their Class A common stock from funds in the Trust Account in connection with the Merger Closing, the Issuer shall notify each Subscriber of the number of shares that the Issuer’s public shareholders have elected to redeem (the “SubscriberShortfall”) ). Subject to the terms and conditions set forth in this Agreement, each Subscriber hereby irrevocably subscribes for and agrees to purchase (the "Backstop Purchase") from the Issuer the number of shares of Class A Preferred Stock common stock equal to the Shortfall, multiplied by the Purchase Percentage (rounded up to the “Securities”), of ERC Homebuilders 1, Inc., a Delaware Corporation (the “Company”nearest whole share), at a purchase price of equal to $6 10.00 per share (the “Per Security Redemption Price”), upon the terms and conditions set forth herein. The minimum subscription is $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion of the Class A Preferred Stock are also referred Issuer agrees to as the “Securities.” The rights and preferences of the Class A Preferred Stock are as set forth in Amended and Restated Certificate of Incorporation included as Exhibit 2.1 sell such shares to the Offering Statement of the Company filed with the SEC each such Subscriber at such price (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [____________] (the “Offering Circular”) filed with the SEC as part of the Offering 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.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 (the “Maximum Offering”). The Company may accept subscriptions until [______________], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “TransfereesSubject Shares”); provided that for any such transfer to be deemed effectivethat, if the Merger Closing does not occur other than as a result of the Issuer, the Transferee shall have executed Sponsor, any Subscriber, SB Northstar LP or any of their respective Affiliates failing to perform any obligation or other action or to satisfy any condition to Closing pursuant to or contemplated by the Merger Agreement, this Redemption Subscription Agreement, the PIPE Subscription Agreement (as defined below), the Sponsor Subscription Agreement (as defined in the PIPE Subscription Agreement) or any Other Subscription Agreement (as defined in the PIPE Subscription Agreement), then such Subscribers’ obligations to purchase, and delivered the Issuer’s obligation to issue, shares pursuant to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee foregoing shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreementextinguished.
Appears in 1 contract
Samples: Redemption Subscription Agreement (Aurora Acquisition Corp.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase, at a purchase Class A Preferred Stock price of $0.6060 per Unit, units (the “SecuritiesUnits”) comprising two shares of common stock, par value $0.001 per share (the “Common Stock”), of ERC Homebuilders 1, Robot Cache US Inc., a Delaware Corporation corporation (the “Company”), at and a warrant to purchase price one share of $6 per share Common Stock (the “Per Security PriceWarrant”), upon the terms and conditions set forth herein. The minimum subscription is $5001,000.00 (1,650 Units). The Class A Preferred Stock shares of Common Stock, the Warrants and the Units being subscribed for under this Subscription Agreement and Agreement, together with the Class A shares of Common Stock (“Common Stock”) issuable upon conversion exercise of the Class A Preferred Stock Warrants, are also referred to as the “Securities.” The rights and preferences terms of the Class A Preferred Stock Warrants are as set forth in Amended the Form of Warrant attached as Appendix B to this Subscription Agreement. In this Subscription Agreement, the shares of Common Stock issuable as part of a Unit are referred to as the “Unit Shares,” and Restated Certificate the shares of Incorporation included as Exhibit 2.1 to the Offering Statement Common Stock issuable upon exercise of the Company filed with the SEC (Warrants are referred to as the “Offering StatementWarrant Shares.”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [____________] ], 2021 (the “Offering Circular”) included in the offering statement of the Company 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.
(c) 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 its sole discretion, may allocate to Subscriber only a portion of the number of Securities 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 without interest and all of Subscriber’s obligations hereunder shall will terminate.
(d) The aggregate number of Securities sold shall will not exceed 8,333,333 16,501,650 Units (the “Maximum Offering”). The Company may accept subscriptions until [______________], 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 Units (the “Offering”)), (ii) the date as of which all Units 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 Units sold and the amount of capital raised (the earliest of such other period required to sell the Maximum Offering (dates, the “Termination Date”). 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 a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event if the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall will have no force or effect, except for Section 5 hereof, which shall will remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and a. Subscriber agrees to buy and the Company agrees to sell and issue to Subscriber such number of shares of the Company’s common stock, as set forth on the signature page hereto, for an aggregate purchase Class A Preferred Stock price (the “SecuritiesPurchase Price”), ) equal to the product of ERC Homebuilders 1, Inc., a Delaware Corporation (the “Company”), at a aggregate number of shares the Subscriber has agreed to purchase and $5.00 the offering price of $6 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion of the 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 Amended and Restated Certificate of Incorporation included as Exhibit 2.1 on the signature page hereto. The Purchase Price is set forth on the signature page hereto.
b. The shares are being offered pursuant to the Offering Statement of the Company filed with the SEC an offering statement on Form 1-A, (the “Offering Statement”).
(b) Subscriber understands that . The Current Offering Statement has not been qualified by the Securities are being offered pursuant and Exchange Commission (the “Commission”) and prior to an issuance of any shares and acceptance of Subscriber’s subscription. The offering circular dated [____________] (the “Offering Circular”) filed with the SEC as which forms a part of the Offering Statement, however, is subject to change. By executing this Subscription Agreement, A final Offering Circular and/or supplement to Offering Circular will be delivered to the Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies as required by law.
c. The completion of the Offering Circular purchase and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion sale of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 shares (the “Maximum OfferingClosing”). The Company may accept subscriptions until [______________], unless otherwise extended ) shall take place at a place and time (the “Closing Date”) to be specified by the Company in its sole discretion accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the Offering Statement, at the Closing, (i) the Subscriber shall pay the Purchase Price by check or by wire transfer of immediately available funds to the Company’s special account per wire instructions as provided on the signature line below, and (ii) the Company shall cause the shares to be delivered to the Subscriber with the delivery of the shares to be made through the facilities of The Depository Trust Company’s DWAC system in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering instructions set forth on the signature page attached hereto under the heading “DWAC Instructions” (or, if requested by the “Termination Date”). The Company may elect at any time to close all or any portion Subscriber on the signature page hereto, through the physical delivery of this offering, on various dates at or prior certificates evidencing the shares to the Termination Date (each a “Closing Date”)residential or business address indicated thereon.
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Preferred Common Stock (the “Securities”), of ERC Homebuilders 1StartEngine Crowdfunding, Inc., a Delaware Corporation (the “Company”), at a purchase price of $6 10 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion rights of the Class A Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Class A Preferred Common Stock are as set forth in Fourth Amended and Restated Certificate of Incorporation and Bylaws included as Exhibit 2.1 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 [____________] (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.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 1,000,000 (the “Maximum Offering”). The Company may accept subscriptions until [_______________], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Samples: Common Stock Subscription Agreement (Startengine Crowdfunding, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Preferred B Common Stock (the “Securities”), of ERC Homebuilders 1RAD Technologies, Inc.Inc, a Delaware Corporation corporation (the “Company”), at a purchase price of $6 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion rights of the Class A Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Class A Preferred Stock Securities are as set forth in the Company’s Amended and Restated Certificate of Incorporation dated September 29, 2023, included as Exhibit 2.1 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 [____________] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement including exhibits thereto of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision.
(i) Subscriber acknowledges that Subscriber has read the educational materials on the landing page, and has been informed of Subscriber’s right to cancel the investment up to 48-hours prior to a Closing Date or Termination Date (both defined below); however, once the Subscription Agreement is accepted by the Company there is no cancelation right;
(ii) Subscriber acknowledges that there may be promoters for this Offering, and in the case that there are any communications from promoters, the promoter must clearly disclose in all communications the receipt of compensation, and that the promoter is engaged in promotional activities on behalf of the Company. A promoter may be any person who promotes the Company's offering for compensation, whether past or prospective, or who is a founder or an employee of the Company that engages in promotional activities on behalf of the Company; and
(iii) Subscriber acknowledges that Subscriber has been informed of the compensation that DealMaker Securities LLC and affiliates receives in connection with the sale of securities in the Regulation CF offering and the manner in which it is received.
(c) The Subscriber’s subscription This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities that Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number value of the Securities to be sold by the Company shall not exceed 8,333,333 $402,658.89 (the “Maximum Offering”including Investor Processing Fees). The Company may accept subscriptions until [______________]April 30, 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 2025 (the “Termination Date”). The Providing that subscriptions for $10,000.08 are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) Investors will be required to pay an Investor Processing Fee of 2.0% to the Company at the time of the subscription to help offset transaction costs. The Broker will receive a cash commission on this fee.
(f) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 7 hereof, which shall remain in force and effect.
(fg) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, Subscriber as set forth herein and the terms of this Subscription Agreement.
Appears in 1 contract
Samples: Subscription Agreement
Subscription. (a) The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A shares (the “Shares”) of Series S Preferred Stock (the “SecuritiesSeries S Preferred Stock”), par value $0.001 per share, of ERC Homebuilders 1Knightscope, Inc., a Delaware Corporation corporation (the “Company”), which shares of Series S Preferred Stock are convertible into shares of Class A Common Stock of the Company, par value $0.001 per share (the “Class A Common Stock”). Such purchases shall be made at a purchase price of $6 10.00 per share of Series S Preferred Stock (the “Per Security Price”), rounded down to the nearest whole share based on Subscriber’s subscription amount, upon the terms and conditions set forth herein. The minimum subscription is purchase that may be made by any Subscriber shall be $500. Subscriptions for investment below the minimum investment may be accepted at the discretion of the Platform and the Company. The Class A Preferred Stock purchase price of each Share is payable in the manner provided in Section 2(a) below. The Shares being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon the conversion of the Class A shares of Series S Preferred Stock subscribed for herein are also sometimes referred to herein as the “Securities.” The rights and preferences of the Class A Preferred Stock Securities are as set forth in the Amended and Restated Certificate of Incorporation included as Exhibit 2.1 of the Company, available 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 [____________] , 2020 (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 and reviewed a copy of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decisiondecision with respect to the Securities.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities the Shares that Subscriber has subscribed forto purchase hereunder. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities shares of Series S Preferred Stock that may be sold by the Company in this offering shall not exceed 8,333,333 3,000,000 shares (the “Maximum OfferingShares”). The There is no minimum required offering amount and the Company may accept subscriptions until [______________], 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”). The Company may elect at any time to close all or any portion of this offering, offering on various dates at or prior to the Termination Date (each a “Closing DateClosing”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities Shares (or any portion thereof) to Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(fg) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A the Series D Preferred Stock (the “Securities”), of ERC Homebuilders 1Miso Robotics, Inc., a Delaware Corporation corporation (the “Company”), at a purchase price of $6 56.62 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500962.54 representing 17 shares of the Company’s Series D Preferred Stock. The Class A Series D Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common StockConversion Shares”) ), issuable upon conversion of the Class A Series D Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Class A Series D Preferred Stock are as set forth in the Company’s Sixth Amended and Restated Certificate of Incorporation included as Exhibit 2.1 an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated May [____________] ], 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.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 529,848 (the “Maximum Offering”). The Company may accept subscriptions until [______________](i) the date the Maximum Offering has been sold to investors; (ii) 12 months after qualification by the SEC, unless otherwise extended or (iii) the date at which the offering is earlier terminated by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company has already received subscriptions for 87,413 shares of Series C Preferred Stock (the “Minimum Offering”), and the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(f).
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Preferred Stock (the “Securities”), of ERC Homebuilders 12, Inc., a Delaware Corporation (the “Company”), at a purchase price of $6 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion of the 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 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 [____________] (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.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 (the “Maximum Offering”). The Company may accept subscriptions until [______________], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Shares of TCM Coin Series of Preferred Stock (the “Securities” or “Preferred Stock” or “Coin”), of ERC Homebuilders 1AW Blockchain Mining, Inc., a Delaware Corporation Wyoming corporation (the “Company”), at a purchase price of $6 1.00 per share (the “Per Security Price”), ) upon the terms and conditions set forth herein. The minimum subscription is $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion rights of the Class A Preferred Stock are also referred to as the “Securities.” The rights and preferences TCM Coin Series of the Class A Preferred Stock are as set forth in Amended and Restated the Certificate of Incorporation Incorporation, as amended, included as Exhibit 2.1 in the Exhibits to the Offering Statement Circular of the Company filed with the SEC (the “Offering StatementCircular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular Offering Circular dated [____________] (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.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 50,000,000 shares of TCM Coin Series of Preferred Stock (the “Maximum OfferingNumber of Shares”). The Company may accept subscriptions until [______________]_______________, 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. The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 1 contract
Samples: Subscription Agreement (AW Blockchain Mining, Inc.)
Subscription. (a) 2.1. The undersigned (“Subscriber”) Subscriber hereby irrevocably subscribes confirms its irrevocable subscription for and agrees offer to purchase Class A Preferred Stock (the “Securities”)Purchased Securities from the Corporation, of ERC Homebuilders 1, Inc., a Delaware Corporation (the “Company”), at a purchase price of $6 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 $500. The Class A Preferred Stock Subscriber acknowledges and agrees that:
(a) the Shares being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion hereunder form part of the Class A Preferred Stock are also referred a larger offering of up to as the “Securities.” The rights and preferences of the Class A Preferred Stock are as set forth in Amended and Restated Certificate of Incorporation included as Exhibit 2.1 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 [____________] (and the “Offering Circular”) filed with the SEC as part proceeds of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of will be immediately available to the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision.Corporation;
(c) The Subscriber’s this subscription may be accepted is subject to rejection, acceptance or allotment by the Corporation in whole or in part. If this Agreement is rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, Subscriber acknowledges that the Company, at its sole discretion, may allocate to Subscriber only a unused portion of the number aggregate Subscription Price of the Purchased Securities Subscriber has subscribed forwill be promptly returned to it without interest or deduction. The Company will notify Subscriber whether Subject to the terms and conditions hereof, this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned effective upon its acceptance by the Corporation and subject to Subscriber without interest and receipt of all of Subscriber’s obligations hereunder shall terminate.applicable regulatory approvals;
(d) The aggregate number the Offered Securities will be issued on a private placement basis to qualified purchasers pursuant to exemptions from the prospectus and registration requirements under the Applicable Securities Laws. In Canada, the Offered Securities will be subject to a hold period of four months and one day following the Closing Date; and
(e) the Offering is not brokered and, accordingly, no agent has conducted due diligence or negotiated the terms of the Offering on behalf of the Subscriber. Where permitted by Applicable Securities sold shall not exceed 8,333,333 (Laws, the “Maximum Offering”). The Company Corporation may accept subscriptions until [______________], 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”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereofdetermine, which shall remain fee will be payable in force and effectpayable in cash and/or securities.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Samples: Common Share Subscription Agreement (Perkins Rowland)
Subscription. (a) The undersigned (“Subscriber”) Subscriber hereby irrevocably subscribes for and agrees to purchase Class A Preferred from the Company, and the Company agrees to issue and sell to Subscriber, such number of shares of Common Stock as is set forth on the signature page of this Subscription Agreement (the “SecuritiesShares”) at the Purchase Price per Share and on the terms provided for herein. [Notwithstanding anything to the contrary contained in this Subscription Agreement, if the Subscriber is an Eligible Subscriber (as defined below), if after the later of ERC Homebuilders 1, Inc., a Delaware Corporation (x) the “Company”), at a purchase price date of $6 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement and (y) the Class A public announcement of the Transaction Agreement the Subscriber acquires ownership of shares of Common Stock in the open market or in privately negotiated transactions with third parties (“Common Stock”) issuable upon conversion of the Class A Preferred Stock are also referred along with any related rights to as the “Securities.” The rights and preferences of the Class A Preferred Stock are as set forth redeem or convert such shares in Amended and Restated Certificate of Incorporation included as Exhibit 2.1 to the Offering Statement of the Company filed connection with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [____________] (the “Offering Circular”) filed with the SEC as part of the Offering 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.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 (the “Maximum Offering”). The Company may accept subscriptions until [______________], unless otherwise extended redemption conducted by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering Company’s organizational documents and the CFII Prospectus (as defined below) in conjunction with the Transaction Closing (the “Termination DateRedemption”). The Company may elect ) at any time to close all or any portion of this offering, on various dates at or least five (5) business days prior to the Termination Date Company’s special meeting of stockholders to approve the Transaction and the Subscriber does not redeem or convert such shares in connection with the Redemption (each a including revoking any prior redemption or conversion elections made with respect to such shares) (such shares, “Closing DateNon-Redeemed Shares”).
, the number of Shares for which the Subscriber (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereofonly if an Eligible Subscriber) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of obligated to purchase under this Subscription Agreement shall be binding reduced by the number of Non-Redeemed Shares; provided, that promptly upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effectivethe Company’s request, the Transferee shall have executed and delivered Subscriber will provide the Company with documentary evidence reasonably requested by the Company to evidence such Non-Redeemed Shares. The term “Eligible Subscriber” means any subscriber in the Offering who is not a beneficial or record owner of the Target’s equity or an affiliate of the Company prior to the Company Closing.]2 1 Conform terms if language reference in advance an instrument in a form acceptable footnote 2 is removed. 2 Subscriber may elect to the Company in remove this provision from 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 AgreementAgreement upon execution.
Appears in 1 contract
Samples: Subscription Agreement (CF Finance Acquisition Corp II)
Subscription. (a) The undersigned person executing this Agreement (“Subscriber”) hereby irrevocably subscribes for and agrees (subject to a minimum purchase of ten (10) shares) to purchase shares for a total consideration of $ __________thousand dollars (“Purchase Price”) of Class A Non-Voting Preferred Stock Shares, $1,000.00 par value per share (such shares, the “SecuritiesPreferred Shares,” and such share, the “Share”), of ERC Homebuilders 1Tuscan Gardens Senior Living Communities, Inc., a Delaware Corporation Florida corporation (the “Company”), at a purchase price of $6 1,000.00 per share Preferred Share (the “Per Security Subscription Price”), upon the terms and conditions set forth herein. The minimum subscription is $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion of the 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 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 Preferred Share is being offered pursuant to an offering circular dated [____________] March 1, 2021 (the “Offering Circular”) ), filed with the SEC as part of the Company’s Offering Statement on Form 1-A (the “Offering Statement”) in connection with the Company’s offering of up to $60,009,000 of Class A Non-Voting Preferred Shares (the “Offering”). By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including the exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision.
(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 no payment (or portion thereof if partially rejected) will be returned made by Subscriber to Subscriber without interest the Company and all of Subscriber’s obligations hereunder relating to the rejected subscription shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 (the “Maximum Offering”). The Company may accept subscriptions until [______________], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close accept all or any portion of this offering, Offering on various dates at or prior to the Termination Date (each each, a “Closing Date”).
(e) In the event of rejection of this subscription in its entiretysubscription, or in the event the sale of the Securities (or any portion thereof) Preferred Share is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Samples: Subscription Agreement (Tuscan Gardens Senior Living Communities, Inc.)
Subscription. Subject to the terms and conditions of this agreement (athe “Subscription Agreement”) The undersigned the subscriber indicated on the signature page to this Subscription Agreement (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Preferred Stock (i) two hundred thousand (200,000) shares (the “SecuritiesShares”)) of the common stock, par value $0.01 per share (the “Common Stock”) of ERC Homebuilders 1First Physicians Capital Group, Inc., a Delaware Corporation corporation f/k/a Tri-Isthmus Group, Inc. (the “Company”), at a purchase price of US $6 0.50 per Share and (ii) a warrant in substantially the form attached hereto as Exhibit A (the “Warrant”) to purchase sixty thousand (60,000) shares of Common Stock at an exercise price of US $0.50 per share (the “Per Security Warrant Shares”). The Warrant shall have a term of two (2) years. As consideration for the Shares, the Subscriber hereby irrevocably tenders to the Company a cashier’s check (or personal check if so authorized by the Company) or wire transfer in the amount of US $100,000.00 (the “Purchase Price”), upon the terms and conditions set forth herein. The minimum subscription is $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion of the 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 Amended and Restated Certificate of Incorporation included as Exhibit 2.1 Purchase Price shall be sent to the Offering Statement of Company’s counsel, K&L Gates, LLP at the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [____________] (the “Offering Circular”) filed with the SEC as part of the Offering Statementfollowing address: First Physicians Capital Group, Inc., x/x X&X Xxxxx, XXX, 0000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, Attn: I. Xxxxx Xxxxxxxx, Esq. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received agrees to become a shareholder of the Company and to be bound by the terms of this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required . This Subscription Agreement shall not become binding unless (i) this subscription is accepted by the Subscriber to make an investment decision.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at (ii) the Purchase Price has been received and accepted by the Company, and (iii) such additional closing conditions as the Company, in its sole discretion, may allocate to Subscriber only shall require are satisfied. This subscription shall not be deemed accepted by the Company until this Subscription Agreement is signed by a portion duly authorized officer of the number of Securities Subscriber has subscribed forCompany. The Company will notify Subscriber whether If this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 (the “Maximum Offering”). The Company may accept subscriptions until [______________], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reasonaccepted, this Subscription Agreement shall have become effective as between the Company and the Subscriber. If this subscription is rejected, this Subscription Agreement and the Purchase Price will be returned to the Subscriber as soon as reasonably practicable, and this subscription shall be rendered void and of no further force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Samples: Subscription Agreement (First Physicians Capital Group, Inc.)
Subscription. (a) 1.1. The undersigned (the “SubscriberPurchaser”) ), intending to be legally bound, hereby irrevocably subscribes for and agrees to purchase Class A Preferred Stock from Xxxxx Financing LLC, a Delaware limited liability company (“Xxxxx Financing”) the number of common shares, which represent limited liability company interests in Xxxxx Financing (the “SecuritiesShares”), set forth on the signature page of ERC Homebuilders 1, Inc., a Delaware Corporation this Subscription Agreement (the this “CompanySubscription Agreement”), ) at a purchase price of $6 [ ] per share Share for the aggregate purchase price set forth on the signature page of this Subscription Agreement (the “Per Security Subscription Price”), upon ) and on the terms and conditions set forth herein. The minimum subscription is $500. The Class A Preferred Stock being subscribed for under in this Subscription Agreement and in the Class A Common Stock (“Common Stock”) issuable upon conversion of the 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 Amended and Restated Certificate Operating Agreement of Incorporation included Xxxxx Financing, dated [ ], as Exhibit 2.1 may be amended from time to time (the “Operating Agreement”), a copy of which the Purchaser acknowledges he or she or it has received and reviewed. This subscription is submitted by the Purchaser to Xxxxx Management LLC, the manager of Xxxxx Financing (the “Manager,” and together with Xxxxx Financing, the “Xxxxx Parties”) in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the offering by Xxxxx Financing of up to $75,000,000 worth of Shares (the “Maximum Offering Amount”).
1.2. The Purchaser understands that the Shares are being offered pursuant to an offering circular, dated [ ], as amended from time to time (the “Offering Circular”), which is part of an Offering Statement of the Company filed with the SEC on Form 1-A (the “Offering Statement”).
(b) Subscriber understands that , filed with the U.S. Securities are being offered pursuant to an offering circular dated [____________] and Exchange Commission (the “Offering CircularSEC”) filed with pursuant to Regulation A (“Regulation A”) under the SEC Securities Act of 1933, as part of amended (the Offering Statement“Securities Act”). By executing this Subscription Agreement, Subscriber the Purchaser acknowledges that Subscriber the Purchaser has received and reviewed this Subscription Agreement, copies of the Offering Circular and Statement, including the exhibits thereto, the Offering Statement including exhibits thereto Materials, and any other information required by the Subscriber Purchaser to make an investment decisiondecision with respect to the Shares.
(c) The Subscriber’s 1.3. Notwithstanding the irrevocable agreement of the Purchaser to purchase the Shares from Xxxxx Financing hereunder, Xxxxx Financing shall have no obligation to sell the Shares or any portion thereof to the Purchaser unless and until the Manager has accepted the subscription of the Purchaser with respect to such Shares in accordance with Section 3.1, which acceptance may be accepted for all or rejected any portion or all of such Shares, and the determination of which shall be made by the Manager in whole or in part, its sole discretion at any time prior to a Closing until the earlier of the Termination Date (as hereinafter defined), by defined below) or the Company at its sole discretionManager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. In addition, If the Company, at its sole discretion, may allocate Manager accepts the subscription of the Purchaser with respect to Subscriber only a portion of the number Shares, the Purchaser shall remain committed to purchase the remainder of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole the Shares upon any subsequent acceptance by the Manager of all or in part) or rejected. If Subscriberany portion the Purchaser’s subscription is rejectedfor such Shares, Subscriber’s payment (or portion thereof if partially rejected) will the determination of which shall be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 (the “Maximum Offering”). The Company may accept subscriptions until [______________], unless otherwise extended made by the Company Manager in its sole discretion at any time until the earlier of the Termination Date or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”)Section 2. The Company may elect at any time to close all or any portion closing of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated Shares for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee Manager has accepted the Purchaser’s subscription (each, a “Closing”) shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreementoccur promptly following such acceptance.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) undersigned, intending to be legally bound, hereby irrevocably subscribes for and agrees to purchase Class A Preferred Stock (the “Securities”), of ERC Homebuilders 1from Cyberian Outpost, Inc., a Delaware Corporation corporation (the “"Company”"), the number of shares of Common Stock of the Company, par value $.01, (the "Common Stock") set forth on the signature page hereof, at a purchase price equal to the lesser of $6 per share (i) 95% of the trailing ten day average closing price of the Common Stock on NASDAQ ending two business days prior to February 28, 2000 (the “Per Security Price”"Pricing Date"), upon or (ii) 95% of the closing price of the Common Stock on the Pricing Date (the "Purchase Price"). This subscription is submitted to you in accordance with and subject to the terms and conditions set forth herein. The minimum subscription is $500. The Class A Preferred Stock being subscribed for under described in this Subscription Agreement and the Class A Common Stock Registration Rights Agreement, dated as of March 10, 2000 (“Common Stock”the "Registration Rights Agreement"), relating to an offering (the "Offering") issuable upon conversion of up to 4,702,900 shares of common stock of the Class A Preferred Stock are also Company (the aggregate number of shares sold pursuant to this Agreement is herein referred to as the “Securities.” The rights and preferences of the Class A Preferred Stock are as set forth in 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”"Shares").
(b) Subscriber understands that Subscription payments should be made payable to "Cyberian Outpost, Inc., Escrow Account" and should be delivered, together with two executed and properly completed copies of this Agreement (and, if requested by the Securities are being offered pursuant to Company or X.X. Xxxxxxxxx, Towbin ("CEUT"), an offering circular dated [____________] (the “Offering Circular”) filed with the SEC as part executed and properly completed copy of the Offering Statementappropriate Investor Questionnaire in the form supplied by CEUT), to X.X. Xxxxxxxxx, Towbin, 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxx. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of If the Offering Circular and Offering Statement including exhibits thereto and any other information required subscription is not accepted in whole or in part by the Subscriber Company, the full or ratable amount, as the case may be, of any subscription payment received will be promptly refunded to make an investment decisionthe subscriber without deduction therefrom or interest thereon.
(c) The Subscriber’s If this subscription may be is accepted or rejected by the Company, in whole or in part, at any time prior and subject to a Closing Date the conditions set forth in Section 2 of this Agreement, the Company shall deliver to the undersigned the Shares subscribed for hereby, dated the date of closing of the Offering of the Shares (as hereinafter definedthe "Closing"), and a fully executed copy of this Agreement. The Closing shall occur when all documents reasonably acceptable by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate and CEUT are executed and delivered to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminateCEUT.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 (Company has engaged CEUT to introduce the “Maximum Offering”). The Company to persons who may accept subscriptions until [______________], unless otherwise extended by be interested in purchasing Shares and to advise the Company in connection with the structure, terms and conditions of the Offering. As consideration for its sole discretion in accordance with applicable SEC regulations for such services, CEUT will receive, among other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offeringthings, on various dates at the Closing date (i) cash commission equal to 4 1/2% of the aggregate capital raised from the sale of Common Stock, plus $25,000 to cover counsel fees and other expenses. CEUT did not prepare any of the information to be delivered to prospective investors in connection with the Offering and does not make any representation or prior warranty concerning the accuracy or completeness of such information. Prospective investors are advised to conduct their own review of the Termination Date (each a “Closing Date”)business, properties and affairs of the Company before subscribing to purchase Shares.
(e) In the event of rejection of The undersigned may not withdraw 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, amount paid pursuant thereto except for Section 5 hereof, which shall remain in force and effectas otherwise provided below.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (“the "Subscriber”) "), intending to be legally bound, hereby irrevocably subscribes for and agrees to purchase Class A Preferred Stock (the “Securities”)purchase, of ERC Homebuilders 1, Inc., a Delaware Corporation (the “Company”), at a purchase price of $6 per share (the “Per Security Price”), upon subject to the terms and conditions set forth hereinbelow, the number of shares (the "Company Shares") of common stock, no par value per share ("Company Common Stock"), of RCH Holdings, Inc., a Texas corporation ("RCH Holdings"), specified on the signature page hereof. The minimum Subscriber's subscription for the Company Shares is $500being made in connection with the reorganization and recapitalization of RCH Holdings (the "Reorganization and Recapitalization"), pursuant to which all of the shareholders of RCH Holdings, including the Subscriber (assuming the Subscriber purchases the Shares), will become stockholders of Allied Riser Communications Holdings, Inc., a Delaware corporation and successor-in-interest to substantially all of the assets and liabilities of RCH Holdings ("ARC Holdings"). The Class Such reorganization and recapitalization is more fully described in the Proxy Statement attached as Appendix A Preferred (the "Proxy Statement"). If the Subscriber is already a holder of Company Common Stock being subscribed and is not subscribing for under shares of Company Common Stock hereby, the Subscriber's execution of this Subscription Agreement and is being provided for the Class A Common Stock (“Common Stock”) issuable upon conversion of the 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 Amended and Restated Certificate of Incorporation included as Exhibit 2.1 to the Offering Statement benefit of the Company filed and ARC Holdings in connection with the SEC Reorganization and Recapitalization. In connection with the Reorganization and Recapitalization, shareholders of RCH Holdings will become stockholders of ARC Holdings and as such will be required to enter into a stockholders' agreement (the “Offering Statement”"Stockholders' Agreement")., a copy of which is attached as Appendix B. The Subscriber hereby tenders to RCH Holdings the following:
(a) a fully completed and executed copy of this Subscription Agreement (this "Agreement");
(b) Subscriber understands that a fully executed copy of the Securities are being offered pursuant Stockholders' Agreement; and
(c) payment in full (by personal or cashier's check, payable to an offering circular dated [____________] the order of RCH Holdings, Inc.) for the Company Shares, which payment (the “Offering Circular”"Funds") filed with shall be in an amount equal to $.0001 multiplied by the SEC as part number of Company Shares set forth on the Offering Statementsignature page hereof, rounded up to the nearest $.
01. By executing Tender of a fully completed and executed copy of this Subscription Agreement, the executed Stockholders' Agreement and the Funds shall be by delivery of the same to the Company at the address shown above. The Subscriber acknowledges that Subscriber has received RCH Holdings reserves the right, in its sole and absolute discretion, to reject this Subscription Agreementsubscription, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at for any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejectedreason. If Subscriber’s this subscription is rejected, this Agreement and the Stockholders' Agreement shall, with respect to the Subscriber’s payment , be null and void and all Funds paid by the Subscriber shall be returned by RCH Holdings as soon as practicable. The Subscriber`s signature hereon constitutes an irrevocable subscription to purchase the Company Shares specified on the signature page. Upon the acceptance of this Agreement by RCH Holdings, a fully executed copy of this Agreement, together with a fully executed copy of the Stockholders' Agreement (or portion thereof if partially rejectedwithout attachments) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 (the “Maximum Offering”). The Company may accept subscriptions until [______________], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior furnished to the Termination Date (each a “Closing Date”)Subscriber.
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Samples: Subscription Agreement (Allied Riser Communications Corp)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class the Series A Preferred Stock (the “Securities”), of ERC Homebuilders 1Future Labs V, Inc.Inc. d/b/a Graze Mowing, a Delaware Corporation corporation (the “Company”), at a purchase price of $6 5.80 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500997.60 representing 172 shares of the Company. Investors participating in the SeedInvest Auto Invest program have a lower minimum subscription of $197.20, representing 34 shares of the Company. The Class Series A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common StockConversion Shares”) ), issuable upon conversion conversion/exercise of the Class Series A Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Class Series A Preferred Stock are as set forth in the Company’ Amended and Restated Certificate of Incorporation included as Exhibit 2.1 an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [____________DATE] (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.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 1,724,138 (the “Maximum Offering”). The Company may accept subscriptions until [______________](i) the date the Maximum Offering has been sold to investors; (ii) 12 months after qualification by the SEC, unless otherwise extended or (iii) the date at which the offering is earlier terminated by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Providing that subscriptions for 172,414 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (whether one or more, hereafter referred to as the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Class A Preferred Stock Common Units (the “Securities”)) of Majestic Funding Partners, of ERC Homebuilders 1, Inc.LLC, a Delaware Corporation limited liability company (the “Company”), at a purchase price of $6 10.00 per share Unit (the “Per Security Unit Price”), with a minimum purchase of five hundred dollars ($500.00) which is fifty (50) Units or higher (“Minimum Purchase”), subject to the discretion of the Company and upon the terms and conditions set forth herein. The minimum subscription is $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement and rights of the Class A Common Stock (“Common Stock”Unit(s) issuable upon conversion of the 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 Amended and Restated the Certificate of Incorporation Formation and Operating Agreement of the Company, each included as Exhibit 2.1 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 [____________] October 15, 2023 (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.
(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 Company, in its sole discretion. In addition, the Company, at in its sole discretion, may allocate to Subscriber only a portion of the number of Securities for which the Subscriber has subscribed forsubscribed. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 4,500,000 Class A Common Unit(s) (the “Maximum OfferingNumber of Units”). The Company may accept subscriptions until [______________], 2024, 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 Units under the Offering are sold, whichever shall first occur (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In This Agreement and the covenants made herein shall survive the closing of the purchase of the Securities, provided, however, that in the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which section shall survive termination of this Subscription Agreement and shall remain in full force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (individually and collectively, the “TransfereesTransferee”); provided provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company Company, in advance advance, an instrument in a form acceptable to the Company Company, in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agreeagree to, and be bound by the representations and warranties of Subscriber, Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
(g) By agreeing to these provisions, Subscribers will not be deemed to have waived their rights under the federal securities laws and the rules and regulations thereunder.
Appears in 1 contract
Samples: Subscription Agreement (Majestic Funding Partners, LLC)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Preferred shares of Common Stock (the “Securities”), of ERC Homebuilders 1M2i Global, Inc., a Delaware Corporation Nevada corporation (the “Company”), at a purchase price of $6 1.75 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“999.25, or 571 shares of Common Stock”) issuable upon conversion , plus an Investor Fee of 2.0%, which makes the Class A Preferred Stock are also referred total of a minimum subscription to as the “Securities.” be $1,019.24. The rights and preferences of the Class A Preferred Common Stock are as set forth in the Company’s Amended and Restated Certificate of Incorporation included Incorporation, as Exhibit 2.1 amended, filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Company will assess a processing fee of 2% of the value of the Securities subscribed for (“Investor Fee”). This processing fee shall count against the per investor limit set out in Section 4(d)(ii) below, and the Broker, DealMaker Securities, LLC will receive commissions on total subscription amount, which includes this fee.
(c) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [____________] (the “Offering Circular”) filed with the SEC as part of the Offering 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.
(cd) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(de) The aggregate number of Securities sold shall not exceed 8,333,333 17,142,856 (the “Maximum Offering”)) composed of 14,285,714 shares to be sold by the Company and 2,857,142 shares issued for no additional consideration as Bonus Shares (as defined in the Offering Circular. The Company may accept subscriptions until [______________], unless 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”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(fg) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, Subscriber and the terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase units comprised of one share of Class A Preferred B Common Stock (the “Securities”), of ERC Homebuilders 1NexGenT, Inc., a Delaware Corporation corporation (the “Company”), and a warrant to purchase one-half share of Class B Common Stock (the “Warrant”), of the Company (the “Units”), at a purchase price of $6 1.00 per share Unit (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $5001,000. The shares of Class A Preferred Stock B Common Stock, the Warrants and the Units being subscribed for under this Subscription Agreement and the Class A Common Stock (“B Common Stock”) , issuable upon conversion exercise of the Class A Preferred Stock Warrants are also referred to as the “Securities.” The rights and preferences of the Class A Preferred B Common Stock are as set forth in Amended and Restated Certificate of Incorporation included filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)) and the terms of the Warrants are as set forth in the Warrant and Warrant Agreement attached as Appendix B to this Subscription Agreement. In this Subscription Agreement, the shares of Class B Common Stock issuable as part of a Unit are referred to as the “Unit Shares” and the shares of Class B Common Stock issuable upon exercise of the Warrants are referred to as the “Warrant Shares.”
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [____________DATE] (the “Offering Circular”) filed with the SEC as part of the Offering 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.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 36,000,000 Units (the “Maximum Offering”). The Company may accept subscriptions until [______________], 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”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for Subscriber acknowledges and agrees to purchase Class A Preferred Stock that this subscription (i) is conditioned upon acceptance by the “Securities”), of ERC Homebuilders 1, Inc., a Delaware Corporation (the “Company”), at a purchase price of $6 per share (which time it becomes irrevocable on the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion of the 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 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 [____________] (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.
(cii) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 (the “Maximum Offering”). The Company may accept subscriptions until [______________], 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, the Memorandum, the Company’s bylaws, in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering form attached hereto as Appendix C (as amended, the “Bylaws”), the Company’s articles of incorporation, in the form attached hereto as Appendix D (as amended, the “Charter”), the Investment Advisory Agreement by and between Barings LLC (the “Termination DateAdviser”) and the Company, in the form attached hereto as Appendix E (as amended, the “Advisory Agreement”) and the Administration Agreement by and between the Company and Barings LLC, the administrator (the “Administrator”), in the form attached hereto as Appendix F (as amended, the “Administration Agreement” and, together with the Memorandum, the Bylaws, the Charter and the Advisory Agreement, the “Operative Documents”) together with this Subscription Agreement.
(b) The Subscriber agrees to purchase Shares for the aggregate purchase price set forth on the signature page below, payable under the terms and subject to the conditions set forth herein. The minimum purchase amount for Shares is $50,000, after which additional investments must be in increments of $5,000, each subject to the discretion of the Company (including, but not limited to, the discretion to accept a lower amount).
(c) The Company has filed a registration statement on Form 10 (the “Registration Statement”) for the registration of its common stock with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) Registration Statement is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, offering document pursuant to which the proposed Transferee shall be acknowledgeCompany is conducting this offering of securities. Accordingly, agreethe Subscriber should rely exclusively on information contained in the Memorandum, together with reports and be bound by other documents the representations Company files under the Exchange Act from time to time, in making its investment decisions. The Company has entered and warranties of Subscriberexpects to enter into separate Subscription Agreements (the “Other Subscription Agreements” and, terms of together with this Subscription Agreement, the “Subscription Agreements”) with other investors (the “Other Investors,” and together with the Subscriber, the “Investors”), providing for the sale of Shares to the Other Investors. This Subscription Agreement and the Other Subscription Agreements are separate agreements, and the sales of Shares to the undersigned and the Other Investors are to be separate sales.
Appears in 1 contract
Samples: Subscription Agreement (Barings Private Credit Corp)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A shares of Series E Preferred Stock (the “Securities”), of ERC Homebuilders 1Winc, Inc., a Delaware Corporation corporation (the “Company”), at a purchase price of $6 1.75 per share of Series E Preferred Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $5001,001.00. The Class A shares of Series E Preferred Stock being subscribed for under this Subscription Agreement and the Class A shares of Common Stock (“Common Stock”) ), issuable upon conversion of the Class A Series E Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Class A Series E Preferred Stock are as set forth in Amended the amended and restated certificate of incorporation (the “Restated Certificate of Incorporation included Certificate”), substantially in the form filed as Exhibit 2.1 exhibit 2.2 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [__________ ___] ], 2020 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Sixth Amended and Restated Voting Agreement (the “Voting Agreement”), the Sixth Amended and Restated Investors’ Rights Agreement (the “Investors’ Rights Agreement”) and the Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement(the “ROFR/Co-Sale Agreement,” and, together with the Voting Agreement and the Investors’ Rights Agreement, the “Investor Agreements”), each in substantially the form filed as an exhibit to the Offering Statement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and and, if the subscription is rejected in whole, all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 10,000,000 (the “Maximum Offering”). The Company may accept subscriptions until [_____________ __], unless otherwise extended 2021, or the date at which the offering is earlier terminated by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, Subscriber and terms of this Subscription Agreement, including, but not limited to, the optional redemption substantially in the form set forth in Section 4(k) and the terms of the Investor Agreements.
Appears in 1 contract
Samples: Subscription Agreement (Winc, Inc.)
Subscription. (a) The undersigned (“Subscriber”) 1.1 On the basis of the representations and warranties, and subject to the terms and conditions, set forth in this Agreement, the Subscriber hereby irrevocably subscribes for and agrees to purchase Class A Preferred Stock such number of Units as is set forth on page 2 of this Agreement at a price of CAD$0.50 per Unit for the Subscription Amount shown on page 2 of this Agreement, which is tendered herewith (such subscription and agreement to purchase being the “Subscription”), and the Issuer agrees to sell the Units to the Subscriber, effective upon the Issuer’s acceptance of this Agreement.
1.2 The Subscriber acknowledges that the Units have been offered to the Subscriber as part of an offering by the Issuer of additional Units to other subscribers for gross proceeds of up to $4,000,000 (or any such greater or lesser amount as may be determined by the Issuer in its sole discretion) (the “Offering”).
1.3 Each Unit will consist of one Share and one Warrant. Each Warrant will entitle the holder thereof to purchase one Warrant Share, as presently constituted, for a period of two (2) years commencing from the Closing Date at an exercise price of CAD$0.75 per Warrant Share. The Units, the Shares, the Warrants and the Warrant Shares are referred to herein as the “Securities”), .
1.4 The Warrants will contain a provision restricting the exercise of ERC Homebuilders 1, Inc., a Delaware Corporation the Warrants as follows:
(a) Notwithstanding anything to the “Company”), at a purchase price of $6 per share (the “Per Security Price”), upon the terms and conditions contrary set forth herein. The minimum subscription is $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement , at no time may the Subscriber of any Warrant exercise the Warrants if the number of shares to be issued pursuant to such exercise would exceed, when aggregated with all other shares owned by such Subscriber at such time, the number of shares which would result in such Subscriber beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the Class A Common Stock rules thereunder) in excess of 4.99% of all of the shares outstanding at such time; provided, however, that upon the Subscriber providing the Company with sixty-one (“Common Stock”61) days’ notice that such Holder would like to waive this Section with regard to any or all shares issuable upon conversion exercise of the Class A Preferred Stock are also referred Warrants, this Section will be of no force or effect with regard to as the “Securities.” The rights and preferences of the Class A Preferred Stock are as set forth in 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 [____________] (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.
(c) The Subscriber’s subscription may be accepted all 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 Warrants referenced in such notice; provided, further, that this Section shall be of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted no further force or effect during the sixty-one (whether in whole or in part61) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all days immediately preceding the expiration of Subscriber’s obligations hereunder shall terminatethe term of the Warrants.
(d) The aggregate number 1.5 All dollar amounts referred to in this Agreement are in lawful money of Securities sold shall not exceed 8,333,333 (the “Maximum Offering”). The Company may accept subscriptions until [______________]Canada, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”)indicated.
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (CurrencyWorks Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and Investor agrees to purchase Class A Preferred Stock buy and the Company agrees to sell and issue to Investor such number of units (the “SecuritiesUnits”), each Unit consisting of ERC Homebuilders 1, Inc., a Delaware Corporation one common share of the Company (the “CompanyShares”), at a and one warrant to purchase price one common share of $6 per share the Company (the “Per Security PriceWarrant”), upon the terms and conditions set forth herein. The minimum subscription is $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion of the 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 Amended and Restated Certificate of Incorporation included as Exhibit 2.1 to on the Offering Statement of the Company filed with the SEC signature page hereto, for an aggregate purchase price (the “Offering StatementPurchase Price”).
) equal to the product of (bx) Subscriber understands that the Securities aggregate number of Units the Investor has agreed to purchase and (y) the Purchase Price per Unit, each as set forth on the signature page hereto. The Units are being offered pursuant to an offering circular dated [____________] a registration statement on Form S-1, File No. 333-220844 (as amended, the “Registration Statement”). The Registration Statement was declared effective by the Securities and Exchange Commission (the “Offering CircularCommission”) filed with prior to issuance of any Units and acceptance of Investor’s Subscription. The prospectus (the SEC as “Prospectus”), which forms a part of the Offering Registration Statement, however, is subject to change. By executing this Subscription A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Units are being offered by Boustead Securities, LLC (the “Underwriter”) as underwriter on a “best efforts, minimum/maximum” basis pursuant to an underwriting agreement (the “Underwriting Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies ”). The completion of the Offering Circular purchase and Offering Statement including exhibits thereto sale of the Units (the “Closing”) shall take place at a place and any other information required by time (the Subscriber “Closing Date”) to make an investment decision.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), specified by the Company and Underwriters in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the Underwriting Agreement and the Registration Statement declared effective bythe Commission, at its sole discretion. In addition, the Closing (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer or ACH transfer of immediately available funds to the Company’s escrow account shall be released to the Company, at its sole discretionand (ii) the Company shall cause the Shares and the Warrants to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DWAC Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DWAC system, may allocate to Subscriber only a portion through the DRS or book-entry delivery of Shares and the Warrants on the books and records of the number transfer agent. If delivery is made by book entry on the books and records of Securities Subscriber has subscribed forthe transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. The Company Underwriter and any participating broker dealers (the “Members”) shall confirm, via the Underwriting Agreement, selected dealer agreement or master selected dealer agreement, as applicable, that it will notify Subscriber whether this comply with Exchange Act Rule 15c2-4. As per Exchange Act Rule 15c2-4 and FINRA Notice to Members Rule 84-7 (the “Rule”), all checks that are accompanied by a subscription is accepted (whether agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. With regards to monies being wired or sent via ACH transfer from an investor’s bank account, the Members shall request the investors send their wires or ACH transfers by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investor’s account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in whole or customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in part) or rejected. If Subscriber’s subscription is rejectedthe Registration Statement, Subscriber’s payment (or portion thereof if partially rejected) all funds deposited in the escrow account will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 (the “Maximum Offering”). The Company may accept subscriptions until [______________], unless otherwise extended by the Company in its sole discretion investors promptly in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale terms of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force escrow agreement and effectapplicable law.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (the “SubscriberInvestor”) hereby irrevocably subscribes for and agrees to purchase Class A Preferred Stock shares of common stock, par value $0.001 per share, (the “SecuritiesShares”)) of Oaktree Strategic Income II, of ERC Homebuilders 1, Inc., a Delaware Corporation Inc. (the “Company,” “we,” “our” or “us”), at ) with a purchase price of $6 per share capital commitment (“Capital Commitment”) in the “Per Security Price”), upon the terms and conditions amount set forth hereinon the signature page below. The minimum Investor acknowledges and agrees that this subscription (i) is $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement and irrevocable on the Class A Common Stock (“Common Stock”) issuable upon conversion of the 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 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 [____________] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription AgreementInvestor, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies (ii) is conditioned upon acceptance by or on behalf of the Offering Circular Company, and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision.
(ciii) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 (the “Maximum Offering”). The Company may accept subscriptions until [______________], unless otherwise extended part by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required discretion. The Investor has read, acknowledges and is aware of all the terms and provisions of the Company’s Confidential Private Placement Memorandum, as amended, restated and/or supplemented from time to sell the Maximum Offering time (the “Termination DateMemorandum”), the Company’s Amended and Restated Certificate of Incorporation attached hereto as Appendix A, as amended from time to time (the “Charter”), the Company’s Amended and Restated Bylaws attached hereto as Appendix B, as amended from time to time (the “Bylaws”), the Investment Advisory Agreement with Oaktree Capital Management, L.P., our investment adviser (the “Adviser”) attached hereto as Appendix C, as amended from time to time (the “Advisory Agreement”), the Administration Agreement between the Company and Oaktree Fund Administration, LLC, our administrator (the “Administrator”) attached hereto as Appendix D, as amended from time to time (the “Administration Agreement,” and together with the Memorandum, the Charter, the Bylaws and the Advisory Agreement, the “Operative Documents”), together with this Subscription Agreement (the “Subscription Agreement”). Capitalized terms not defined herein are used as defined in the Memorandum. The Company may elect at any time expects to close all or any portion enter into separate Subscription Agreements (the “Other Subscription Agreements,” and, together with this Subscription Agreement, the “Subscription Agreements”) with other investors (the “Other Investors,” and together with the Investor, the “Investors”), providing for the sale of this offering, on various dates at or prior Shares to the Termination Date (each a “Closing Date”)Other Investors. This Subscription Agreement and the Other Subscription Agreements are separate agreements, and the sales of Shares to the undersigned and the Other Investors are separate sales.
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(fb) The Investor agrees to purchase Shares for an aggregate purchase price equal to its Capital Commitment, payable at such times and in such amounts as required by the Company, under the terms and subject to the conditions set forth herein. On each Capital Drawdown Date (as defined below), the Investor agrees to purchase from the Company, and the Company agrees to issue to the Investor, a number of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns Shares equal to the Drawdown Share Amount (collectively, “Transferees”as defined below) at an aggregate price equal to the Drawdown Purchase Price (as defined below); provided provided, however, that in no circumstance will an Investor be required to purchase Shares for any such transfer to be deemed effective, an amount in excess of its Unused Capital Commitment (as defined below). Copy No.: For 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.Exclusive Use of:
Appears in 1 contract
Samples: Subscription Agreement (Oaktree Strategic Income II, Inc.)
Subscription. Subject to the terms and conditions hereof, at the Closing (a) The undersigned (“Subscriber”) as defined below), Subscriber hereby irrevocably subscribes agrees to subscribe for and purchase, and the Issuer hereby agrees to issue and sell to Subscriber, as set forth below, the Warrant upon the payment of the Purchase Price (such purchase Class A Preferred Stock (and issuance, the “SecuritiesSubscription”).
1.1. The Subscriber shall pay the Tranche 1 Warrant Purchase Price to the Issuer or, following the Acquisition or any other reorganization involving the Issuer as described in the Warrant (a “Reorganization”), the applicable successor, acquirer or parent entity resulting from such Reorganization (such entity, which shall be Supernova in the event of ERC Homebuilders 1the Acquisition, Inc., a Delaware Corporation (the “Company”), at a purchase price ) by wire transfer of readily available funds of $6 per share 4,999,950 upon the later of (x) the closing of the Acquisition and (y) June 30, 2022 (such applicable date, the “Per Security PriceTranche 1 Payment Date”), upon the terms and conditions set forth herein. The minimum subscription is $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion Upon receipt of payment of the Class A Preferred Stock are also referred Tranche 1 Warrant Purchase Price, the Warrant shall vest and be exercisable by the Subscriber with respect to as the “Securities.” The rights and preferences of the Class A Preferred Stock are Tranche 1 Warrant Shares as set forth in Amended the terms of the Warrant; provided, that, the Subscription shall be deemed to be rejected and Restated Certificate the Subscriber shall not be entitled to be issued the Warrant upon a termination of Incorporation included as Exhibit 2.1 this Subscription Agreement in accordance with its terms.
1.2. The Subscriber shall pay the Tranche 2 Warrant Purchase Price to the Offering Statement Issuer by wire transfer of readily available funds of $4,999,950, upon the later to occur of (x) the Tranche 1 Payment Date, and (y) the closing of any transaction or series of related transactions which results in the listing of the Company filed capital stock of the Subscriber of any of its Affiliates, including an initial public offering, a direct listing, a combination with the SEC a special purpose acquisition company or any similar listing event (the “Offering StatementSubscriber Listing Event”) (such applicable date, the “Tranche 2 Payment Date”).
; provided, that if such Subscriber Listing Event has not occurred on or prior to the second (b2nd) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [____________] (the “Offering Circular”) filed with the SEC as part anniversary of the Offering Statement. By executing date of this Subscription Agreement, then the Issuer shall be entitled to reject the Subscription with respect to the Tranche 2 Warrant Purchase and the Warrant shall not vest or be exercisable with respect to the Tranche 2 Warrant Shares, and Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies shall not have any further obligation with respect to the payment of the Offering Circular Tranche 2 Warrant Purchase Price. Upon receipt of payment of the Tranche 2 Warrant Purchase Price, the Warrant shall vest and Offering Statement including exhibits thereto and any other information required be exercisable by the Subscriber with respect to make an investment decision.
(c) The Subscriber’s subscription may be accepted or rejected the Tranche 2 Warrant Shares as set forth in whole or in partthe terms of the Warrant; provided, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In additionthat, the Company, at its sole discretion, may allocate Subscription shall be deemed to be rejected and the Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 (entitled to be issued the “Maximum Offering”). The Company may accept subscriptions until [______________], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each Warrant upon a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms termination of this Subscription Agreement shall be binding upon Subscriber and in accordance with 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 Agreementterms.
Appears in 1 contract
Samples: Warrant Subscription Agreement (Rigetti Computing, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A the Series Seed Preferred Stock (the “Securities”), of ERC Homebuilders 1Future Acres, Inc., a Delaware Corporation corporation (the “Company”), at a purchase price of $6 [_] per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500[_] representing [_] shares of the Company. Investors participating in the SeedInvest Auto Invest program have a lower minimum subscription of $[_], representing [_] shares of the Company. The Class A Series Seed Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common StockConversion Shares”) ), issuable upon conversion conversion/exercise of the Class A Series Seed Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Class A Series Seed Preferred Stock are as set forth in the Company’s Amended and Restated Certificate of Incorporation included as Exhibit 2.1 an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [____________DATE] (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.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 [_] (the “Maximum Offering”). The Company may accept subscriptions until [______________](i) the date the Maximum Offering has been sold to investors; (ii) 12 months after qualification by the SEC, unless otherwise extended or (iii) the date at which the offering is earlier terminated by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Providing that subscriptions for [_] Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Subscription. 5.1 On the terms of and subject to the conditions of this Agreement and relying on the warranties, covenants, indemnities and undertakings contained herein the Subscribers (aor, in the case of Mr Baker at Mr Baker's discrxxxxx Xxcusex Xxxxxxxxxx Xxrtnership Limited ("FHP") or, in the case of any Subscriber which is an investment manager any fund managed by such Subscriber) will subscribe in full in cash for such number of the Subscription Shares as are set opposite their names in the third column of Schedule 2 at the Subscription Price ("Subscription Cash") which price the Subscribers will procure to be paid or pay on or by Admission.
5.2 The undersigned (“Subscription Shares will be subscribed free from all liens charges and encumbrances of any nature whatsoever.
5.3 The Directors undertake with the Subscribers that they will on or before 7.30 am on the date of Admission allot the Subscription Shares at the Subscription Price to the Subscribers, or to such nominees as they may direct or also, in the case of Mr Baker to FHP or also in the xxxx of any Subscriber which is an investment manager any fund managed by such Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Preferred Stock (, conditionally only on satisfaction of the “Securities”), of ERC Homebuilders 1, Inc., a Delaware Corporation (the “Company”), at a purchase price of $6 per share (the “Per Security Price”)condition in Clause 2.1.11 on terms that, upon such allotment becoming unconditional, such shares shall be fully paid and shall rank pari passu in all respects with and be identical to the Ordinary Shares in issue including the right to receive all dividends and other distributions declared, made or paid after the date of Admission. Forthwith after such allotment the Company shall provide the Subscribers and Dresdner Kleinwort Benson with certified copies of thx Board resolution allotting the Subscription Shares.
5.4 Each Subscriber severally warrants and undertakes to the Company that the Subscription Cash due from him is, upon this Agreement coming into effect, held by N.M. Rothschild & Sons Limited solely for the purpose of paying the Subscription Cash pursuant to the terms of this Agreement, subject only to this Agreement becoming unconditional and conditions set forth herein. not being terminated.
5.5 The minimum subscription is $500. The Class A Preferred Stock being subscribed for under this Subscription Directors undertake that, subject to the passing of all of the Resolutions, prior to Admission a board meeting of the Company shall be held at which, conditional upon Admission:
5.5.1 the FHP Consultancy Agreement, the Option Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion Service Agreement shall be executed and entered into by the Company;
5.5.2 Mr Baker shall be appointed a dirxxxxx xx the Company and shall be appointed Executive Chairman;
5.5.3 Mr L Rice shall resign as a director of the Class A Preferred Stock are also referred to as Company;
5.5.4 the “SecuritiesSubscription Shares and the Placing Shares shall be allotted and issued in accordance with the terms of this Agreement and the Placing Agreement (respectively); and
5.5.5 the Unapproved Option Scheme shall be adopted by the Company.” The rights
5.6 Each US Subscriber acknowledges and preferences agrees that the Subscription Shares have not been registered under the United States Securities Act of 1933 (the "1933 Act") or the securities laws of any state of the Class A Preferred Stock are as set forth in Amended United States, 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 and sold to the US Subscribers pursuant to an offering circular dated [____________] exemption from registration contained in Regulation D under the 1933 Act and applicable state law (and not pursuant to Regulation S under the “Offering Circular”) filed with 1933 Act). Consequently, the SEC Subscription Shares to be issued to the US Subscribers shall be "restricted shares" as part that term is defined in Rule 144 under the 1933 Act, and each US Subscriber understands and agrees that the Subscription Shares to be issued to the US Subscribers cannot be offered, sold, delivered, transferred or otherwise disposed 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.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior except pursuant to a Closing Date (as hereinafter defined), by registration statement under 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 1933 Act and applicable state law or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 (the “Maximum Offering”). The Company may accept subscriptions until [______________], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion an opinion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form counsel acceptable to the Company in its sole discretionthat said transaction is exempt from registration under the 1933 Act and applicable state law. Each share certificate (including any successor share certificate) shall bear a legend as set forth below: Form of Legend These shares have not been registered under the United States Securities Act of 1933, as amended (the "1933 Act") or the securities laws of any state of the United States. Consequently, these shares cannot be offered, sold, delivered, transferred or otherwise disposed of except pursuant to which a registration statement under the proposed Transferee 1933 Act and applicable state law or in accordance with an opinion of counsel acceptable to the Company that said transaction is exempt from registration under the 1933 Act and applicable state law. The Company shall not be acknowledgerequired to register any purported sale, agreedelivery, and be bound by transfer, or other disposition that is contrary to the representations and warranties of Subscriber, terms of this Subscription Agreementlegend.
Appears in 1 contract
Samples: Subscription Agreement (Huntingdon Life Sciences Group PLC)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Preferred the Common Stock (the “Securities”), of ERC Homebuilders 1LiquidPiston, Inc.Inc, a Delaware Corporation corporation (the “Company”), at a purchase price of $6 45.00 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500765. The Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion rights of the Class A Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Class A Preferred Common Stock are as set forth in the Amended and Restated Certificate of Incorporation included filed as Exhibit 2.1 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 [____________DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision.
(cd) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a an applicable Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(de) The aggregate number of Securities sold shall not exceed 8,333,333 638,888 shares of Common Stock (the “Maximum Offering”), 95,833 of which are being sold by certain of the Company’s existing stockholders (collectively, the “Selling Stockholders”). The There is no minimum required offering amount and the Company may accept subscriptions until [______________], 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”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(fg) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, Subscriber and the terms of this Subscription Agreement, including the Market Stand-Off in Section 6 and the Proxy in Section 7, in substantially the form set forth in Sections 6 and 7, respectively. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Preferred Common Stock (the “Securities”), of ERC Homebuilders 1Max International, Inc., Inc. a Delaware Corporation Utah corporation (the “Company”), at a purchase price of $6 8.333352 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500. The Class A Preferred Common Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion of the Class A Preferred Stock are is also referred to as the “Securities.” The rights and preferences of the Class A Preferred Stock Securities are as set forth in Amended and Restated the Certificate of Conversion dated February 16, 2023 and the Articles of Incorporation included dated February 16, 2023 filed as Exhibit Exhibits 2.1 and 2.2, respectively, to the Offering Statement of the Company filed with the SEC (the “Offering Statement” and the offering of the Securities as described therein, the “Offering”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [____________] (the “Offering Circular”) filed with the SEC as part of the Offering 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.
(c) The parties acknowledge that, concurrently with Subscriber's subscribing to the Offering and executing this Subscription Agreement, Subscriber has also agreed to be party to a Statement of Account (Custody), between Subscriber and North Capital Private Securities Corporation, as custodian for the Securities (“North Capital” or “Custodian” and with such agreement being the “Custody Agreement”). By executing this Subscription Agreement, the Subscriber is agreeing, for the benefit of the Company, that all Securities being acquired as part of the Offering shall be held by and in the name of North Capital, as custodian for the Subscriber, under the terms of the Custody Agreement, and that the books and records of the Company will reflect the Custodian as the holder of record of such Securities, with the Subscriber being the beneficial owner thereof.
(d) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(de) The aggregate number of Securities sold shall not exceed 8,333,333 3,599,992 shares of Class A Common Stock (the “Maximum Offering”). The Company may accept subscriptions until [______________], 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”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(fg) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company and North Capital (a “Transfer Instrument”), each in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement and the Custody Agreement, including the Transferee’s agreement that (A) such Securities through an account with the Custodian and (B) that the Custodian will be the holder of record of the Securities on the books and records of the Company. The Company will provide a sample Transfer Instrument upon request of the Subscriber sent to the Company’s Secretary by written notice sent in accordance with Section 7.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Preferred Common Stock (the “Securities”), of ERC Homebuilders 1, Inc.Sondors Electric Car Company, a Delaware Corporation corporation (the “Company”), at a purchase price of $6 28.68 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion rights of the Class A Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Class A Preferred Common Stock are as set forth in Amended and Restated the Certificate of Incorporation Incorporation, as amended, included as Exhibit 2.1 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 [May ____________] , 2017 (the “Offering Circular”) ), filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto the Exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 697,350 shares of Common Stock (the “Maximum Offeringmaximum number of shares”). The Company may accept subscriptions until [______________], 2017, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for Subscriber acknowledges and agrees to purchase Class A Preferred Stock that this subscription (i) is irrevocable on the “Securities”), of ERC Homebuilders 1, Inc., a Delaware Corporation (the “Company”), at a purchase price of $6 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion of the 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 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 [____________] (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 (ciii) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 (the “Maximum Offering”). The Company may accept subscriptions until [______________], 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, the Memorandum, the Company’s bylaws, in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering form attached hereto as Appendix C (as amended, the “Bylaws”), the Company’s articles of incorporation, in the form attached hereto as Appendix D (as amended, the “Charter”), the Investment Advisory Agreement by and between Barings LLC (the “Termination DateAdviser”) and the Company, in the form attached hereto as Appendix E (as amended, the “Advisory Agreement”) and the Administration Agreement by and between the Company and Barings LLC, the administrator (the “Administrator”), in the form attached hereto as Appendix F (as amended, the “Administration Agreement” and, together with the Memorandum, the Bylaws, the Charter and the Advisory Agreement, the “Operative Documents”) together with this Subscription Agreement.
(b) The Subscriber agrees to purchase Shares for the aggregate purchase price set forth on the signature page below, payable under the terms and subject to the conditions set forth herein. The minimum purchase amount for Shares is $50,000, after which additional investments must be in increments of $5,000, each subject to the discretion of the Company (including, but not limited to, the discretion to accept a lower amount).
(c) The Company will file or has filed a registration statement on Form 10 (the “Registration Statement”) for the registration of its common stock with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) Registration Statement is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, offering document pursuant to which the proposed Transferee shall be acknowledgeCompany is conducting this offering of securities. Accordingly, agreethe Subscriber should rely exclusively on information contained in the Memorandum, and be bound by together with reports 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, the “Subscription Agreements”) with other investors (the “Other Investors,” and together with the Subscriber, the “Investors”), providing for the sale of Shares to the Other Investors. This Subscription Agreement and the Other Subscription Agreements are separate agreements, and the sales of Shares to the undersigned and the Other Investors are to be separate sales.
Appears in 1 contract
Samples: Subscription Agreement (Barings Private Credit LLC)
Subscription. (a) The undersigned (“Subscriber”) Buyer hereby irrevocably subscribes for and agrees to purchase Class A that number of shares of the Seller's Series B-2 Convertible Preferred Stock (the “Securities”Series B-2 Convertible Preferred Stock being hereinafter referred to as the "Preferred Shares"), of ERC Homebuilders 1, Inc., a Delaware Corporation (the “Company”), at a purchase price of par value $6 0.01 per share (the “Per Security Price”), upon which shares are convertible on the terms and conditions set forth hereinin the instruments governing the Preferred Shares into a certain number of shares (the "AUGI Conversion Shares") of the common stock of the Seller, $0.01 par value per share (the "AUGI Common Stock")). The minimum subscription undersigned Buyer also hereby subscribes for and agrees to purchase a certain number of warrants (the "AUGI Warrants") to purchase a certain number of shares (the "AUGI Warrant Shares") of the AUGI Common Stock. Pursuant to SECTION 3(O)(B) of this Subscription Agreement, the Buyer also shall have the right, on the terms and conditions set forth in said SECTION 3(O)(B), to acquire a certain number of warrants (the "eXodus Warrants") to purchase a certain number of shares (the "eXodus Warrant Shares") of the common stock (the "eXodus Common Stock") of eXodus Technologies, Inc. ("eXodus"), a corporation which is $500a subsidiary of the Seller. The Class A Preferred Stock being subscribed for under Shares, the AUGI Conversion Shares, the AUGI Warrants, and the AUGI Warrant Shares and, if they become issuable in the future in accordance with the terms of SECTION 3(O)(B) of this Subscription Agreement Agreement, the eXodus Warrants and the Class A Common Stock (“Common Stock”) issuable upon conversion of the Class A Preferred Stock eXodus Warrant Shares, are also sometimes hereinafter referred to as the “"Securities.” ". The rights number of shares of Preferred Shares and preferences of the Class A Preferred Stock are as set forth in 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 [____________] (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.
(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 AUGI Warrants the Buyer hereby subscribes for and agrees to purchase are set forth below Buyer's name on the signature page hereof, and the aggregate purchase price (whether in whole or in partthe "Purchase Price") or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate for such number of Securities sold shall not exceed 8,333,333 Preferred Shares and AUGI Warrants (NOT including the “Maximum Offering”). The Company may accept subscriptions until [______________]additional price to be paid in order to exercise the AUGI Warrants or to acquire and exercise the eXodus Warrants, unless otherwise extended by should the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereofsame become issuable) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 also set forth below Buyer's name on the signature page hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Samples: Subscription Agreement (American United Global Inc)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees Subject to purchase Class A Preferred Stock (the “Securities”), of ERC Homebuilders 1, Inc., a Delaware Corporation (the “Company”), at a purchase price of $6 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500. The Class A Preferred Stock being subscribed hereof, at the Closing, the Subscriber hereby agrees to subscribe for under this Subscription Agreement and purchase, and the Class A Common Stock (“Common Stock”) issuable SPAC hereby agrees to issue and sell to Subscriber, upon conversion the payment of the Class A Preferred Stock are also referred to as Purchase Price, the “Securities.” The rights and preferences of the Class A Preferred Stock are Committed Shares as set forth in Amended and Restated Certificate on the signature page of Incorporation included as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)this Subscription Agreement.
(b) Subscriber understands that Notwithstanding anything to the Securities are being offered pursuant to an offering circular dated [____________] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing contrary contained in this Subscription Agreement, if (i) the Subscriber acknowledges that holds any Class A Shares acquired after the date hereof, along with any related Redemption Rights (such shares acquired after the date hereof, the “Eligible Shares”) as of the fifth calendar day after the effectiveness of Westrock’s Registration Statement on Form S-4 and the SPAC’s Proxy Statement; and (ii) the Subscriber has received (1) does not exercise any right to redeem or convert Class A Shares in connection with the redemption conducted by the SPAC in accordance with the SPAC’s organizational documents and final IPO prospectus in conjunction with the Closing (“Redemption Rights”) with respect to such Eligible Shares (including revoking any prior redemption or conversion elections made with respect to such Eligible Shares), (2) does not Transfer such Eligible Shares prior to the Closing Date, (3) does not vote such Eligible Shares with respect to any proposal contained in the SPAC’s proxy statement seeking stockholder approval of the Transactions (the “Proxy Statement”), and (4) notifies the SPAC of purchase price paid for each Eligible Share, then such Eligible Shares shall be “Non-Redeemed Shares”, and the number of Committed Shares the Subscriber is obligated to purchase under this Subscription AgreementAgreement may be reduced by the number of Non-Redeemed Shares. In order to decrease the Committed Shares, copies the Subscriber must, at least five Business Days prior to the date of the Offering Circular SPAC’s special stockholders meeting to be held pursuant to the Proxy Statement, deliver to the SPAC a certificate in the form attached hereto as Annex A, and Offering Statement including exhibits thereto and any other information required shall further, upon the SPAC’s request, promptly provide such additional documents reasonably requested by the Subscriber SPAC relating to make an investment decision.
the Eligible Shares. For purposes of this Section 1(b), “Transfer” means any (cx) The Subscriber’s subscription may be accepted sale, offer to sell, contract or rejected agreement to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to any relevant securities, (y) entry into any swap or other arrangement that transfers to another, in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number economic consequences of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted ownership of any relevant securities, or (whether z) public announcement of any intention to effect any transaction specified in whole or in partclause (x) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 (the “Maximum Offering”). The Company may accept subscriptions until [______________], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”y).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Samples: Subscription Agreement (Riverview Acquisition Corp.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class Series A Preferred Stock (the “Securities”), of ERC Homebuilders 1GolfSuites 6, Inc., a Delaware Corporation (the “Company”), at a purchase price of $6 5 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500. The Class Series A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion of the Class Series A Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Class Series A Preferred Stock are as set forth in 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 [____________] (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.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 10,000,000 (the “Maximum Offering”). The Company may accept subscriptions until [______________], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) 1. The undersigned (“Subscriber”) Purchaser hereby irrevocably subscribes for and agrees to the number of shares of Common Stock set forth on the signature page hereto. The purchase Class A Preferred Stock price (the “Securities”), "Purchase Price") for the shares of ERC Homebuilders 1, Inc., a Delaware Corporation (Common Stock hereby subscribed for by the “Company”), at a purchase price of $6 per share (the “Per Security Price”), upon the terms and conditions Purchaser is set forth hereinon the signature page hereto. The minimum subscription is $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock Purchase Price shall be payable by check (“Common Stock”) issuable upon conversion or by such other form of the Class A Preferred Stock are also referred to cash payment as the “Securities.” The rights and preferences of Corporation desires to accept) as described in the Class A Preferred Stock are as set forth in 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 prospectus dated [____________] (, 1997 and filed by the “Offering Circular”) filed Corporation with the SEC as part of on ____________, 1997 (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"Final Prospectus").
(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 for2. 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) Purchaser understands that the Purchase Price will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 deposited into an escrow account (the “Maximum Offering”). The Company may accept subscriptions until "Escrow Account") at [BANK], ______________]__, or another federally insured institution, and that the shares of Common Stock hereby subscribed for will not be issued, if at all, until the next closing, all as more fully described in the Final Prospectus. In the event that the Minimum Offering (as defined in the Final Prospectus) is not sold by the end of the Initial Offering Period (as defined in the Final Prospectus), plus any extensions thereof, as described in the Final Prospectus, the Purchase Price will be returned to the Purchaser by the Corporation, without interest.
3. This subscription shall be deemed to be accepted by the Corporation only when it is signed by the Corporation.
4. The Purchaser hereby acknowledges receipt of a copy of the Registration Statement, including the Final Prospectus.
5. The Purchaser understands, acknowledges and agrees that:
a. This subscription may be accepted or rejected in whole or in part by the Corporation in its sole and absolute discretion; provided that, in the case of any rejection or partial acceptance, the Purchase Price payment (or the portion thereof not accepted) will be promptly refunded, without interest thereon. Upon acceptance hereof, the Purchaser will receive confirmation of such acceptance.
b. The subscription period for the shares of Common Stock hereby subscribed for will terminate on ____________, 1997, unless otherwise earlier terminated or unless extended by the Company Corporation, as described in its the Final Prospectus. Any such early termination or extension will occur without notice to any person, in the sole and absolute discretion in accordance with applicable SEC regulations of the Corporation.
c. Subscriptions may not be withdrawn until the earlier to occur of rejection by the Corporation or termination of the Offering.
d. The Purchaser must purchase a minimum of 50 shares of Common Stock.
e. No federal or state agency has made any finding or determination as to the fairness of this Offering for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all investment or any portion of this offering, on various dates at recommendation or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale endorsement of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effectCommon Stock.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) Subscriber hereby irrevocably subscribes for and agrees commits to purchase Class A Preferred Stock (the “Securities”), of ERC Homebuilders 1, Inc., a Delaware Corporation (the “Company”), at a purchase price of $6 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion of the 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 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 [____________] _ Units of the Company (must subscribe to a minimum of 1 Unit), at a purchase price of $500.00 per Unit, for a total purchase price of $_____________________, upon the terms and conditions set forth herein (the or this “Subscription”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Units being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Circular”) filed with the SEC as part Statement, including an Offering Circular and attached Operating Agreement. A full description of the Securities and the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of is set forth in the Offering Circular and accompanying Operating Agreement. By subscribing to the Offering, the Subscriber acknowledges that he/she/it has received and reviewed a copy of the Offering Statement including exhibits thereto Circular, Operating Agreement and any other information required requested by the Subscriber in writing to make an investment decisiondecision with respect to the Securities.
(c) The Subscriber’s subscription This Subscription may be accepted or rejected rejected, in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at in its sole discretion. In addition, the Company, at in its sole discretion, may allocate to the Subscriber only a portion of the number of Securities Subscriber has Units subscribed for. The Company Escrow Agent (as defined in Section 3 below) will notify the Subscriber whether this subscription via e-mail in each of the following instances: (i) when the Subscriber’s Closing Documents (as defined in Section 3 below) are received; (ii) when the Subscriber’s Commitment sums are received; and (iii) if and when the Subscriber’s Subscription is accepted (whether in whole or in part) or rejected. In the event that the Subscription is accepted, the Escrow Agent shall also e-mail the Subscriber a copy of the duly executed Agreement. If Subscriber’s subscription the Subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber him/her/it without interest and all of the Subscriber’s obligations hereunder shall terminate.terminate except with respect to any portion of the Commitment and accompanying Units successfully subscribed for. Opening Night Enterprises/Subscription Agreement & Investor Questionnaire/(2017/18)
(d) The aggregate maximum number of Securities shares of the Company’s Units that may be sold in this Offering shall not exceed 8,333,333 100,000 (the “Maximum OfferingUnits”). The Company may accept subscriptions until [______________]the earlier of: (1) Sale of the Maximum Units; (2) twelve months from the date that the Offering is qualified by the SEC, unless 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 Units (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the set an earlier Termination Date (each a “Closing Date”)and end the Offering. No minimum number of Units is required to be sold.
(e) In the event of a rejection of this subscription Subscription in its entirety, or in the event the sale of the Securities Units (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 Sections 7, 8 and 9 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon the Subscriber and its permitted transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Transfers of Interests provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company Company, in advance advance, an instrument in a form agreement acceptable to the Company Company, in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, the Subscriber and the terms of this Subscription Agreement.
Appears in 1 contract
Samples: Subscription Agreement (Opening Night Enterprises, LLC)
Subscription. (a) The undersigned (“Subscriber”) Investor hereby irrevocably subscribes for and agrees to purchase Class A Preferred Stock shares (the “SecuritiesShares”) of Series A Preferred Stock, par value $0.001 per share (the “Series A PreferredStock”), of ERC Homebuilders 1, Virtuix Holdings Inc., a Delaware Corporation corporation (the “Company”), at a purchase price of $6 ___ per share of Series A Preferred Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription purchase price of each Share is $500payable in the manner provided in Section 2(a) below. The Class A Preferred Stock Shares being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon the conversion of the Class A Preferred Stock such Shares are also sometimes referred to herein as the “Securities.” The rights and preferences of the Class A Preferred Stock are as set forth in 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 Investor understands that the Securities Shares are being offered pursuant to an offering circular the Offering Circular dated [____________] _, 2015 and its exhibits (the “Offering Circular”) as filed with the SEC as part of Securities and Exchange Commission (the Offering Statement“SEC”). By executing this Subscription Agreementsubscribing to the Offering, Subscriber Investor acknowledges that Subscriber Investor has received this Subscription Agreement, copies and reviewed a copy of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber Investor to make an investment decisiondecision with respect to the Shares.
(c) The Subscriber’s subscription This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber Investor only a portion of the number of Securities Subscriber the Shares that Investor has subscribed forto purchase hereunder. The Company will notify Subscriber Investor whether this subscription is accepted (whether in whole or in part) or rejected. If SubscriberInvestor’s subscription is rejected, SubscriberInvestor’s payment (or portion thereof if partially rejected) will be returned to Subscriber Investor without interest and all of SubscriberInvestor’s obligations hereunder shall terminate.
(d) The aggregate number of Securities shares of Series A Preferredthat may be sold by the Company in this offering shall not exceed 8,333,333 ______________ shares (the “Maximum Offering”). The Company may accept subscriptions until [______________], 2016, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other additional period as may be required to sell the Maximum Offering Units (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, offering on various dates at or prior to the Termination Date (each a “Closing DateClosing”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities Shares (or any portion thereof) is to Investoris not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) 1.1 On the basis of the representations and warranties, and subject to the terms and conditions, set forth in this Agreement, the Subscriber hereby irrevocably subscribes for and agrees to purchase Class A Preferred Stock such number of Units as is set forth on page 2 of this Agreement at a price of CAD$0.125 per Unit for the Subscription Amount shown on page 2 of this Agreement, which is tendered herewith (such subscription and agreement to purchase being the “Subscription”), and the Issuer agrees to sell the Units to the Subscriber, effective upon the Issuer’s acceptance of this Agreement.
1.2 The Subscriber acknowledges that the Units have been offered to the Subscriber as part of an offering by the Issuer of additional Units to other subscribers for gross proceeds of up to $300,000 (or any such greater or lesser amount as may be determined by the Issuer in its sole discretion) (the “Offering”).
1.3 Each Unit will consist of one Share and one Warrant. Each Warrant will entitle the holder thereof to purchase one Warrant Share, as presently constituted, for a period of two (2) years commencing from the Closing Date at an exercise price of CAD$0.165 per Warrant Share. The Units, the Shares, the Warrants and the Warrant Shares are referred to herein as the “Securities”), .
1.4 The Warrants will contain a provision restricting the exercise of ERC Homebuilders 1, Inc., a Delaware Corporation the Warrants as follows:
(a) Notwithstanding anything to the “Company”), at a purchase price of $6 per share (the “Per Security Price”), upon the terms and conditions contrary set forth herein. The minimum subscription is $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement , at no time may the Subscriber of any Warrant exercise the Warrants if the number of shares to be issued pursuant to such exercise would exceed, when aggregated with all other shares owned by such Subscriber at such time, the number of shares which would result in such Subscriber beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the Class A Common Stock rules thereunder) in excess of 9.99% of all of the shares outstanding at such time; provided, however, that upon the Subscriber providing the Company with sixty-one (“Common Stock”61) days’ notice that such Holder would like to waive this Section with regard to any or all shares issuable upon conversion exercise of the Class A Preferred Stock are also referred Warrants, this Section will be of no force or effect with regard to as the “Securities.” The rights and preferences of the Class A Preferred Stock are as set forth in 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 [____________] (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.
(c) The Subscriber’s subscription may be accepted all 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 Warrants referenced in such notice; provided, further, that this Section shall be of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted no further force or effect during the sixty-one (whether in whole or in part61) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all days immediately preceding the expiration of Subscriber’s obligations hereunder shall terminatethe term of the Warrants.
(d) The aggregate number 1.5 All dollar amounts referred to in this Agreement are in lawful money of Securities sold shall not exceed 8,333,333 (the “Maximum Offering”). The Company may accept subscriptions until [______________]Canada, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”)indicated.
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (CurrencyWorks Inc.)
Subscription. (a) a. The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Preferred Common Stock (the “Securities”), of ERC Homebuilders 1Gem Industries Group, Inc., a Delaware Corporation an Oklahoma corporation (the “Company”), at a purchase price of $6 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 1,500 Offered Shares ($5001,500); however, we can waive the minimum purchase requirement on a case-by-case basis in our sole discretion. The Class A Preferred Stock being subscribed for under this Subscription Agreement and Company may also accept promissory notes, project marketing services, or consulting services, in lieu of cash payments; however, any non-cash consideration received by the Class A Common Stock (“Common Stock”) issuable upon conversion of the 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 Amended and Restated Certificate of Incorporation included as Exhibit 2.1 Company shall be valued according to the Offering Statement Note to Rule 251(a)(1) of the Company filed with the SEC (the “Offering Statement”).Regulation A.
(b) b. Subscriber understands that the Securities are being offered pursuant to an offering circular dated [____________] (the “Offering Circular”) filed with the SEC as part of the Offering 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.
(c) c. The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) d. The aggregate number of Securities sold shall not exceed 8,333,333 10,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until [______________]the 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”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) e. In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Samples: Subscription Agreement (Gem Industries Group, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Preferred Stock Units (the “Securities”), of ERC Homebuilders 1CalTier Fund I, Inc.LP, a Delaware Corporation Limited Partnership (the “Company”), at a purchase price of $6 5 per share Unit (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500500 for U.S. Persons and $100,000 for non-U.S. Persons. The Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion of the Class A Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Class A Preferred Stock Unit are as set forth in Amended and Restated Certificate of Incorporation included Limited Partnership Agreement filed as Exhibit 2.1 A to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). This agreement is revocable up to 30 days after the subscriber signs the agreement, after which this agreement will be irrevocable.
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [______________] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Limited Partnership Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) At any time and for any reason up to 30 days from executing this Subscription Agreement, Subscriber may revoke their subscription in entirety. If Subscriber’s subscription is revoked, Subscriber’s payment will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(e) The aggregate number of Securities sold shall not exceed 8,333,333 10,000,000 (the “Maximum Offering”). The Company may accept subscriptions until [______________], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). However, for any Subscriber the Closing Date will be at least 30 days after such Subscriber executes this Subscription Agreement.
(ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(fg) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in [a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Preferred Stock Helix™ tokens (the “SecuritiesTokens”), of ERC Homebuilders 1, Knowbella Helix Inc., a Delaware Corporation corporation (the “Company”), at a purchase price of $6 0.30 per share Token (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500480, or 1,600 Tokens. The Class A Preferred Stock Tokens being subscribed for under this Subscription Agreement and the shares of Class A H Common Stock (“Class H Common Stock”) issuable upon conversion of the Class A Preferred Stock Tokens are also referred to as the “Securities.” ”. The rights and preferences of the Class A Preferred Stock Tokens are as set forth in Amended and Restated Certificate of Incorporation included the Tokenholders’ Agreement (as Exhibit 2.1 may be amended from time to time pursuant to the terms thereof, the “Tokenholders’ Agreement”), substantially in the form filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). The rights and preferences of the Class H Common Stock are as set forth in the Amended and Restated Certificate of Incorporation of the Company (the “Restated Certificate”) and are subject to the Stockholders Agreement (the “Stockholders Agreement”), both substantially in the forms filed as exhibits to the Offering Statement.
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [____________] , 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. Subscriber further acknowledges that the Tokenholders’ Agreement is hereby incorporated into this Subscription Agreement and together with this Subscription Agreement constitute the “Transaction Agreements”.
(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 Tokens Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. Subscriber hereby acknowledges and agrees that: (i) any returned funds may be repaid in U.S. Dollars, regardless of Subscriber’s initial form of payment; (ii) if Subscriber pays in any form of cryptocurrency accepted by the Company (including, without limitation, Bitcoin or Ether), the Company may convert such payment to U.S. Dollars at any time after receipt at the then-applicable conversion rate; (iii) if such cryptocurrency payment is converted into U.S. Dollars, upon such return of funds, the Company shall not be liable for any fluctuations in the price of such cryptocurrency that occur during the period any of Subscriber’s funds (and the proceeds thereof) are being held by the Company or for its benefit.
(d) The aggregate number of Securities Tokens sold in this offering shall not exceed 8,333,333 166,666,667 Tokens (the “Maximum Offering”). The Company may accept subscriptions until [______________●], unless otherwise earlier terminated or extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, This Offering is being conducted on various dates at or prior to the Termination Date (each a “Closing Date”)best efforts” basis as provided by Rule 251(d)(3)(i)(F) of Regulation A, which means that there is no guarantee that any minimum amount will be sold.
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees 1.1 Subject to purchase Class A Preferred Stock (the “Securities”), of ERC Homebuilders 1, Inc., a Delaware Corporation (the “Company”), at a purchase price of $6 per share (the “Per Security Price”), upon the terms and conditions set forth hereof, at the Closing, the Subscriber hereby agrees to subscribe for and purchase, and the Company hereby agrees to issue and sell to the Subscriber (subject to the prior payment by the Subscriber of the Applicable Purchase Price in accordance with the terms herein), the PIPE Shares (such subscription and issuance, the “PIPE Subscription”).
1.2 To the extent that the Backstop Triggering Event occurs immediately prior to the First Effective Time (as defined in the Business Combination Agreement), Subscriber hereby agrees to subscribe for and purchase, and the Company hereby agrees to issue and sell to the Subscriber (subject to the prior payment by the Subscriber of the Backstop Subscription Amount (as defined below) in accordance with the terms herein), a number of shares of Company Common Stock equal to (i) (x) $195,500,000 minus (y) the Available Capital, divided by (ii) $10.15 (such amount, the “Backstop Subscription Amount”), rounded down to the nearest whole number (the “Backstop Shares” and such subscription and issuance, the “Backstop Subscription” and, together with the PIPE Subscription, the “Subscriptions”).
1.2.1 On the day following which the Buyer Stockholder Redemptions (as defined in the Business Combination Agreement) are required to be made in accordance with the Existing Buyer Certificate of Incorporation (as defined in the Business Combination Agreement), the Company shall deliver a written notice (the “Funding Notice”) to the Subscriber setting forth: (i) the Backstop Subscription Amount (as calculated in accordance with Section 1.2); (ii) the number of Backstop Shares, if any; (iii) the anticipated Closing Date; and (iv) the Company’s wire instructions.
1.2.2 Notwithstanding the foregoing, for the avoidance of doubt, the “Backstop Subscription Amount” shall be finally calculated without including any shares of Company Common Stock subject to the Buyer Stockholder Redemption that have been offered for redemption but subsequently and validly withdrawn by the applicable holder in accordance with the Existing Buyer Certificate of Incorporation (as the same is in existence at such time) and applicable Law.
1.2.3 At Closing (as defined below), the Subscriber may (or may cause one or more of its affiliates to), at its option, tender all or a portion of the Subscriber Term Loans in an aggregate principal amount up to the Subscriber Term Loan Amount to BC Cyan (a “Loan Tender” and any such amount a “Loan Tender Amount”) in satisfaction of its obligation to fund an amount of cash with respect to the Backstop Subscription Amount equal to the Loan Tender Amount; provided, that in no event shall the Loan Tender Amount exceed 25% of the aggregate principal amount of all Term Loans (as defined in the Term Loan Facility) outstanding at the time of such purchase. The minimum subscription is $500A Loan Tender shall be consummated by way of an open market purchase by BC Cyan of the Subscriber Term Loans pursuant to Section 13.6(h) of the Term Loan Credit Agreement, pursuant to which, on the date of the Closing (i) the Subscriber and BC Cyan shall execute an Assignment and Acceptance (as defined in the Term Loan Credit Agreement) and (ii) immediately following the consummation thereof, the Subscriber Term Loans so assigned shall be contributed to Blue Nile and immediately cancelled by Blue Nile. The Class A Preferred Stock Any accrued and unpaid interest on the Subscriber Term Loans being subscribed for contributed and cancelled pursuant to this Section 1.2.3 through the date of Closing shall be included in the Loan Tender Amount.
1.2.4 Notwithstanding anything to the contrary herein, the Company and its affiliates shall not have any liabilities or obligations with respect to, or arising out of, the Subscriber Term Loans (whether under this Subscription Agreement or otherwise and including, for the Class A Common Stock (“Common Stock”) issuable upon conversion avoidance of doubt, if the 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 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 [____________] (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.
(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 Business Combination Agreement is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 (the “Maximum Offering”). The Company may accept subscriptions until [______________], unless otherwise extended by the Company in its sole discretion terminated in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”its terms).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Samples: Subscription Agreement (Mudrick Capital Acquisition Corp. II)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class Units, each comprising .7 share of Series A Preferred Stock Stock, par value $0.00001 per share, and .3 share of Common Stock, par value $0.00001 per share, from certain of the Company’s stockholders named in the Offering Statement (collectively, the “Selling Stockholders” and such Units, the “Securities”), of ERC Homebuilders 1Life Spectacular, Inc., a Delaware Corporation corporation, d/b/a Proven Skincare (the “Company”), at a purchase price of $6 6.60 per share unit (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500990; thereafter Securities shall be subscribed for in increments of 10 Units. The Class A Preferred Stock being subscribed for under this Subscription Agreement and rights of the Class A Common Stock (“Common Stock”) issuable upon conversion of the Class A Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Class Series A Preferred Stock are as set forth in Amended amended and Restated Certificate restated certificate of Incorporation included incorporation of the Company filed as Exhibit 2.1 an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [____________DATE] (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.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 (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 [______________], 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”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Preferred Stock Common Shares , no par value per share (the “SecuritiesShares”), of ERC Homebuilders 1Audition Showdown, Inc., a Delaware Corporation an Ontario, Canada corporation (the “Company”), . Such purchases shall be made at a purchase price of $6 2.00 per share Share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is purchase that may be made by any Subscriber shall be $500250. Subscriptions for investment below the minimum investment may be accepted at the discretion of the Company. The Class A Preferred Stock purchase price of each Share is payable in the manner provided in Section 2(a) below. The Shares being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion of the Class A Preferred Stock subscribed for herein are also sometimes referred to as the “Securities.” The rights and preferences of the Class A Preferred Stock Shares are as set forth in Amended and Restated Certificate the Articles of Incorporation included Incorporation, as Exhibit 2.1 amended, of the Company, available 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 [____________] , 2020 (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 decisiondecision with respect to the Securities.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities the Shares that Subscriber has subscribed forto purchase hereunder. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities Shares that may be sold by the Company in this offering shall not exceed 8,333,333 25,000,000 (the “Maximum Offering”). The Company may accept subscriptions until [______________], 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”). The There is no minimum required offering amount and the Company may elect at any time to close all or any portion of this offering, offering on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities Shares (or any portion thereof) to Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(fg) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Preferred Common Stock (the “Securities”), of ERC Homebuilders 1, Inc.MMEX Resources Corporation, a Delaware Corporation Nevada corporation (the “Company”), at a purchase price of [Three to Six] Cents ($6 .0[3-6]) per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion of the 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 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 [____________] (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.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold for the Company shall not exceed 8,333,333 [Fifty to One Hundred] Million ([50 – 100],000,000) shares (the “Maximum Offering”). The Company may accept subscriptions until [______________]the 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”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Preferred Stock Non-Voting Common Stock, par value $0.001 per share (the “Securities”), of ERC Homebuilders 1Dimicron, Inc.Inc. dba Dymicron, a Delaware Corporation Utah corporation (the “Company”), at a purchase price of $6 5.75 per share of Non-Voting Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is 174 shares of Non-Voting Common Stock, or $5001,000.50. The Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion rights of the Class A Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Class A Preferred Non-Voting Common Stock are as set forth in the Company’s Second Amended & Restated Articles of Incorporation, and the Articles of Amendment to Second Amended and Restated Certificate Articles of Incorporation included Incorporation, filed as Exhibit Exhibits 2.1 and 2.2, respectively, to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [____________] ], 2022 (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.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 2,608,695 (the “Maximum Offering”). The Company may accept subscriptions until [______________], 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”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Subscription. Subject to the terms and conditions of this Subscription Agreement, on the date of the Closing referred to in Section 4 hereof, each Investor severally (awhich means for purposes of this Subscription Agreement severally and not jointly and severally) The undersigned shall purchase from the Company, and the Company shall issue and sell to such Investor, such Investor’s Pro Rata Share (“Subscriber”as set forth on the signature page to this Subscription Agreement executed by such Investor) hereby irrevocably subscribes for and agrees to purchase Class A Preferred of the number of shares of Common Stock determined below (the “Securities”), ) for such Investor’s Pro Rata Share of ERC Homebuilders 1, Inc., a Delaware Corporation (the “Company”), at a aggregate purchase price of $6 per share 12,000,000 payable collectively by the Investors (subject to adjustment as described below. the “Per Security Aggregate Purchase Price”), upon the terms and conditions set forth hereinwhich is payable as described in Section 5 hereof. The minimum subscription is $500. The Class A Preferred Stock being subscribed price per share payable for under this Subscription Agreement and the Class A Securities shall equal the gross public offering price per share at which the Company sells a share of Common Stock in connection with the public offering consummated in connection with the Equity Raise or if no public offering is consummated the lowest price per share at which the Company issues or sells a share of Common Stock in connection with the Equity Raise (“Common Stock”) issuable upon conversion of the Class A Preferred Stock are also referred to as such price per share, the “Securities.” The rights and preferences of the Class A Preferred Stock are as set forth in Amended and Restated Certificate of Incorporation included as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering StatementApplicable Price Per Share”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [____________] (the “Offering Circular”) filed with the SEC as part of the Offering 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.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 (the “Maximum Offering”). The Company may accept subscriptions until [______________], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior issued to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, Investors pursuant to this Subscription Agreement shall have no force equal the lower of (A) the quotient of the Aggregate Purchase Price divided by the Applicable Price Per Share and (B) the number of Securities representing 4.9% of the Company’s outstanding Common Stock (taking into account the concurrent issuance of the shares of Common Stock pursuant to the Equity Raise and the Exchange Transaction), and if the 4.9% cap applies, the Aggregate Purchase Price shall be reduced prior to the issuance of the Securities by an amount necessary to avoid issuing Securities to the Investors in excess of the 4.9% cap. To the extent that the Company issues or effectsells any Common Stock under the Equity Raise with any material terms (including price per share but excluding for this purpose, except any lock-up provisions) that are superior for Section 5 hereof, which shall remain in force and effect.
(f) The an investor to the terms of this Subscription Agreement with respect to the Investors, each Investor severally shall be binding upon Subscriber entitled to receive such terms in connection with this Subscription Agreement. Each Investor severally acknowledges that the Securities will be subject to restrictions on transfer as described in this Subscription Agreement. Each Investor severally and its transfereesthe Company acknowledge and agree that (a) except as set forth in this Subscription Agreement, heirsthis subscription is irrevocable and (b) this subscription is subject to (i) (A) the satisfaction of all conditions precedent to the consummation of the Exchange Transaction, successors (B) the contemporaneous closing of the Exchange Transaction, including the Company’s receipt of at least $156.0 million in total value in connection with (and assigns in accordance with) the Equity Raise, (collectively, “Transferees”); provided that for any such transfer C) the contemporaneous cash investment of at least $8 million by Xxxxxx Xxxxxx pursuant to a subscription agreement to be deemed effectiveconsummated at the Closing, (D) the Transferee shall have executed execution and delivered to delivery by the Company in advance an instrument in and the Investors of a form registration rights agreement reasonably acceptable to the Investors requiring the Company in its sole discretion, to register the Securities for resale or distribution and pursuant to which the proposed Transferee shall be acknowledgeCompany will use best efforts to cause the effectiveness of a shelf resale registration statement with respect to the Securities and to cause such registration statement to remain effective for the later of two years and the date when the shares are freely tradeable under Rule 144, agreewithin 90 days following the Closing or, if earlier, the day preceding the expiration of the Lock-up Period (as defined below), (E) the Company’s receipt of the requisite shareholder approvals required by the NYSE American for the issuance of the Common Stock in the Exchange Transaction and be bound by Equity Raise to the extent required, (F) the accuracy of the representations and warranties of Subscriberthe Company in the Exchange Agreement and in this Subscription Agreement, terms and (G) the execution and delivery by the Company of such other documents reasonably requested by any Investor, and (ii) the Company’s acceptance of this subscription pursuant to Section 3 hereof. Each Investor severally and the Company agree that if the conditions to the Closing are not satisfied on or prior to May 31, 2018, such Investor severally and the Company shall have the right to revoke this Subscription Agreement and terminate the obligations under this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The 1.1 On the basis of the representations and warranties and subject to the terms and conditions set forth herein, the undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Preferred Stock units (the “SecuritiesUnits”) at a price of $0.60 per Unit (such subscription and agreement to purchase being the “Subscription”), for an aggregate purchase price as set out on the signature page of ERC Homebuilders 1, Inc., a Delaware Corporation this Subscription Agreement (the “CompanySubscription Proceeds”)) which is tendered herewith, at a purchase price on the basis of $6 per share (the “Per Security Price”), upon representations and warranties and subject to the terms and conditions set forth herein.
1.2 Each Unit will consist of one common share in the capital of the Company (each, a “Share”) and one-half of one common share purchase warrant (each, a “Warrant”) subject to adjustment. Each Warrant shall be non-transferable. Each whole Warrant shall entitle the holder thereof to purchase one common share in the capital of the Company (each, a “Warrant Share”), as presently constituted, for a period of two years commencing from the Closing Date (defined herein) at an exercise price of US$0.90 per Warrant Share. The minimum subscription is $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement Shares, Warrants and the Class A Common Stock (“Common Stock”) issuable upon conversion of the Class A Preferred Stock Warrant Shares are also referred to herein as the “Securities”.”
1.3 The rights and preferences Company hereby agrees to sell, on the basis of the Class A Preferred Stock are as representations and warranties and subject to the terms and conditions set forth in Amended and Restated Certificate of Incorporation included as Exhibit 2.1 herein, to the Offering Statement of Subscriber the Company filed with Units. Subject to the SEC (terms hereof, the “Offering Statement”)Subscription Agreement will be effective upon its acceptance by the Company.
(b) Subscriber understands that the Securities are being offered pursuant 1.4 Both parties to an offering circular dated [____________] (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.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 (the “Maximum Offering”). The Company may accept subscriptions until [______________], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall acknowledge and agree that Xxxxx Xxxxxx LLP has acted as counsel only to the Company and is not protecting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Company and Xxxxx Xxxxxx LLP have no force or effectgiven the Subscriber the opportunity to seek, except for Section 5 hereofand have recommended that the Subscriber obtain, which shall remain in force and effect.
(f) The terms independent legal advice with respect to the subject matter of this Subscription Agreement shall be binding upon Subscriber and its transfereesand, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effectivefurther, the Transferee shall have executed Subscriber hereby represents and delivered warrants to the Company in advance an instrument in a form acceptable to and Xxxxx Xxxxxx LLP that 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 AgreementSubscriber has sought independent legal advice or waives such advice.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Counterpath Corp)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Preferred Stock (the “Securities”), of ERC Homebuilders 1, Inc., a Delaware Corporation (the “Company”), at a purchase price of AMOUNT OF INVESTMENT: $6 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion of the 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 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 [____________] (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.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 (the “Maximum Offering”). The Company may accept subscriptions until [______________]_____________________________ NUMBER OF MEMBERSHIP INTERESTS PURCHASED: ___________________ Purchasers are required to electronically complete this Subscription Agreement for the desired investment amount. A Purchaser’s electronic signature, unless otherwise extended whether digital or encrypted, included in this Subscription Agreement is intended to authenticate this Subscription Agreement and to have the same force and effect as a manual signature. Electronic signature means any electronic symbol or process associated with a record and adopted by Purchaser with intent to sign such record. Subject to the terms and conditions of the Agreement, the undersigned (“Purchaser”) hereby irrevocably subscribes for and agrees to purchase Membership Interests (“Membership Interests”) offered by CIRCLE OF WEALTH FUND III LLC, an Idaho limited liability company (the “Company”), in the amount indicated above, all in accordance with the terms and conditions of this Subscription Agreement, the Certificate of Formation (the “Certificate”), the Company’s Operating Agreement (“Operating Agreement”) and Offering Circular dated March 26, 2020, as amended (the “Offering Circular”).
(a) Purchaser acknowledges and agrees that this subscription cannot be withdrawn, terminated, or revoked. Purchaser agrees to become a Member and to be bound by all the terms and conditions of the Operating Agreement. This subscription shall be binding on the heirs, executors, administrators, successors and assigns of the Purchaser. This subscription is not transferable or assignable by the Purchaser, except as expressly provided in the terms and conditions of the actual Operating Agreement.
(b) This subscription may be rejected as a whole or in part by the Company in its sole discretion and absolute discretion. If this subscription is rejected, the Purchaser’s funds shall be returned to the extent of such rejection. This subscription shall be binding on the Company only upon its acceptance of the same.
(c) Neither the execution nor the acceptance of this Subscription Agreement constitutes the Purchaser as a Member, shareholder or secured creditor of the Company. This is an agreement only to purchase the Membership Interests in accordance with applicable SEC regulations for the amount set forth above; and the Purchaser will become a Member (and not a shareholder or secured creditor) only after the Purchaser’s funds are duly transferred to the account of the Company and the Membership Interests are issued thereupon to the Purchaser. Until such other period required to sell time, the Maximum Purchaser shall have only those rights as may be set forth in this Subscription Agreement.
(d) The offering of Membership Interests is described in the Offering Circular, that is available through the online website platform xxxxx://xxxxxx.xxxxxxxxxxxxxxxxxxxxx.xxx (the “Termination DatePlatform”), which is hosted by CrowdEngine Inc., and operated by the Company. The Company may elect at any time to close all or any portion of Purchaser must read this offeringAgreement, on various dates at or prior the Offering Circular, and Operating Agreement. By signing electronically below, Purchaser agrees to the Termination Date (each a “Closing Date”)following terms together with the Platform’s Terms and Conditions, Terms of Use, and consent to the Platform’s Privacy Policy, and agree to transact business with the Company and to receive communications relating to the Membership Interests electronically.
(e) In Once Purchaser makes a funding commitment to purchase Membership Interests, it is irrevocable until the event of rejection of this subscription in its entiretyMembership Interests are issued, the purchase is rejected by the Company, or in the event Company otherwise determines not to proceed with the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effecttransaction.
(f) The terms of this Subscription Agreement shall Purchaser’s rights and responsibilities 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 be acknowledge, agree, and be bound governed by the representations terms and warranties of Subscriber, terms conditions of this Subscription Agreement, the Offering Circular, the Certificate and Operating Agreement. If Purchaser is deemed an Accredited Investor, the Company will rely upon the information provided in this Subscription Agreement to confirm that the Purchaser is an “Accredited Investor” as defined in Regulation D promulgated under the Act. If Purchaser is a non-accredited investor, the Company will reply upon the information provided in this Subscription Agreement to confirm that the Purchaser is sophisticated and meets the non-accredited suitability standards further outlined below, that will allow the investor to purchase Membership Interests.
(g) Should the process from depositing an investor’s funds into the account of the Company and acceptance as a Member take longer than Fifteen (15) days, the Investor may request in writing to recover his, her or its investment funds. If, upon receipt of such request in writing, the Company has not yet accepted the Investor as a Member, then the Company may, in its sole and absolute discretion, return the Investor’s funds to the investor and revoke the Subscription Agreement within Ten (10) business days of receipt of such request from the Investor.
Appears in 1 contract
Samples: Subscription Agreement (Circle of Wealth Fund III LLC)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Preferred Stock from the Company the number of shares (the “Securities”)"Preferred Shares") of Series G Convertible Preferred Stock, of ERC Homebuilders 1, Inc., a Delaware Corporation (the “Company”), at a purchase price of $6 .01 par value per share (the “Per Security Price”"Preferred Stock"), upon of the Company set forth on the signature page of this Agreement, having the terms and conditions as set forth hereinin the form of Certificate of Designations attached hereto as ANNEX I (the "Certificate of Designations") at the price per share and for the aggregate purchase price set forth on the signature page of this Agreement. The minimum subscription is $500purchase price for the Preferred Stock shall be payable in United States Dollars. The Class A Buyer hereby agrees that certificates for a number of Preferred Shares equal to (i) 40% of the total number of Preferred Shares shall bear the first legend set forth in Section 9(a)(ii) of the terms of the Preferred Stock being subscribed for under this Subscription Agreement in the Certificate of Designations and (ii) 60% of the Class A total number of Preferred Shares shall bear the second legend set forth in Section 9(a)(ii) of the terms of the Preferred Stock in the Certificate of Designations. In addition to issuance of the Preferred Shares, the Company shall issue to the Buyer on the Closing Date (as herein defined) warrants to purchase shares of Common Stock, such warrants to be in the form attached hereto as ANNEX II (the "Warrants"). The number of shares of Common Stock initially purchasable upon exercise of the Warrants to be issued by the Buyer on the Closing Date shall be the quotient obtained by dividing (“1) the number of shares of Common Stock”Stock into which the number of Preferred Shares to be issued to the Buyer on the Closing Date would be convertible on the Closing Date, if the Preferred Shares were convertible on the Closing Date, by (2) four (4). The shares of Common Stock issuable upon conversion of the Class A Preferred Stock Shares are also referred to herein as the “"Conversion Shares." The shares of Common Stock issuable upon exercise of the Warrants are referred to herein as the "Warrant Shares." The Conversion Shares and the Warrant Shares are referred to herein collectively as the "Common Shares." The Common Shares and the Preferred Shares are referred to herein collectively as the "Shares." The Shares and the Warrants are referred to herein collectively as the "Securities.” The rights and preferences of the Class A Preferred Stock are as set forth in 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 [____________] (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.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 (the “Maximum Offering”). The Company may accept subscriptions until [______________], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement."
Appears in 1 contract
Samples: Subscription Agreement (Palomar Medical Technologies Inc)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Preferred Stock a convertible promissory note (the “Securities”), of ERC Homebuilders 1, Quadrant Biosciences Inc., a Delaware Corporation (the “Company”), at a purchase price of $6 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500. The Class A Preferred Stock convertible promissory note being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) shares of the Company, issuable upon conversion of the Class A Preferred Stock convertible promissory note are also referred to as the “Securities.” The rights and preferences of the Class A Preferred Stock convertible promissory note are as set forth in Amended and Restated Certificate of Incorporation included the Convertible Promissory Note attached as Exhibit 2.1 to A hereto and any description of the Securities that appears in the Offering Materials is qualified in its entirety by such document.
(b) By executing this Convertible Note Subscription Agreement, Subscriber acknowledges that Subscriber has received this Convertible Note Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [____________] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Amended and Restated Stockholders’ Agreement (the “Stockholders’ Agreement”) attached as Exhibit B to this agreement, and Subscriber’s execution of this Convertible Note Subscription Agreement also constitutes an acceptance of the terms of, and an effective execution by the Subscriber of, the Stockholders’ Agreement.
(c) The Subscriber’s This subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number purchase price of Securities sold shall not exceed 8,333,333 $1,070,000 (the “Maximum Oversubscription Offering”). The Company may accept subscriptions until [______________]the deadline to reach the target offering amount filed with the SEC on the Form C, 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 as amended (the “Termination Date”). The Providing that subscriptions for an aggregate price of $50,000 are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Convertible Note Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Convertible Note 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 SubscriberSubscriber in, and all the terms of of, this Convertible Note Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Preferred the Common Stock (the “Securities”), of ERC Homebuilders 1Future Pearl Labs, Inc.Inc. dba “Bobacino”, a Delaware Corporation corporation (the “Company”), at a purchase price of $6 [__] per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500[_] shares. The Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion rights of the Class A Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Class A Preferred Common Stock are as set forth in the 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 StartEngine Primary, LLC (“StartEngine Primary”), which is serving as the Company’s broker-dealer in this offering, will assess a processing fee of 3.5% of the value of the shares subscribed for. This processing fee shall count against the per investor limit set out in Section 4(d)(ii) below.
(c) Subscriber understands that the Securities are being offered pursuant to an offering circular dated November [____________] ], 2020 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision.
(cd) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate.
(de) The aggregate number of Securities sold shall not exceed 8,333,333 [___] (the “Maximum Offering”). The Company may accept subscriptions until [______________], 2021, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Series Token Preferred Stock (the “Securities”), of ERC Homebuilders 1StartEngine Crowdfunding, Inc., a Delaware Corporation (the “Company”), at a purchase price of $6 8.80 per share of Series Token Preferred Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500200,000. If subscription is paid in Bitcoin, Ether, or other cryptocurrency, the minimum will be valued on a Closing Date (as hereinafter defined) using the exchange rate in effect at time of day and on the exchange provided in the Offering Materials. The Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion rights of the Class A Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Class A Series Token Preferred Stock are as set forth in Third Amended and Restated Certificate of Incorporation and Bylaws included as Exhibit 2.1 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 [____________] (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.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 1,136,363 (the “Maximum Offering”). The Company may accept subscriptions until [_______________], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Samples: Preferred Stock Subscription Agreement (Startengine Crowdfunding, Inc.)
Subscription. (a) The undersigned (“Subscriber”) Buyer hereby irrevocably subscribes for and agrees to purchase Class A Preferred Stock from the Company the number of shares (the “Securities”"Initial Preferred Shares") of Series A Convertible Preferred Stock, $.01 par value (the "Preferred Stock"), of ERC Homebuilders 1the Company set forth on the signature page of this Agreement, Inc., a Delaware Corporation (the “Company”), at a purchase price of $6 per share (the “Per Security Price”), upon having the terms and conditions set forth herein. The minimum subscription is $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion of the 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 Amended and Restated the form of Certificate of Incorporation included Designations of the Series A Convertible Preferred Stock attached hereto as Exhibit 2.1 Annex I (the "Certificate of Designations") at the price per share and for the aggregate purchase price set forth on the signature page of this Agreement. The purchase price for the Initial Preferred Shares shall be payable in United States Dollars. In connection with the purchase of the Initial Preferred Shares by the Buyer, the Company shall issue to the Offering Statement of Buyer at the Company filed with closing on the SEC Closing Date (as defined herein) a warrant in the form attached hereto as Annex II (the “Offering Statement”).
(b"Warrant") Subscriber understands that the Securities are being offered pursuant to an offering circular dated [purchase ____________] _ shares of Common Stock (subject to adjustment as provided in 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.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 (the “Maximum Offering”Warrant). The Company may accept subscriptions until [______________]additional shares of Preferred Stock issuable pursuant to Section 2(c) of the Registration Rights Agreement, 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 form of which is attached hereto as Annex III (the “Termination Date”"Registration Rights Agreement"), are referred to herein as the "Additional Preferred Shares". The Company may elect at any time Initial Preferred Shares and the Additional Preferred Shares are referred to close all or any portion herein collectively as the "Preferred Shares." The shares of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale Common Stock issuable upon conversion of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Preferred Shares are referred to herein as the "Conversion Shares." The shares of Common Stock issuable pursuant to Section 5 hereof, which shall remain in force and effectof the Certificate of Designations as a dividend on the Preferred Shares are referred to herein as the "Dividend Shares". The shares of Common Stock issuable upon conversion of the Warrant are referred to herein as the "Warrant Shares.
(f) " The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effectiveCommon Shares, the Transferee shall have executed Dividend Shares and delivered the Warrant Shares are referred to herein collectively as the Company in advance an instrument in a form acceptable "Common Shares". The Common Shares and the Preferred Shares are referred to herein collectively as the Company in its sole discretion, pursuant "Shares." The Shares and the Warrant are referred to which herein collectively as the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement"Securities."
Appears in 1 contract
Samples: Subscription Agreement (American Bingo & Gaming Corp)
Subscription. (a) 1.1 The undersigned (“Subscriber”) Purchaser, intending to be legally bound hereby, hereby irrevocably subscribes for and agrees to purchase Class A Preferred Stock (the “Securities”), of ERC Homebuilders 1, Inc., a Delaware Corporation (the “Company”), at a purchase price of $6 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion of the 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 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 [____________] (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.
(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 tenders this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all for the purchase of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 (the “Maximum Offering”). The Company may accept subscriptions until [______________]__ shares (“Shares”) of Sky Petroleum, 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 Inc a Nevada corporation (the “Termination DateCompany”), at a price of $0.50 per Share on the terms and conditions set forth below.
1.2 The Purchaser will deliver payment in cash directly to the Company together with completed copies of all applicable Subscription Documents.
1.3 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAW OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON OR ENDORSED THE MERITS Purchaser Initials _____ _____ OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE ARE SPECULATIVE SECURITIES.
1.4 The Purchaser acknowledges that the Company is a holding company with no current revenues, and there can be no assurances that the Company will ever develop its operations as currently contemplated. The Company may elect at any time Purchaser acknowledges that an investment in the Shares is extremely speculative and that there is a substantial likelihood that the investor will lose their entire investment.
1.5 The Company’s current business plan is to close all or any portion of this offering, on various dates at or prior pursue business opportunities that lead to the Termination Date (each a “Closing Date”)creation of stockholder value, preliminarily in the oil and gas industry. Purchaser acknowledges that, even upon the purchase of the Shares, there can be no assurances that the Company will be able to accomplish any of the goals described in its SEC filings. The Purchaser assumes all the obligations and risks of investigating and conducting due diligence on the matters described in its SEC filings.
(e) In 1.6 The Company intends to use the event of rejection of this subscription in its entirety, or in the event net proceeds from the sale of the Securities Shares, after deduction for legal and other miscellaneous costs related to the sale and registration of the Shares, as working capital to accomplish the objectives described in its SEC filings. There can be no assurances that the Company will be able to accomplish any of the objectives described in its SEC filings.
1.7 Purchaser expressly covenants and agrees that it will reasonably regard and preserve as confidential any and all information, including but not limited to trade secrets, marketing and sales information, pertaining to the Company’s business, including, but not limited to the information contained in its SEC filings and such other information relating thereto which may be provided, directly or indirectly, to the Purchaser (“Confidential Information”). Purchaser further covenants that it shall not, without the written authority of the Company, use for Purchaser’s own benefit or purposes or disclose to others, at any portion thereof) is time, any such Confidential Information. In the event that Purchaser shall not consummated for any reason, purchase the Shares on the terms and conditions described in this Subscription Agreement Agreement, or upon request of the Company, Purchaser shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered return to the Company in advance an instrument in a form acceptable all written information provided to Purchaser by or regarding Company, and shall not retain any copies or record (electronic or otherwise) thereof.
1.8 The authorized capital of the Company in its sole discretionis One Hundred Fifty Million (150,000,000) shares of Common Stock and Ten Million (10,000,000) shares of Preferred Stock. As of March 31, pursuant to which 2005, the proposed Transferee shall be acknowledge, agree, Company has issued and be bound by the representations outstanding approximately Twenty-Six Million (26,000,000) shares of Common Stock and warranties no issued and outstanding shares of Subscriber, terms of this Subscription AgreementPreferred Stock.
Appears in 1 contract
Samples: Subscription and Purchase Agreement (Sky Petroleum, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Preferred Common Stock (the “Securities”), of ERC Homebuilders 1StartEngine Crowdfunding, Inc., a Delaware Corporation (the “Company”), at a purchase price of $6 10 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500. If subscription is paid in Bitcoin, Ether, or other cryptocurrency, the minimum will be valued on a Closing Date (as hereinafter defined) using the exchange rate in effect at time of day and on the exchange provided in the Offering Materials. The Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion rights of the Class A Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Class A Preferred Common Stock are as set forth in Third Amended and Restated Certificate of Incorporation and Bylaws included as Exhibit 2.1 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 [____________] (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.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 1,000,000 (the “Maximum Offering”). The Company may accept subscriptions until [_______________], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Samples: Common Stock Subscription Agreement (Startengine Crowdfunding, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Preferred Stock the membership interests also referred to as non-voting Equity Shares (the “Securities”), of ERC Homebuilders 1, Inc.REI Capital Growth LLC, a Delaware Corporation limited liability company (the “Company”), at a purchase price of $6 10.00 per share (the Equity Share(the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is 50shares of the Equity Shares or $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion of the Class A Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Class A Preferred Stock Equity Shares are as set forth in Amended the Company’s Limited Liability Company Operating Agreement (the “Operating Agreement”) and Restated Certificate of Incorporation Formation included as Exhibit exhibits 2.1 and 2.2 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [____________] (the “Offering Circular”) filed with the SEC as part of the Offering StatementStatement (SEC File No.024-12441), as may be amended from time to time. By executing this Subscription AgreementAgreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Limited Liability Company Operating Agreement.
(c) By subscribing to the Offering and executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom Investor is so purchasing) hereby joins as a party that is designated (a) as a “Shareholder” under the Limited Liability Company Operating Agreement, in substantially the form attached hereto as Exhibit A (the “Operating Agreement”). Any notice required or permitted to be given to the Subscriber under the Stockholders’ Agreement shall be given to Subscriber at the address provided with the Subscriber’s subscription. Subscriber confirms that Subscriber has reviewed the Operating Agreement and will be bound by the terms thereof as a party who is designated as a “Shareholder” under the Operating Agreement.
(d) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing the Termination Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(de) The aggregate number of Securities sold shall not exceed 8,333,333 $75,000,000 (the “Maximum Offering”). The Company may accept subscriptions until [______________], 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”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 6 hereof, which shall remain in force and effect.
(fg) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, Subscriber and the terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Preferred Stock membership interests (the “Securities”), of ERC Homebuilders 1, Inc.[SERIES NAME], a Series of Mansion Collection I LLC, a registered series of a Delaware Corporation series limited liability company, (the “Company”), at a purchase price of $6 [____] per share membership interest (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion rights of the Class A Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Class A Preferred Stock membership interest are as set forth in Amended the Operating Agreement of Mansion Collection I LLC and Restated Certificate of Incorporation included the respective series designation, filed as Exhibit 2.1 2.2 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [____________, 2023] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 [XXXX] (the “Maximum Offering”). The Company may accept subscriptions until [______________], 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”). The Providing that subscriptions for XXXXXX Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Preferred Stock membership interests (the “Securities”), of ERC Homebuilders 1, Inc.Ark7 Properties Plus LLC - Series #[_________], a registered series of a Delaware Corporation series limited liability company, (the “Company”), at a purchase price of $6 [____] per share membership interest (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion rights of the Class A Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Class A Preferred Stock membership interest are as set forth in Amended the Operating Agreement of Ark7 Properties Plus LLC and Restated Certificate of Incorporation included the respective series designation, filed as Exhibit 2.1 2.2 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [____________, 2022] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 $[________] (the “Maximum Offering”). The Company may accept subscriptions until [______________], 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”). The There is no minimum offering condition, and the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Preferred Stock Security Interests (the “Securities”), of ERC Homebuilders 1Ampere Technologies CF SPV, Inc.LLC, a Delaware Corporation limited liability company (the “Company”), at a purchase price of $6 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription Company is $500serving as a “crowdfunding vehicle” as defined under Rule 3a-9 of the Investment Company Act of 1940, as amended, for securities to be acquired from Ampere Technologies, Inc., a Delaware corporation (the “Crowdfunding Issuer”). The Class A Preferred Stock Securities being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion constitute limited liability company membership interests of the Class A Preferred Stock are also referred Company which relate to as securities issued by the “Securities.” Crowdfunding Issuer on a one-to-one basis. The rights and preferences of the Class A Preferred Stock Securities are as set forth in Amended and Restated Certificate of Incorporation included as Exhibit 2.1 to the Offering Statement Operating Agreement of the Company filed with and any description of the SEC (Securities that appears in 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 [____________] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies a copy of the Offering Circular Statement of the Company and Offering Statement including exhibits thereto Crowdfunding Issuer filed with the SEC and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber understands that the Crowdfunding Issuer, as Manager of the Company, will make all decisions for the Company even through the Subscriber’s subscription investment is not made with the Crowdfunding Issuer.
(d) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(de) The aggregate number value of Securities sold shall not exceed 8,333,333 $124,000 (the “Maximum Oversubscription Offering”). The Company may accept subscriptions until April [______________4], 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 2024 (the “Termination Date”). The Providing that subscriptions for $25,000 worth of 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”).
(ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Samples: Subscription Agreement
Subscription. (a) The undersigned (“Subscriber”) Subject to the terms and conditions provided for herein, the Subscriber hereby irrevocably subscribes for and agrees to purchase Class A Preferred Stock from SBEA, and SBEA hereby irrevocably agrees to issue and sell to the Subscriber, the number of Shares set forth on the signature page of this Subscription Agreement; provided, that, in the event the Aggregate Redemption Amount (as defined below) exceeds $100,000,000, the Subscriber shall purchase from SBEA, and SBEA will sell to the Subscriber, an additional number of Shares (the “SecuritiesBackstop Shares”) equal to the quotient of (i) the lesser of (x) the Maximum Additional Subscription Amount set forth on the Subscriber’s signature page hereto and (y) the product of (1) the Backstop Percentage set forth on the Subscriber’s signature page hereto and (2) the excess of the Aggregate Redemption Amount over $100,000,000, divided by (ii) $10.00. As used in this Subscription Agreement (unless the context otherwise requires), (i) “Aggregate Redemption Amount” shall refer to the aggregate amount payable in respect of ERC Homebuilders 1, Inc., a Delaware Corporation all shares of Class A Common Stock validly submitted for redemption by the holders thereof (which redemptions are not revoked prior to the “Company”distribution of the Closing Notice), with each share redeemed at a purchase per-share price equal to a pro rata share of $6 per share the aggregate amount on deposit in SBEA’s trust account (including any interest earned on the “Per Security Price”funds held in the trust account), upon (ii) “Shares” shall refer to the terms and conditions number of shares of Class C Common Stock set forth hereinon the Subscriber’s signature page hereto, as increased by the number of Backstop Shares, if any, and (iii) “Subscription Amount” shall refer to the Minimum Subscription Amount set forth on the Subscriber’s signature page hereto, as increased by the amount equal to the product of the number of Backstop Shares, if any, and $10.00, in each case of clauses (ii) and (iii), after giving effect to rounding to eliminate the issuance of partial shares of Class C Common Stock. The minimum subscription is $500. The Class A Preferred Stock being subscribed for For the avoidance of doubt, the total amount to be funded by the Subscriber under this Subscription Agreement shall not exceed the sum of the Minimum Subscription Amount and the Class A Common Stock (“Common Stock”) issuable upon conversion of the Class A Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Class A Preferred Stock are Maximum Additional Subscription Amount, each as set forth in Amended on the Subscriber’s signature page hereto. The Subscriber acknowledges 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 agrees that the Securities are being offered pursuant to an offering circular dated [____________] (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.
(c) The Subscriber’s subscription may for the Shares shall be deemed to 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 SBEA only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 (the “Maximum Offering”). The Company may accept subscriptions until [______________], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, when this Subscription Agreement shall have no force is signed by a duly authorized person by or effect, except for Section 5 hereof, which shall remain on behalf of SBEA; SBEA may do so in force and effectcounterpart form.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Samples: Subscription and Backstop Agreement (Silverbox Engaged Merger Corp I)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Preferred Stock $____________ in membership interests (the “Securities”), of ERC Homebuilders 1Rock Fund VII-A, Inc.LLC, a Delaware Corporation limited liability company (the “Company”), at a purchase price of $6 per share _____________ (the “Per Security Purchase Price”), upon the terms and conditions set forth herein. The minimum subscription is $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement rights, preferences and privileges related to the Class A Common Stock (“Common Stock”) issuable upon conversion of the Class A Preferred Stock Securities are also referred to as the “Securities.” The rights and preferences of the Class A Preferred Stock are as set forth in Amended and Restated Certificate of Incorporation included the Operating Agreement for the Company which is attached as Exhibit 2.1 2.2 to the Offering Statement of the Company filed with the SEC SEC, pursuant to which the Securities are being offered for sale (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [____________] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement including exhibits thereto Statement, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement.
(c) The Subscriber’s subscription This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number amount of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 $50,000,000 (the “Maximum Offering”). The Company may accept subscriptions until [______________], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period as required to sell the Maximum Offering maximum amount of the Securities, or such shorter period if required by applicable law (the “Termination Date”). The Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Preferred Stock membership interests, which we refer to herein as shares (the “Securities”)) of [SERIES NAME], a Series of ERC Homebuilders 1, Inc.StartEngine Collectibles Fund I LLC, a Delaware Corporation limited liability company (the “Company”), at a purchase price of $6 10.00 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500, or 50 shares. The Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion of the Class A Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Class A Preferred Stock shares are as set forth in Amended the Limited Liability Company Agreement of StartEngine Collectibles Fund I LLC dated January 5, 2021, as amended from time to time (the “Operating Agreement”), and Restated Certificate of Incorporation included as Exhibit 2.1 to 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 [____________DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreementsubscribing to the Offering, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. Effective upon the Company’s acceptance of this Subscription Agreement, the Subscriber shall be a member of the Company, and the Subscriber agrees to adhere to and be bound by, the terms and conditions of the Operating Agreement as if the Subscriber were a party to it (and grants to the Administrative Manager the power of attorney described therein).
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 $[ ] (the “Maximum Offering”). The Company may accept subscriptions until [______________], 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”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Samples: Subscription Agreement (StartEngine Collectibles Fund I LLC)
Subscription. (a) The undersigned (“Subscriber”) 1.1 Subject to the terms and conditions hereof, Subscriber hereby irrevocably subscribes agrees to subscribe for and purchase, and the Company hereby agrees to purchase issue and sell to Subscriber, 490,197 shares of Buyer Class A Preferred Common Stock (the “Securities”), of ERC Homebuilders 1, Inc., a Delaware Corporation (the “Company”), at a purchase per share price of $6 10.20 per share (the “Per Security Shares”), for an aggregate purchase price of $5,000,009.40 (the “Purchase Price”). The purchase and sale of the Shares shall occur by the sixtieth (60th) day following the Closing (or if such sixtieth day is not a Business Day, upon by the terms and next occurring Business Day) (the “Outside Date”) (the “Subscription Closing Date”), following the satisfaction or waiver of the conditions set forth herein. The minimum subscription is $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion of the 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 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 [____________] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, at the offices of Xxxxxx LLP, 0000 Xxxxxxx Xxxxxx, Xxxx Xxxx, XX 00000, or such other place as shall be determined by agreement between the Company and Subscriber.
1.2 On the Subscription Closing Date, (i) the Company shall issue the Shares to Subscriber acknowledges that and cause the Shares to be registered in book-entry form in the name of Subscriber has received this Subscription Agreement(or its nominee in accordance with Subscriber’s delivery instructions) on the Company’s share register maintained by its registrar and transfer agent, copies and (ii) Subscriber shall deliver to the Company payment of the Offering Circular and Offering Statement including exhibits thereto and any other information required Purchase Price by the Subscriber wire transfer of immediately available funds to make an investment decision.
(c) The Subscriber’s subscription may be accepted or rejected account specified in whole or in part, at any time prior to a Closing Date (as hereinafter defined), writing by the Company at its sole discretion. In additionprior to the Subscription Closing Date.
1.3 If any change in the Company’s capitalization shall occur between the date hereof and immediately prior to the Subscription Closing Date by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend, the number and type of Shares issued to Subscriber shall be appropriately adjusted to reflect such change.
1.4 The parties hereby agree that the Shares shall constitute “Registrable Securities,” and for the avoidance of doubt shall not constitute “TVAC Shares,” under that certain Amended and Restated Registration and Stockholder Rights Agreement, by and among the Company, at its sole discretion, may allocate to Subscriber only a portion and certain stockholders of the number Company and unitholders 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 rejectedInspirato, Subscriber’s payment (or portion thereof if partially rejected) will to be returned to Subscriber without interest and all dated as of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 the Closing (the “Maximum OfferingRegistration Rights Agreement”). The Company may accept subscriptions until [______________], unless otherwise extended as if held by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale Subscriber as of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms date 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 Registration Rights Agreement.
Appears in 1 contract
Samples: Subscription Agreement (Thayer Ventures Acquisition Corp)
Subscription. (a) The undersigned (“Subscriber”) Section 9.1 Subscriber hereby irrevocably subscribes for and agrees to purchase Class the number of shares (the "Securities") of Series A Preferred Stock (the “Securities”)Stock, of ERC Homebuilders 1, Inc., a Delaware Corporation (the “Company”), at a purchase price of par value $6 .001 per share (the “Per Security Price”"Preferred Stock"), upon and the terms number of Common Stock Purchase Warrants (the "Warrants", and conditions together with the Preferred Stock, the "Securities"), of Information Architects Corporation, a North Carolina corporation (the "Company"), indicated on the signature page attached hereto at the purchase price set forth hereinon such signature page (the "Purchase Price"). Subscriber has made payment by wire transfer of funds in accordance with instructions from the Company in the full amount of the Purchase Price of the Securities for which Subscriber is subscribing (the "Payment").
Section 9.2 Subscriber understands that it will not earn interest on any funds held by the Company prior to the date of closing of this offering (the "Offering"). Stonegate Securities, Inc. (the "Placement Agent") and the Company may hold an initial closing of the Offering (the "Initial Closing") at any time. The minimum subscription is $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion date of the Class A Preferred Stock are also Initial Closing is hereinafter referred to as the “Securities.” "Initial Closing Date". The rights Company may hold additional interim closings after the Initial Closing. Any such interim closings are each hereinafter referred to as an "Additional Closing" and preferences shall occur on one or more dates each hereinafter referred to as an "Additional Closing Date". The Initial Closing Date and the Additional Closing Dates are each hereinafter sometimes referred to as a "Closing Date". Upon receipt by the Company of the Class A Preferred Stock requisite payment for all Securities to be purchased by the subscribers whose subscriptions are accepted at the Initial Closing or any Additional Closing, as set forth in Amended applicable, and Restated Certificate of Incorporation included as Exhibit 2.1 subject to the Offering Statement satisfaction of certain conditions, the Securities so purchased will be issued in the name of each such subscriber, and the name of such subscriber will be registered on the stock transfer books of the Company filed with as the SEC (record owner of such Securities. The Company will promptly thereafter issue to each subscriber participating in such closing a stock certificate for the “Offering Statement”)Securities so purchased.
Section 9.3 Subscriber hereby agrees to be bound hereby upon (bi) Subscriber understands that execution and delivery to the Securities are being offered pursuant to an offering circular dated [____________] (the “Offering Circular”) filed with the SEC as part Company, in care of the Offering Statement. By executing this Subscription AgreementPlacement Agent, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular signature page to this Agreement and Offering Statement including exhibits thereto and any other information required by (ii) acceptance on the Subscriber to make an investment decision.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Initial Closing Date (or an Additional Closing Date, as hereinafter defined)the case may be, by the Company at of Subscriber's subscription (the "Subscription").
Section 9.4 Subscriber agrees that the Company may, in its sole discretion. In addition, the Company, at its sole and absolute discretion, may allocate reduce Subscription to Subscriber only a portion any number of shares of Preferred Stock that in the aggregate do not exceed the number of Securities shares of Preferred Stock hereby applied for without any prior notice to or further consent by Subscriber. Subscriber has subscribed for. The Company will notify Subscriber whether hereby irrevocably constitutes and appoints the Placement Agent and each officer of the Placement Agent, each of the foregoing acting singularly, in each case with full power of substitution, the true and lawful agent and attorney-in-fact of Subscriber, with full power and authority in Subscriber's name, place and stead to amend this subscription is accepted (whether Agreement, including, in whole or in part) or rejected. If Subscriber’s subscription is rejectedeach case, Subscriber’s payment (or portion thereof if partially rejected) will be returned 's signature page thereto, to Subscriber without interest and all effect any of Subscriber’s obligations hereunder shall terminatethe foregoing provisions of this Section 1.4.
(d) The aggregate number Section 9.5 Subscriber agrees and understands that the principals of the Placement Agent may purchase Securities sold shall not exceed 8,333,333 (in this offering for their own account, and that the “Maximum Offering”). The Company may accept subscriptions until [______________], unless otherwise extended by Placement Agent has traded securities of the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection date of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Samples: Subscription Agreement (Information Architects Corp)
Subscription. (a) The undersigned (“Subscriber”) Subscriber hereby irrevocably subscribes for and agrees commits to purchase Class A Preferred Stock (the “Securities”), of ERC Homebuilders 1, Inc., a Delaware Corporation (the “Company”), at a purchase price of $6 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion of the 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 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 [____________] _ shares (the “Shares”) of Class _________ Stock of the Company (Class A must subscribe to a minimum of 2,500 shares), at a purchase price of $4.00 per share, for a total purchase price of $_____________________, upon the terms and conditions set forth herein (the or this “Subscription”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits (the “Offering Circular”) ), as filed with the SEC 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.
(c) The Subscriber’s subscription This Subscription may be accepted or rejected rejected, in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at in its sole discretion. In addition, the Company, at in its sole discretion, may allocate to the Subscriber only a portion of the number of Securities Subscriber has Shares subscribed for. The Company will notify the Subscriber whether this subscription Subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If Subscriber’s subscription the Subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber him/her/it without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The aggregate maximum number of Securities shares of the Company’s common stock that may be sold in this Offering shall not exceed 8,333,333 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum OfferingShares”). The Company may accept subscriptions until [______________]twelve months following the 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”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the set an earlier Termination Date (each a “Closing Date”)and end the Offering. No minimum number of shares is required to be sold.
(e) In the event of a rejection of this subscription Subscription in its entirety, or in the event the sale of the Securities Shares (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company Company, in advance advance, an instrument in a form agreement acceptable to the Company Company, in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, the Subscriber and the terms of this Subscription Agreement.
Appears in 1 contract
Samples: Common Stock Subscription Agreement (Feel the World, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase units comprised of one shares of Class A Preferred Stock B Common Stock, par value $0.0001 (the “SecuritiesClass B Common Stock”), of ERC Homebuilders 1M&M Media, Inc., a Delaware Corporation corporation] (the “Company”) and a warrant to purchase one-half share of Class B Common Stock (the “Warrant”), of the Company (the “Units”), at a purchase price of $6 1.00 per share Unit (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $5001000.00. The shares of Class A Preferred Stock B Common Stock, the Warrants and the Units being subscribed for under this Subscription Agreement and the Class A Common Stock (“B Common Stock”) , issuable upon conversion exercise of the Class A Preferred Stock Warrants are also referred to as the “Securities.” The rights and preferences of the Class A Preferred B Common Stock are as set forth in Amended amended and restated certificate of incorporation of the Company (the “Restated Certificate of Incorporation included Certificate”), filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)) and the terms of the Warrants are as set forth in the Warrant and Warrant Agreement attached as Appendix B to this Subscription Agreement. In this Subscription Agreement, the shares of Class B Common Stock issuable as part of a Unit are referred to as the “Unit Shares” and the shares of Class B Common Stock issuable upon exercise of the Warrants are referred to as the “Warrant Shares.
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [____________] , 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.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 25,000,000 Units (the “Maximum Offering”). The Company may accept subscriptions until [______________], 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”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) 1.1 The undersigned (“Subscriber”) Purchaser, intending to be legally bound hereby, hereby irrevocably subscribes for and agrees to purchase Class A Preferred Stock (the “Securities”), of ERC Homebuilders 1, Inc., a Delaware Corporation (the “Company”), at a purchase price of $6 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion of the 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 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 [____________] (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.
(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 tenders this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all for the purchase of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 (the “Maximum Offering”). The Company may accept subscriptions until [______________], 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 ___ Shares (the “Termination DateShares”) of DIGNYTE, INC., a Nevada corporation (the “Company”), at a price of USD $0.004 per share of Common Stock of the Company.
1.2 The Purchaser will deliver payment in cash directly to the Company, together with completed copies of all applicable Subscription Documents.
1.3 THE SECURITIES OFFERED HEREBY, AND THE SHARES OF COMMON STOCK OF DIGNYTE, INC. HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAW OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE ARE SPECULATIVE SECURITIES.
1.4 The Purchaser acknowledges that the Company is a development stage company with limited revenues and currently not operating with positive cash-flow from operations, and there can be no assurances that the Company will ever develop profitable operations as currently contemplated. The Purchaser further acknowledges that an investment in the Shares is extremely speculative and that there is a substantial likelihood that the investor will lose their entire investment.
1.5 The Company’s current business plan is to continue to operate as a blank check company and seek target acquisitions that are accretive and profitable. The Purchaser acknowledges that, even upon the purchase of the Shares, there can be no assurances that the Company may elect at will be able to accomplish any time of the goals described in its business plan. The Purchaser assumes all the obligations and risks of investigating and conducting due diligence on the matters described in the Company’s business plan.
1.6 The Company intends to close all or any portion use the net proceeds from the sale of this offeringthe Shares, on various dates at or prior after deduction for legal, commissions, accounting and other miscellaneous costs related to the Termination Date sale of the Shares, for working capital to accomplish the objectives described in its business plan, including specifically, the potential investment of some or all of the proceeds from the sale of the Shares, to acquire a target company and complete a registration of a class of shares with the US Securities & Exchange Commission. There can be no assurances that the Company will be able to accomplish any of the objectives described in its business plan.
1.7 The Purchaser expressly covenants and agrees that it will reasonably regard and preserve as confidential any and all information, including but not limited to trade secrets, marketing and sales information, pertaining to the Company’s business, including, but not limited to the information contained in its business plan and such other information relating thereto which may be provided, directly or indirectly, to the Purchaser (each a “Closing DateConfidential Information”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale 1.8 The authorized capital of the Securities Company is Twenty-Five Million (or any portion thereof25,000,000) is not consummated for any reasonshares of Common Stock and Ten Million (10,000,000) shares of Preferred Stock, this Subscription Agreement shall have no force or effectissuable in series as fixed by the Company’s Board of Directors from time to time. As of May 1, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective2011, the Transferee shall have executed Company had NIL shares of common stock 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 NIL shares of preferred stock outstanding held of record by the representations and warranties of Subscriber, terms of this Subscription Agreement0 stockholders.
Appears in 1 contract
Samples: Subscription and Purchase Agreement (Dignyte, Inc.)
Subscription. (a) The Subject to the terms and conditions hereof, and in reliance upon the representations and warranties contained in this subscription agreement (this “Subscription Agreement”), the undersigned (the “SubscriberInvestor”) hereby irrevocably subscribes for and agrees to purchase Class A Preferred Stock shares of common stock, par value $0.01 per share (the “SecuritiesShares”), of ERC Homebuilders 1, Inc., a Delaware Corporation BRIGHTWOOD CAPITAL CORPORATION I (the “Company”) on the terms and conditions described herein, in the Company’s disclosure package consisting of the materials listed in Appendix F hereto (together with any appendices and supplements thereto, the “Disclosure Package”), at a purchase price in the Company’s [Amended and Restated] Articles of $6 per share Incorporation (the “Per Security PriceCharter”), upon in the Company’s Bylaws (the “Bylaws”), in the Investment Advisory and Management Agreement by and between the Company and BRIGHTWOOD CAPITAL ADVISORS, LLC (the “Adviser”) (the “Investment Advisory Agreement”) and in the Administration Agreement between the Company and BRIGHTWOOD CAPITAL ADVISORS, LLC (in such capacity, the “Administrator”) (the “Administration Agreement” and together with the Charter, the Bylaws, the Investment Advisory Agreement and the Disclosure Package, the “Operative Documents”). The Investor has received the Operative Documents. The Company expects to enter into separate subscription agreements (the “Other Subscription Agreements”) with other investors (the “Other Investors,” and together with the Investor, the “Investors”), providing for the sale of Shares to the Other Investors. This Subscription Agreement and the Other Subscription Agreements are separate agreements, and the sales of Shares to the undersigned and the Other Investors are to be separate sales.
(b) The Investor agrees to purchase Shares for an aggregate purchase price equal to the amount set forth on the signature page hereof (the “Capital Commitment”), payable at such times and in such amounts as required by the Company, under the terms and subject to the conditions set forth herein. The minimum subscription is $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement On each Drawdown Date (as defined below), the Investor agrees to purchase from the Company, and the Class A Common Stock (“Common Stock”) issuable upon conversion of the Class A Preferred Stock are also referred Company agrees to as the “Securities.” The rights and preferences of the Class A Preferred Stock are as set forth in Amended and Restated Certificate of Incorporation included as Exhibit 2.1 issue to the Offering Statement Investor, a number of Shares equal to the Company filed with Drawdown Share Amount (as defined below) at an aggregate price equal to the SEC Drawdown Purchase Price (the “Offering Statement”as defined below).
; provided, however, that in no circumstance will an Investor be required to purchase Shares for an amount in excess of its Unused Capital Commitment (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [____________] (the “Offering Circular”) filed with the SEC as part of the Offering 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 decisiondefined below).
(c) The Subscriber’s subscription may be accepted To accommodate the legal, tax, regulatory 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 additionfiscal concerns of certain Other Investors, the Company, at its sole discretion, Adviser may allocate determine to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 allow certain Other Investors (the “Maximum OfferingFully Funded Other Investors”). The Company may accept subscriptions until [______________], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required ) to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”)fully fund their Capital Commitment.
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Preferred Common Stock (the “Securities”), of ERC Homebuilders 1SPRiZZi Xxx-Co, Inc., a Delaware Corporation corporation (the “Company”), at a purchase price of $6 10.00 per share (the “Per Security Price”), ) with a minimum purchase of 25 shares or $250.00 or higher subject to the discretionary of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The minimum subscription is $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion rights of the Class A Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Class A Preferred Common Stock are as set forth in Amended and Restated the Certificate of Incorporation Incorporation, as amended, included as Exhibit 2.1 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 [____________] ___________________ (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.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 5,000,000 shares of Non-Voting Common Stock (the “Maximum Offeringmaximum number of shares”). The Company may accept subscriptions until [______________]_______________, 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. The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for Subscriber acknowledges and agrees to purchase Class A Preferred Stock that this subscription (i) is irrevocable on the “Securities”), of ERC Homebuilders 1, Inc., a Delaware Corporation (the “Company”), at a purchase price of $6 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion of the 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 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 [____________] (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.
relevant Company or Companies and (ciii) The Subscriber’s subscription may be accepted or rejected in whole or in part, part by the relevant Company or Companies in its or their sole discretion at any time. The Subscriber agrees to be bound by all the terms and provisions of this Subscription Agreement, each applicable Memorandum, each Company’s bylaws, in the form attached hereto as Appendix B (as amended and restated from time to time, the “Bylaws”), the Certificate of Incorporation of each Company, in the form attached hereto as Appendix C (as amended and restated from time to time, the “Charter”), each Investment Advisory Agreement by and between LS BDC Adviser, LLC (the “Adviser”) and each Company, in the form attached hereto as Appendix D (as amended, the “Advisory Agreement”), and each Administration Agreement by and between each Company and LS Administration, LLC (the “Administrator”), in the form attached hereto as Appendix E (as amended, the “Administration Agreement” and, together with the Memorandum, the Bylaws, the Charter and the Advisory Agreement, the “Operative Documents”).
(b) In reliance upon the representations and warranties contained in this Subscription Agreement, you irrevocably subscribe for and agree to purchase Shares, on the terms and conditions described in this Subscription Agreement and in the Operative Documents, for an aggregate purchase price equal to the portion of your requested Commitment to each Company that is accepted by each such Company under the terms and conditions set forth herein. You agree to fund a capital contribution to purchase Shares (up to the amount of your Undrawn Commitment, as defined below) each time each such Company delivers a drawdown notice (the “Drawdown Notice”) to you, which notice shall be delivered in respect of such Commitment at least 10 business days (as defined in Rule 14d-1 under the U.S. Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the “Exchange Act”) (“Business Days”)) prior to the required funding date (each, a Closing “Drawdown Date,” which, for the avoidance of doubt, excludes any Catch-Up Date (as hereinafter defineddefined below)). New Shares shall be issued on each Drawdown Date or Catch-Up Date, by in respect of the applicable drawdown. The minimum Commitment is $1,000,000.00, subject to the discretion of the Company at its to accept a lower amount.
(c) The delivery of a Drawdown Notice to the Subscriber shall be the sole discretion. In addition, and exclusive condition to 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 obligation to pay the Drawdown Purchase Price or Catch-Up Purchase Price (as defined below) (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminatethereof), as applicable, identified in each Drawdown Notice.
(d) The aggregate number Each relevant Company shall file or has filed a registration statement on Form 10 (as amended from time to time, the “Registration Statement”) for the registration of its common stock with the U.S. Securities sold shall not exceed 8,333,333 and Exchange Commission (the “Maximum OfferingSEC”)) under the Exchange Act. The Company may accept subscriptions until [______________], unless otherwise extended by Registration Statements are not the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, offering documents pursuant to which the proposed Transferee shall be acknowledgeCompanies are conducting this offering of securities. Accordingly, agreethe Subscriber should rely exclusively on information contained or incorporated by reference in the Memorandum, and be bound by together with reports the representations and warranties of SubscriberCompanies may file under the Exchange Act from time to time, terms of in making its investment decisions. The Companies have entered into or expects to enter into separate Subscription Agreements (the “Other Subscription Agreements” and, together with this Subscription Agreement, the “Subscription Agreements”) with other investors (the “Other Investors,” and together with the Subscriber, the “Investors”), providing for the sale of Shares to the Other Investors. This Subscription Agreement and the Other Subscription Agreements are separate agreements, and the sales of Shares to the undersigned and the Other Investors are to be separate sales.
Appears in 1 contract
Samples: Subscription Agreement (Lafayette Square Southeast BDC, LLC)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Preferred Common Stock (the “Securities”), of ERC Homebuilders 1StartEngine Crowdfunding, Inc., a Delaware Corporation (the “Company”), at a purchase price of $6 ]____] per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion rights of the Class A Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Class A Preferred Common Stock are as set forth in Fourth Amended and Restated Certificate of Incorporation and Bylaws included as Exhibit 2.1 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 [____________] (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.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 [_________] (the “Maximum Offering”). The Company may accept subscriptions until [_______________], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Samples: Common Stock Subscription Agreement (Startengine Crowdfunding, Inc.)
Subscription. (a) The undersigned (“Subscriber”) 1.1 On the basis of the representations and warranties, and subject to the terms and conditions, set forth in this Agreement, the Subscriber hereby irrevocably subscribes for and agrees to purchase Class A Preferred Stock such number of Subscription Receipts as is set forth on page 2 of this Agreement at a price of $0.45 per Subscription Receipt for the Subscription Amount shown on page 2 of this Agreement, which is tendered herewith (such subscription and agreement to purchase being the “Subscription”), and the Issuer agrees to sell the Subscription Receipts to the Subscriber, effective upon the Issuer’s acceptance of this Agreement.
1.2 In the event of the occurrence of the Escrow Release Condition (as defined herein), each Subscription Receipt will automatically convert into one Unit for no additional consideration. Each Unit will consist of one Share and one Warrant. The Warrants will be transferable. Each Warrant will entitle the holder thereof to purchase one Warrant Share, as presently constituted, for a period of three (3) years commencing from the Closing Date at an exercise price of $0.55 per Warrant Share until the date of expiration of the Warrant. The Subscription Receipts, the Units, the Shares, the Warrants and the Warrant Shares are referred to herein as the “Securities”). Notwithstanding any other provision in this Agreement, of ERC Homebuilders 1, Inc., in the event that the Shares have a Delaware Corporation closing price on the TSX Venture Exchange (the “CompanyExchange”), ) (or such other exchange on which the Shares may be traded at a purchase price such time) of $6 1.75 or greater per share Share for a period of twenty (20) consecutive trading days at any time from the Closing Date, the Issuer may accelerate the expiry date of the Warrants by giving notice to the holders thereof (by disseminating a news release advising of the acceleration of the expiry date of the Warrants) and, in such case, the Warrants will expire on the thirtieth day after the date of such notice (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion of the 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 Amended and Restated Certificate of Incorporation included as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering StatementAcceleration Provision”).
(b) 1.3 The Subscriber understands acknowledges that the Securities are being Subscription Receipts have been offered pursuant to the Subscriber as part of an offering circular dated [____________] by the Issuer of additional Subscription Receipts to other subscribers (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.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 (the “Maximum Offering”). The Company may accept subscriptions until [______________], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
1.4 All dollar amounts referred to in this Agreement are in lawful money of the United States of America, unless otherwise indicated.
1.5 The Subscriber acknowledges and agrees that this Agreement, the Subscription Amount and any other documents delivered in connection herewith will be held by Xxxxx Xxxxxx LLP (e) the “Escrow Agent”), legal counsel to the Issuer, by or on behalf of the Issuer. In the event that this Agreement is not accepted by the Issuer for whatever reason, which the Issuer expressly reserves the right to do, the Issuer will cause the Escrow Agent to return the Subscription Amount (without interest thereon) to the Subscriber at the address of rejection the Subscriber as set forth on page 2 of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and Investor agrees to purchase Class A Preferred Stock (buy and the “Securities”)Company agrees to sell and issue to Investor such number of shares of common stock, of ERC Homebuilders 1, Inc., a Delaware Corporation (the “Company”), at a purchase price of par value $6 0.001 per share (the “Per Security PriceCommon Stock”), upon the terms and conditions set forth herein. The minimum subscription is $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion of the 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 Amended and Restated Certificate of Incorporation included as Exhibit 2.1 to on the Offering Statement of the Company filed with the SEC signature page hereto, for an aggregate purchase price (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [____________] (the “Offering CircularPurchase Price”) filed with equal to (x) the SEC as part product 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.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 shares the Investor has agreed to purchase and (y) the “Maximum Offering”)purchase price per share as set forth on the signature page hereto. The Company may accept subscriptions until [Purchase Price is set forth on the signature page hereto. The shares have been registered on a Registration Statement on Form 1-A, Registration No.: ______________], unless otherwise extended _ (the “Registration Statement”). The Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”) and is effective on the date hereof. A final offering circular will be delivered to the Investor as required by law. The completion of the purchase and sale of the shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company in its sole discretion accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the Agreement, at the Closing, (i) the Investor shall pay the Purchase Price by wire transfer of immediately available funds to the Company’s bank account per wire instructions as provided by the Company, and (ii) the Company shall cause the (a) Common Stock to be delivered to the Investor with the delivery of the Common Stock to be made through the facilities of The Depository Trust Company’s DWAC system in accordance with applicable SEC regulations for such other period required the instructions set forth on the signature page attached hereto under the heading “DWAC Instructions” (or, if requested by the Investor on the signature page hereto, through the physical delivery of certificates evidencing the Common Stock to sell the Maximum Offering (the “Termination Date”residential or business address indicated thereon). The Company may elect at any time to close all or any portion of this offeringFunds for the Purchase Price should be wired to: BrannellyLaw, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entiretyPLLC Trust Account c/o PGD Eco Solutions, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reasonInc. Xxxxx Fargo Bank 420 Montgomery, this Subscription Agreement shall have no force or effectXxx Xxxxxxxxx, except for Section 5 hereofXX 00000 Account name: BrannellyLaw, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.PLLC Account number: 3930919844 Wire Routing Number 000000000 SWIFT Code: XXXXXX0X
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) Buyer hereby irrevocably subscribes for and agrees to purchase Class A Preferred Stock from the Company the number of shares (the “Securities”"Preferred Shares") of Series A Convertible Preferred Stock, $1.00 par value (the "Preferred Stock"), of ERC Homebuilders 1the Company set forth on the signature page of this Agreement, Inc., a Delaware Corporation (the “Company”), at a purchase price of $6 per share (the “Per Security Price”), upon having the terms and conditions as set forth in the form of Articles of Amendment of the Company's Articles of Incorporation attached hereto as Annex I (the "Articles of Amendment") at the price per share and for the aggregate purchase price set forth on the signature page of this Agreement (the "Purchase Price"). In connection with the purchase of the Preferred Shares by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date (as defined herein) Common Stock Purchase Warrants in the form attached hereto as Annex II (the "Warrants") to purchase a number of shares of Common Stock equal to the quotient obtained by dividing (i) the quotient obtained by dividing (x) the Purchase Price by (y) the average Closing Bid Price (as defined in the Articles of Amendment) of a share of Common Stock for the five Trading Days (as defined in the Articles of Amendment) immediately prior to the Closing Date by (ii) ten (subject to adjustment after issuance of the Warrants as provided in the Warrants). The minimum subscription is $500. The Class A shares of Preferred Stock being subscribed for under this Subscription Agreement issuable pursuant to Section 5 of the Articles of Amendment as dividends on the Preferred Shares are referred to herein as the "Dividend Shares." The shares of Common Stock issuable upon exercise of the Warrants are referred to herein as the "Warrant Shares." The Warrant Shares and the Class A shares of Common Stock (“Common Stock”) issuable upon conversion of the Class A Preferred Stock Shares and the Dividend Shares are also referred to herein collectively as the “"Common Shares." The Common Shares, the Preferred Shares and the Dividend Shares are referred to herein collectively as the "Shares." The Shares and the Warrants are referred to herein collectively as the "Securities.” The rights and preferences of the Class A Preferred Stock are as set forth in 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 [____________] (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.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 (the “Maximum Offering”). The Company may accept subscriptions until [______________], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement."
Appears in 1 contract
Samples: Subscription Agreement (Unicomp Inc)
Subscription. (a) The undersigned (“the "Subscriber”") hereby irrevocably subscribes for and agrees to purchase Class A Preferred Stock from Contact Gold Corp., a Nevada corporation (the “Securities”), of ERC Homebuilders 1, Inc., a Delaware Corporation (the “"Company”), at a purchase price of $6 per share (the “Per Security Price”"), upon the terms and conditions set forth herein. The minimum subscription is $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion , such number of units of the Class A Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Class A Preferred Stock are Company ("Units") as set forth in Amended and Restated Certificate of Incorporation included as Exhibit 2.1 on the 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$0.001 per share, of the Company filed with the SEC (the “Offering Statement”"Unit Shares"), and one-half of one warrant of the Company (a "Warrant"). Each whole Warrant is exerciseable by the holder thereof to acquire, subject to adjustment in certain circumstances, one share of common stock of the Company (a "Warrant Share") at an exercise price of Cdn$●, on or before 4:30 p.m. (Vancouver time) on the date that is ● months from the Closing Date. The Warrants are governed by the terms of a Warrant Indenture (the "Warrant Indenture") between the Company and Computershare Trust Company of Canada (the "Warrant Agent").
(b) The Subscriber understands that the Securities Units are being offered pursuant to an offering circular dated [____________] (the “"Offering Circular”") filed with the SEC as part of the Offering 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.
(c) The Subscriber’s 's subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to the Subscriber only a portion of the number of Securities the Units that the Subscriber has subscribed for. The Company will notify the Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If the Subscriber’s 's subscription is rejected, the Subscriber’s 's payment (or portion thereof if partially rejected) will be returned to the Subscriber without interest and all of the Subscriber’s 's obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 (the “Maximum Offering”). The Company may accept subscriptions until [______________], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities Units (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 4 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (the “SubscriberPurchaser”) by execution of this Subscription Agreement (“Subscription Agreement”), intending to be legally bound, hereby irrevocably subscribes for and agrees to purchase Class A Preferred Stock (the “Securities”), of ERC Homebuilders 1from KULR Technology Group, Inc., a Delaware Corporation corporation (the “Company”), ) the number of units (the “Units” and each a “Unit”) set forth on the signature page hereto at a purchase price of Nine Thousand Dollars ($6 9,000.00) per Unit, for the aggregate subscription price set forth on the signature page hereto (the “Purchase Price”). Each Unit consists, but need not remain a unit, of (i) one share of the Company’s Series C Convertible Preferred Stock, par value $0.0001 per share (the “Per Security PricePreferred Stock”), upon the terms rights, limitations and conditions preferences for which are set forth herein. The minimum subscription is in the Certificate of Designation attached hereto as Exhibit B, and (ii) a warrant in the form attached hereto as Exhibit C (each, a “Warrant” and collectively, the “Warrants”) to purchase Two Thousand Five Hundred (2,500) shares of the Company’s common stock, par value $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement and 0.001 per share (the Class A Common Stock (“Common Stock”), at an exercise price of $1.50 per share of Common Stock, subject to adjustment as set forth in the Warrants, which Warrants expire two (2) years after the date of the Warrant’s issuance. The Units, the Preferred Stock, the Warrants, the Common Stock issuable upon conversion of the Class A Preferred Stock are also and the Common Stock issuable upon exercise of the Warrants shall be collectively referred to as the “Securities.” The rights throughout this Subscription Agreement. If this subscription is accepted, the Company will signify such acceptance by executing counterparts of this Subscription Agreement and preferences of causing one such mutually executed counterpart to be returned to the Class A Preferred Stock are as undersigned. This subscription is submitted to you in accordance with and subject to the terms and conditions described in this Subscription Agreement and all attachments, schedules and exhibits hereto (collectively, the “Subscription Agreement”), including but not limited to the risk factors (“Risk Factors”) set forth in Amended and Restated Certificate of Incorporation included as Exhibit 2.1 on Schedule I hereto, relating to the Offering Statement of the Company filed with the SEC offering (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [____________] (the “Offering CircularOffering”) 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.
(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, of up to a maximum of $3,600,000 in the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 (the “Maximum OfferingOffering Amount”). The By execution hereof, Purchaser acknowledges that this is an unregistered offering of restricted securities, which securities, subject to the satisfaction of certain requirements, may be sold in accordance with Rule 144. Rule 144 requires at least a six month holding period before shares of Common Stock can be publicly traded (the Company may accept subscriptions until [______________]does not currently have a trading symbol and no assurances can be made that it will be assigned a trading symbol or if a trading symbol is assigned that the trading market will develop). Although the Company is currently a reporting issuer in the United States, unless otherwise extended by there is no assurance that it will remain a reporting issuer and/or remain in compliance with all requirements, including without limitation the timely filing of its periodic reports, that allow for Purchasers to transfer restricted securities of the Company in its sole discretion in accordance with applicable SEC regulations for such reliance upon Rule 144 or any other period required exemption to sell the Maximum Offering registration requirement of the Securities Act of 1933, as amended (the “Termination DateSecurities Act”). The Company may elect at any time to close all or any Furthermore, Purchaser acknowledges that a significant portion of the net proceeds of this offeringOffering will be applied to working capital and other general corporate purposes, on various dates at including but not limited to research and development, capital expenditures, sales and marketing costs and compensation (in the form of salary and bonuses) to officers and directors. Accordingly, the Company’s management will have broad discretion as to the application of such proceeds. There can be no assurance that management’s use of proceeds generated through this Offering will prove optimal or translate into revenue or profitability for the Company. Purchasers are urged to consult with their attorneys, accountants and personal investment advisors prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or making any decision to invest in the event Company and to carefully review, with the sale assistance of their attorneys, accountants and personal investment advisors, the Risk Factors set forth on Schedule I hereto, all of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effectCompany’s public filings.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Samples: Subscription Agreement (KULR Technology Group, Inc.)
Subscription. (a) The undersigned (“SubscriberInvestor”) hereby irrevocably subscribes for and agrees to purchase Class A Preferred Stock (the “Securities”), of ERC Homebuilders 1, Inc., a Delaware Corporation (the “Company”)purchase, at a purchase price of $6 1.00 per share Unit (the “Per Security Price”), the number of units set forth on the signature page hereof (the “Units”), each unit comprised of one share of Non-Voting Common Stock, par value $0.0001 (the “Non-Voting Common Stock”), of Crush Capital Inc., a Delaware corporation (the “Company”), and a warrant to purchase one-half of one share of Non-Voting Common Stock for an additional $1.25 per whole share of Non-Voting Common Stock (the “Warrant”) (which Warrant may only be exercised for a whole number of shares), of the Company, upon the terms and conditions set forth herein. The minimum subscription is $5001,000.00, or 1,000 Units. The Class A Preferred Stock shares of Non-Voting Common Stock, the Warrants and the Units being subscribed for under this Subscription Agreement and the Class A shares of Non-Voting Common Stock (“Common Stock”) issuable upon conversion exercise of the Class A Preferred Stock Warrants are also referred to as the “Securities.” The rights and preferences of the Class A Preferred shares of Non-Voting Common Stock are as set forth in Amended and Restated the Certificate of Incorporation included and Bylaws, as Exhibit 2.1 amended, of the Company available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)) and the terms of the Warrants are as set forth in the Form of Warrant and in the Warrant Agreement, available in the Exhibits to the Offering Statement. In this Subscription Agreement, the shares of Non-Voting Common Stock issuable as part of a Unit are referred to as the “Unit Shares” and the shares of Non-Voting Common Stock issuable upon exercise of Warrants are referred to as the “Warrant Shares.”
(b) Subscriber Investor understands that the Securities are being offered pursuant to an offering circular Offering Circular dated [____________] ______, 2020 (the “Offering Circular”) ), filed with the SEC as part of the Offering Statement. By executing subscribing to the Offering, Investor acknowledges that Investor has received and reviewed this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber Investor to make an investment decisiondecision with respect to the Securities.
(c) The SubscriberInvestor’s subscription hereunder may be accepted or rejected in whole or in part, at any time prior to a the applicable Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber Investor only a portion of the number of Securities Subscriber Units that Investor has subscribed forto purchase hereunder. The Company will notify Subscriber Investor whether this subscription is accepted (whether in whole or in part) or rejected. If SubscriberInvestor’s subscription is rejected, SubscriberInvestor’s payment (or portion thereof if partially rejected) will be returned to Subscriber Investor without interest and all of SubscriberInvestor’s obligations hereunder shall terminateterminate with respect to the rejected subscription (or portion thereof).
(d) The aggregate number of Securities that may be sold in this offering shall not exceed 8,333,333 11,000,000 Units (the “Maximum OfferingUnits”). The Company may accept subscriptions until [______________]the Maximum Units have been sold, unless otherwise extended earlier terminated by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The There is no minimum offering amount and the Company may elect at any time to close all or any portion of this offering, offering on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities Units (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effecteffect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Preferred Common Stock (the “Securities”), of ERC Homebuilders 1, To The Stars Academy of Arts and Science Inc., a Delaware Corporation public benefit corporation (the “Company”), at a purchase price of $6 5.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500_____. The Class A Preferred Stock being subscribed for under this Subscription Agreement and rights of the Class A Common Stock (“Common Stock”) issuable upon conversion of the Class A Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Class A Preferred Stock are as set forth in the Amended and Restated Certificate of Incorporation included as Exhibit 2.1 and Bylaws in Exhibits 1 and 2 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [____________] ________ (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.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 2,000,000 (the “Maximum Offering”). The Company may accept subscriptions until [______________]___, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Samples: Subscription Agreement (To the Stars Academy of Arts & Science Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Preferred ______________ Units, each Unit comprising one share of Common Stock of the Company and two warrants to purchase Common Stock of the Company on the terms set out in the Warrant attached hereto (the “Warrants” and together the “Securities”), of ERC Homebuilders 1, Inc.Virtual Communications Corporation, a Delaware Corporation corporation incorporated in the state of Nevada (the “Company”), at a purchase price of $6 _____ per share (the “Per Security Price”)Unit, upon the terms and conditions set forth herein. The minimum subscription is $500. The Class A Preferred Common Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion exercise of the Class A Preferred Stock Warrants are also referred to as the “Securities.” The rights and preferences of the Class A Preferred Stock are as set forth in 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 [____________] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement including exhibits thereto and of the Company filed with the SECand any other information required by the Subscriber to make an investment decision.
(c) The Subscriber’s subscription This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 ______________ (the “Maximum Offering”). The Company may accept subscriptions until [______________], 2016, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other additional period required to sell the Maximum Offering Units (the “Termination Date”). The Providing that subscriptions for _________ Units of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Samples: Subscription Agreement (Virtual Communications Corp)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and Investor agrees to purchase Class A Preferred Stock buy and the Company agrees to sell and issue to Investor such number of units (the “SecuritiesUnits”), ) consisting of ERC Homebuilders 1, Inc., a Delaware Corporation (i) shares (the “Shares”) of the Company”)’s common stock, at a purchase price of $6 0.001 par value per share (the “Per Security PriceCommon Stock”), upon the terms and conditions set forth herein. The minimum subscription is $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion of the 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 Amended on the signature page hereto, and Restated Certificate of Incorporation included as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (ii) warrants (the “Offering StatementWarrants”).
(b) Subscriber understands that the Securities are being offered pursuant to purchase Common Stock for an offering circular dated [____________] aggregate purchase price (the “Offering CircularPurchase Price”) filed with equal to the SEC as part product of (x) 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.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 Units the Investor has agreed to purchase and (y) the purchase price per Unit as set forth on the signature page hereto. The Purchase Price is set forth on the signature page hereto. The Shares have been registered on a Registration Statement on Form S-1, Registration No. 333-193053 (the “Maximum OfferingRegistration Statement”). The Company may accept subscriptions until [______________], unless otherwise extended Registration Statement has been declared effective by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering Securities and Exchange Commission (the “Termination DateCommission”)) and is effective on the date hereof. A final prospectus supplement will be delivered to the Investor as required by law. The Company may elect completion of the purchase and sale of the Shares (the “Closing”) shall take place at any a place and time to close all or any portion of this offering, on various dates at or prior to (the Termination Date (each a “Closing Date”) to be specified by the Company and Brean Capital, LLC (the “Placement Agent”).
, in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (e) In the event “Exchange Act”). Upon satisfaction or waiver of rejection of this subscription in its entirety, or all the conditions to closing set forth in the event Agreement, at the sale Closing, (i) the Investor shall pay the Purchase Price by wire transfer of immediately available funds to the Securities Company’s bank account per wire instructions as provided by the Company, and (or any portion thereofii) is not consummated for any reason, this Subscription Agreement the Company shall have no force or effect, except for Section 5 hereof, which shall remain in force cause the Shares and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer Warrants to be deemed effective, the Transferee shall have executed and delivered to the Company Investor with the delivery of the Shares to be made through the facilities of The Depository Trust Company’s DWAC system in advance an instrument in a form acceptable accordance with the instructions set forth on the signature page attached hereto under the heading “DWAC Instructions” (or, if requested by the Investor on the signature page hereto, through the physical delivery of certificates evidencing the Shares to the 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 Agreementresidential or business address indicated thereon).
Appears in 1 contract
Subscription. (a) The undersigned (the “SubscriberPurchaser”) hereby irrevocably subscribes for and agrees to will purchase Class A Preferred Stock (the “Securities”), of ERC Homebuilders 1, Inc., a Delaware Corporation from Orbital Tracking Corp. (the “Company”)) the number of shares of Series J Preferred Stock of the Company (the “Shares”) as set forth on the signature page to this Subscription Agreement, at a purchase price of $6 10.00 per share (the “Per Security Purchase Price”), upon the terms and conditions set forth herein. The minimum subscription is $500. The Class A shares of Common Stock underlying the Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion of the Class A Preferred Stock are also may hereinafter be referred to as the “Securities.” Conversion Shares”. The Preferred Stock shall have the rights and preferences of the Class A Preferred Stock are as set forth in Amended and Restated the Certificate of Incorporation included as Exhibit 2.1 to the Offering Statement Designation of the Company filed with the SEC Preferences, Rights and Limitations (the “Offering StatementCOD”).
(b) Subscriber understands that attached as Exhibit A hereto. The Subscription Agreement and the Securities COD are collectively referred to as the “Transaction Documents”. The Shares are being offered pursuant to an offering circular dated [____________] (the “Offering CircularOffering”) filed with by the SEC as part of the Offering Statement. By executing Company pursuant to 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.
(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 Shares are being offered on a “reasonable efforts all or none”, basis with respect to the minimum of $500,000 (whether in whole or in part) or rejectedthe “Minimum Offering Amount”). If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned The Shares are being offered on a “reasonable efforts” basis with respect to Subscriber without interest and all up to $1,250,000 of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 Shares (the “Maximum OfferingOffering Amount”). Any purchase of Shares by the Company’s officers, directors, or employees shall be included, and counted towards, the Minimum and Maximum Offering Amounts. The Company may accept Initial Closing (as defined herein) of this Offering shall be subject to subscriptions until [______________], unless otherwise extended being received from qualified investors and accepted by the Company in its sole discretion in accordance for the Minimum Offering Amount. Upon acceptance by the Company after the date hereof of such subscriptions, the Company shall have the right at any time thereafter, prior to the Termination Date (as defined below), to effect an initial closing with applicable SEC regulations respect to this Offering (the “Initial Closing”). Thereafter, the Company shall continue to accept, and continue to have closings (together with the Initial Closing, each a “Closing”) for, additional subscriptions for such other Securities from investors from time to time up to Maximum Offering Amount. The Shares will be offered for a period required to sell (the “Initial Offering Period”) commencing on the date of this Subscription Agreement and continue until the earliest of (i) April 30, 2017 (the “Maximum Offering Deadline”), (ii) the date upon which subscriptions for the Maximum Offering offered hereunder have been accepted, or (iii) the date upon which the Company elects to terminate the Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior subject to the right of the Company to extend the Offering until as late as May 31, 2017 (the “Final Termination Date (each a “Closing Date”).
(e) In , without further notice to or consent by investors, if the event of rejection of this subscription in its entiretyMaximum Offering Amount has not been subscribed by the Offering Deadline. This additional period, or in together with the event the sale of the Securities (or any portion thereof) is not consummated for any reasonInitial Offering Period, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns referred to herein as the “Offering Period.” The minimum investment amount that may be purchased by an investor is $25,000 (collectively, the “TransfereesInvestor Minimum Investment”); provided that for any such transfer to be deemed effectivehowever, the Transferee shall have executed Company, in its discretion, may accept an investor subscription for an amount less than the Investor Minimum Investment. The subscription for the Shares will be made in accordance with and delivered subject 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, terms and be bound by the representations and warranties of Subscriber, terms conditions of this Subscription Agreement. In the event that (i) subscriptions for the Offering are rejected in whole (at the sole discretion of the Company), (ii) no Shares are subscribed for prior to April 30 or, if extended, prior to May 31, 2017, or (iii) the Offering is otherwise terminated by the Company prior to the expiration of the Initial Offering Period or, if extended, prior to the Final Termination Date, then the Company will refund all subscription funds held by it to the persons who submitted such funds, without interest, penalty or deduction. If a subscription is rejected in part (at the sole discretion of the Company) and the Company accepts the portion not so rejected, the funds for the rejected portion of such subscription will be returned without interest, penalty, expense or deduction.
Appears in 1 contract
Subscription. (a) The undersigned subscriber (the “Subscriber”) ), intending to be legally bound, hereby irrevocably subscribes for and agrees to purchase Class A Preferred Stock (the “Securities”), of ERC Homebuilders 1from Gyrotron Technology, Inc., a Delaware Corporation corporation (the “Company”), at a purchase price of $6 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion of the 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 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 [____________] _ units (the “Offering CircularUnits”) filed each consisting of (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”), of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share of the Company (each, a “Common Share”), expiring no earlier than 12/31/14 and no later than March 31, 2016 with an exercise price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the SEC signature page hereof. The form of Certificate of Designation (“COD”) for the Series B1 Preferred Stock, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to the Subscriber concerning the Offering (the “Other Offer Documents”). The Shares that are the subject of this Agreement are part of an offering of Units by the Company (the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering Statementat any time without prior notice. By executing Also, the Company, in its sole discretion, may accept or reject this Subscription Agreementsubscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber acknowledges the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber has received in this Subscription Agreement, Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering Circular and Offering Statement including exhibits thereto and is oversubscribed, or for any other information required reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to make an investment decisionsell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interest.
(c) The Subscriber’s subscription Subscriber 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 not withdraw this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 (the “Maximum Offering”). The Company may accept subscriptions until [______________], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”)amount paid pursuant thereto.
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Preferred Stock Security Interests (the “Securities”), of ERC Homebuilders 1, Inc.LiquidPiston 2024 Reg CF SPV LLC, a Delaware Corporation limited liability company (the “Company”), at a purchase price of $6 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription Company is $500serving as a “crowdfunding vehicle” as defined under Rule 3a-9 of the Investment Company Act of 1940, as amended, for shares of Common Stock (the “Common Stock”) to be acquired from LiquidPiston Inc., a Delaware corporation (the “Crowdfunding Issuer”). The Class A Preferred Stock Securities being subscribed for under this Subscription Agreement and constitute limited liability company membership interests of the Class A Company which relate to securities issued by the Crowdfunding Issuer on a one-to-one basis with the shares of Common Stock being offered at a price of $11.50 per share (the “Common StockUnderlying Securities”) issuable upon conversion ), plus a 2.5% investor transaction fee. The rights of the Class A Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Class A Preferred Stock Securities are as set forth in Amended the Limited Liability Company Agreement of the Company; and Restated the rights of the Underlying Securities are as set forth in the Certificate of Incorporation included as Exhibit 2.1 to and Bylaws of the Crowdfunding Issuer; and any description of the Securities or the Common Stock 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 [____________] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement including exhibits thereto of the Crowdfunding Issuer filed with the SEC and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Limited Liability Company Agreement of the Company.
(c) The Subscriber acknowledges that Subscriber has read the educational materials on the landing page, and has been informed of Subscriber’s subscription right to cancel the investment up to 48-hours prior to the Termination Date (defined below); however, once the Subscription Agreement is accepted by the Company and Crowdfunding Issuer there is no cancelation right;
(d) Subscriber acknowledges that there may be promoters for this Offering, and in the case that there are any communications from promoters, the promoter must clearly disclose in all communications the receipt of compensation, and that the promoter is engaged in promotional activities on behalf of the Company and Crowdfunding Issuer. A promoter may be any person who promotes the Company’s and Crowdfunding Issuer's offering for compensation, whether past or prospective, or who is a founder or an employee of an issuer that engages in promotional activities on behalf of the Company and Crowdfunding Issuer; and
(e) Subscriber acknowledges that Subscriber has been informed of the compensation that DealMaker Securities LLC and affiliates receives in connection with the sale of securities in the Regulation CF offering and the manner in which it is received.
(f) Subscriber understands that the Crowdfunding Issuer, as Manager of the Company, will make all decisions for the Company even though the Subscriber’s investment is not made with the Crowdfunding Issuer.
(g) This Subscription may be accepted or rejected in whole or in part, at any time prior to a the Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities that Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(dh) The aggregate number value of Securities the shares of Common Stock to be sold by the Crowdfunding Issuer shall not exceed 8,333,333 $4,999,998.18 (the “Maximum Offering”including an investor transaction fee). The Company may accept subscriptions until [______________]December 31, 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 2024 (the “Termination Date”). The Provided that subscriptions of $11,787.50 worth of Securities, including a 2.5% investor transaction fee are received, the Company may elect at any time to close all or any a portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(ei) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 8 hereof, which shall remain in force and effect.
(fj) 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, Subscriber as set forth herein and the terms of this Subscription Agreement.
(k) Each closing of the purchase and sale of the Securities (each a “Closing”) shall take place at such time and place as the Company may designate by notice to Subscriber.
Appears in 1 contract
Samples: Subscription Agreement
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Preferred Common Stock (the “Securities”), of ERC Homebuilders 1SPRiZZi Bxx-Co, Inc., a Delaware Corporation corporation (the “Company”), at a purchase price of $6 10.00 per share (the “Per Security Price”), ) with a minimum purchase of 25 shares or $250.00 or higher subject to the discretionary of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The minimum subscription is $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion rights of the Class A Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Class A Preferred Common Stock are as set forth in Amended and Restated the Certificate of Incorporation Incorporation, as amended, included as Exhibit 2.1 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 [____________] ___________________ (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.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 5,000,000 shares of Non-Voting Common Stock (the “Maximum Offeringmaximum number of shares”). The Company may accept subscriptions until [______________]_______________, 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. The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and Buyer agrees to purchase Class A Preferred Stock (the “Securities”), of ERC Homebuilders 1, Inc., a Delaware Corporation (the “Company”), at a purchase price of $6 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement buy and the Class A Common Stock (“Common Stock”) issuable upon conversion of the Class A Preferred Stock are also referred Seller agrees to as the “Securities.” The rights sell and preferences of the Class A Preferred Stock are as set forth in Amended and Restated Certificate of Incorporation included as Exhibit 2.1 issue 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 [____________] (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.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 (the “Maximum Offering”). The Company may accept subscriptions until [Buyer ______________]_ shares of common stock, 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 $.001 par value per share (the “Termination DateCommon Stock”). The Company may elect , of the Seller (the “Shares”) for a purchase price per Share of $6.75 (the “Purchase Price”), for an aggregate of $___________ (the “Aggregate Purchase Price”), together with warrants to purchase ____________ shares of Common Stock (the “Warrants”), at any time to close all or any portion an exercise price of this offering$8.45 per share, on various dates at or prior subject to the Termination Date terms and conditions set forth therein in the form attached hereto as Exhibit A. The shares of Common Stock and Warrants to be issued to the Buyer are hereinafter referred to as the “Securities”).
b) The Securities and the shares of Common Stock underlying the Warrants (each the "Warrant Shares") have been registered on a Form S-3, File No. 333-143454, which registration statement (the “Registration Statement”) has been declared effective by the Securities and Exchange Commission, has remained effective since such date and is effective on the date hereof.
c) On November 6, 2007 (the “Closing Date”), subject to receipt by Tri-State Title (the “Escrow Agent”) of the Aggregate Purchase Price, Seller shall authorize Corporate Stock Transfer, Inc. (the “Transfer Agent”) to register the Securities in the name or names as designated by Buyer and to deliver such Securities by courier to the address designated by Buyer (the “Delivery Instructions”), in each case as set forth on the signature page hereto. The Securities delivered on the Closing Date shall be unlegended and free of any resale restrictions. Prior to the Closing Date, the Buyer shall wire the Aggregate Purchase Price to the Escrow Agent to hold in escrow pursuant to the wire instructions set forth on the signature page hereto.
d) Seller shall be entitled to receive the Aggregate Purchase Price from the Escrow Agent only after the Escrow Agent has received written confirmation (ewhich confirmation may be electronic) In from Buyer (the “Confirmation”) that (i) Buyer has received the unlegended Securities from the Seller in accordance with the Delivery Instructions and (ii) if such Securities have been delivered to Buyer’s prime broker for deposit (the “Deposit”) with The Depository Trust Company (“DTC”), that such Securities have been so deposited. Buyer shall use commercially reasonable efforts to provide the Confirmation to the Escrow Agent as promptly as practicable, but in no event of rejection of this subscription in its entiretylater than three business days, or in after receipt and, if applicable, the event the sale Deposit of the unlegended Securities (or any portion thereofthe “Confirmation Date”). If (i) is by 5:00 pm, New York time, on the Confirmation Date, the Confirmation has not consummated for any reasonbeen received by Seller and Buyer has not unreasonably objected in writing to Seller as to the form and substance of the delivery of the unlegended Securities and (ii) Seller has otherwise received written notice from the courier service that delivery has been effected in accordance with Delivery Instructions, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force then Seller and effect.
(f) The terms of this Subscription Agreement the Placement Agent shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer entitled to be deemed effective, instruct the Transferee shall have executed and delivered Escrow Agent to release 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 Agreementapplicable Aggregate Purchase Price.
Appears in 1 contract
Samples: Subscription Agreement (China Precision Steel, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Preferred Stock $____________ in membership interests (the “Securities”), of ERC Homebuilders 1, Inc.TRP Fund VII LLC, a Delaware Corporation limited liability company (the “Company”), at a purchase price of $6 per share _____________ (the “Per Security Purchase Price”), upon the terms and conditions set forth herein. The minimum subscription is $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement rights, preferences and privileges related to the Class A Common Stock (“Common Stock”) issuable upon conversion of the Class A Preferred Stock Securities are also referred to as the “Securities.” The rights and preferences of the Class A Preferred Stock are as set forth in Amended and Restated Certificate of Incorporation included the Operating Agreement for the Company which is attached as Exhibit 2.1 2.2 to the Offering Statement of the Company filed with the SEC SEC, pursuant to which the Securities are being offered for sale (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [____________] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement including exhibits thereto Statement, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement.
(c) The Subscriber’s subscription This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number amount of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 $50,000,000 (the “Maximum Offering”). The Company may accept subscriptions until [______________], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period as required to sell the Maximum Offering maximum amount of the Securities, or such shorter period if required by applicable law (the “Termination Date”). The Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Preferred Stock units (the “Securities” or “Units”), ) of ERC Homebuilders 1, Brain Scientific Inc., a Delaware Corporation Nevada corporation (the “Company”), at a purchase price of $6 9.00 per share Unit (the “Per Security Price”), which equates to a price of $1.80 per share of Common Stock, provided that a Subscriber must purchase the Units in at least the amount of the minimum investment of $504 (56 Units), upon the terms and conditions set forth herein. The minimum subscription is $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement and Each Unit offered herein consists of five (5) shares of the Class A Common Stock Company’s common stock (the “Common Stock”), par value $0.001 per share, and a warrant (the “Warrant”) issuable upon conversion to purchase one (1) share of the Class A Preferred Stock are also referred to as the “Securities.” Common Stock. The rights and preferences holders of the Class A Preferred Warrants may exercise the Warrants to purchase shares of the Common Stock at the price of $2.25 per share within three years from the issuance date of the Warrants. The terms and conditions of the Warrants are as set forth in Amended and Restated Certificate the form of Incorporation the Warrant Agreement included as Exhibit 2.1 4.2 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [____________] , 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.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 1,111,111 Units (the “Maximum Offering”). The Company may accept subscriptions until [______________], 2021 unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event 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 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, and the terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) 1.1 Subscriber hereby irrevocably subscribes for and agrees to purchase Class A Preferred Stock the number of shares (the “Securities”)"SHARES") of common stock, of ERC Homebuilders 1, Inc., a Delaware Corporation (the “Company”), at a purchase price of par value $6 .001 per share (the “Per Security Price”"COMMON STOCK"), upon of Synova Healthcare Group, Inc., 0000 Xxxxxxxxxx Xxxx, Xxxxx 0000, Xxxxx Xxxxxxxxxxxx 19063, a Nevada corporation (the terms and conditions "COMPANY"), indicated on the signature page attached hereto at the purchase price set forth hereinon such signature page (the "PURCHASE PRICE"). Subscriber has made payment by wire transfer of funds in accordance with instructions from the Company in the full amount of the Purchase Price of the Common Stock for which Subscriber is subscribing (the "PAYMENT").
1.2 This Agreement is part of an offering of shares of Common Stock being conducted by G.M. Capital Partners, Ltd. (the "PLACEMENT AGENT") on behalf of the Company outside the United States (the "OFFERING").
1.3 Subscriber understands that it will not earn interest on any funds held by the Company prior to the date of closing of the Offering. The minimum subscription is $500Placement Agent and the Company may hold an initial closing of the Offering (the "INITIAL CLOSING") at any mutually agreeable time. The Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion date of the Class A Preferred Stock are also Initial Closing is hereinafter referred to as the “Securities.” "INITIAL CLOSING DATE". The rights and preferences Company may hold additional interim closings after the Initial Closing in which the terms of the Class A Preferred Offering my not be the same for each closing. Any such interim closings are each hereinafter referred to as an "ADDITIONAL CLOSING" and shall occur on one or more dates each hereinafter referred to as an "ADDITIONAL CLOSING DATE." The Initial Closing Date and the Additional Closing Dates are each hereinafter sometimes referred to as a "CLOSING DATE." The last Closing is sometimes referred to herein as the "FINAL CLOSING." The date of the Final Closing is referred to herein as the "FINAL CLOSING DATE". Upon receipt by the Company of the requisite payment for all Common Stock to be purchased by the subscribers whose subscriptions are accepted at the Initial Closing or any Additional Closing, as set forth in Amended applicable, and Restated Certificate of Incorporation included as Exhibit 2.1 subject to the Offering Statement satisfaction of certain conditions, the Common Stock so purchased will be issued in the name of each such subscriber, and the name of such subscriber will be registered on the stock transfer books of the Company filed with as the SEC (record owner of such Common Stock. The Company will, at the “Offering Statement”)time of Subscriber's Closing, issue to each subscriber participating in such closing a stock certificate for the Common Stock so purchased.
1.4 Subscriber hereby agrees to be bound hereby upon (bi) Subscriber understands that execution and delivery to the Securities are being offered pursuant to an offering circular dated [____________] (the “Offering Circular”) filed with the SEC as part Company, in care of the Offering Statement. By executing this Subscription AgreementPlacement Agent, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular signature page to this Agreement and Offering Statement including exhibits thereto and any other information required by (ii) written acceptance on the Subscriber to make an investment decision.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Initial Closing Date (or an Additional Closing Date, as hereinafter defined)the case may be, by the Company at its and the Placement Agent of Subscriber's subscription, which shall be confirmed by faxing to the Subscriber the signature page to this Agreement that has been executed by the Company (the "SUBSCRIPTION").
1.5 Prior to acceptance of this Agreement by the Company and the Placement Agent, Subscriber agrees that the Company and Placement Agent may, as they mutually agree in their sole discretion. In addition, the Company, at its sole and absolute discretion, may allocate reduce the Subscription to Subscriber only a portion any number of shares of Common Stock that in the aggregate do not exceed the number of Securities shares of Common Stock hereby applied for without any prior notice to or further consent by Subscriber. Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest hereby irrevocably constitutes and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 (appoints the “Maximum Offering”). The Company may accept subscriptions until [______________], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (Placement Agent and each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale officer of the Securities (or any portion thereof) is not consummated for any reasonPlacement Agent, this Subscription Agreement shall have no force or effecteach of the foregoing acting singularly, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms each case with full power 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 effectivesubstitution, the Transferee shall have executed true 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, lawful agent and be bound by the representations and warranties attorney-in-fact of Subscriber, terms with full power and authority in Subscriber's name, place and stead to amend this Agreement, including, in each case, Subscriber's signature page thereto, to effect any of the foregoing provisions of this Subscription AgreementSection 1.5.
1.6 Subscriber agrees and understands that the principals of the Placement Agent may purchase Common Stock in this Offering for their own account.
Appears in 1 contract
Samples: Subscription Agreement (Synova Healthcare Group Inc)
Subscription. (a) The undersigned (the “SubscriberPurchaser”) hereby irrevocably subscribes for and agrees to will purchase Class A Preferred Stock (the “Securities”), of ERC Homebuilders 1, Inc., a Delaware Corporation from Orbital Tracking Corp. (the “Company”)) the number of Units as set forth on the signature page to this Subscription Agreement, at a purchase price of $6 10.00 per Unit (the “Purchase Price”). Each Unit consists of: (a) one (1) share of Series L Preferred Stock, par value $0.0001 per share (the “Per Security PricePreferred Stock”); and (b) two (2) warrants to purchase one share of Common Stock at a price of $4.00 per share, upon exercisable for three years (the terms and conditions set forth herein“Warrants”). The minimum subscription is $500. The Class A shares of Common Stock underlying the Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion of the Class A Preferred Stock are also may hereinafter be referred to as the “Securities.” Conversion Shares”). The shares of Common Stock underlying the Warrants may hereinafter be referred to as the “Warrant Shares”). The Preferred Stock shall have the rights and preferences of the Class A Preferred Stock are as set forth in Amended and Restated the Certificate of Incorporation included as Exhibit 2.1 to the Offering Statement Designation of the Company filed with the SEC Preferences, Rights and Limitations (the “Offering StatementCOD”).
(b) Subscriber understands that attached as Exhibit A hereto. The terms and conditions governing the Securities Warrants shall be as set forth in the form of Warrant attached as Exhibit B hereto. The Subscription Agreement, the COD, and the form of Warrant are collectively referred to as the “Transaction Documents. The Units are being offered pursuant to an offering circular dated [____________] (the “Offering CircularOffering”) filed with by the SEC as part of the Offering Statement. By executing Company pursuant to 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.
(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 Units are being offered on a “reasonable efforts all or none”, basis with respect to the minimum of $150,000 (whether in whole or in part) or rejectedthe “Minimum Offering Amount”). If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned The Units are being offered on a “reasonable efforts” basis with respect to Subscriber without interest and all up to $750,000 of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 Units (the “Maximum OfferingOffering Amount”). Any purchase of Units by the Company’s officers, directors, or employees shall be included, and counted towards, the Minimum and Maximum Offering Amounts. The Company may accept Initial Closing (as defined herein) of this Offering shall be subject to subscriptions until [______________], unless otherwise extended being received from qualified investors and accepted by the Company in its sole discretion in accordance for the Minimum Offering Amount. Upon acceptance by the Company after the date hereof of such subscriptions, the Company shall have the right at any time thereafter, prior to the Termination Date (as defined below), to effect an initial closing with applicable SEC regulations respect to this Offering (the “Initial Closing”). Thereafter, the Company shall continue to accept, and continue to have closings (together with the Initial Closing, each a “Closing”) for, additional subscriptions for such other Securities from investors from time to time up to Maximum Offering Amount. The Units will be offered for a period required to sell (the “Initial Offering Period”) commencing on the date of this Subscription Agreement and continue until the earliest of (i) May 10, 2018 (the “Minimum Offering Deadline”), (ii) the date upon which subscriptions for the Maximum Offering offered hereunder have been accepted, or (iii) the date upon which the Company elects to terminate the Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior subject to the right of the Company to extend the Offering until as late as June 10, 2018 (the “Final Termination Date (each a “Closing Date”).
(e) In , without further notice to or consent by investors, if the event of rejection of this subscription in its entiretyMaximum Offering Amount has not been subscribed by the Offering Deadline. This additional period, or in together with the event the sale of the Securities (or any portion thereof) is not consummated for any reasonInitial Offering Period, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns referred to herein as the “Offering Period.” The minimum investment amount that may be purchased by an investor is $25,000 (collectively, the “TransfereesInvestor Minimum Investment”); provided that for any such transfer to be deemed effectivehowever, the Transferee shall have executed Company, in its discretion, may accept an investor subscription for an amount less than the Investor Minimum Investment. The subscription for the Units will be made in accordance with and delivered subject 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, terms and be bound by the representations and warranties of Subscriber, terms conditions of this Subscription Agreement. In the event that (i) subscriptions for the Offering are rejected in whole (at the sole discretion of the Company), (ii) no Units are subscribed for prior to May 30, 2018, or (iii) the Offering is otherwise terminated by the Company prior to the expiration of the Continuing Offering Period or, if extended, prior to the Final Termination Date, then the Company will refund all subscription funds held by it to the persons who submitted such funds, without interest, penalty or deduction. If a subscription is rejected in part (at the sole discretion of the Company) and the Company accepts the portion not so rejected, the funds for the rejected portion of such subscription will be returned without interest, penalty, expense or deduction.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) 1.1 On the basis of the representations and warranties, and subject to the terms and conditions, set forth in this Agreement, the Subscriber hereby irrevocably subscribes for and agrees to purchase Class A Preferred Stock (the “Securities”), such number of ERC Homebuilders 1, Inc., a Delaware Corporation (the “Company”), Subscription Receipts as is set forth on page 2 of this Agreement at a purchase price of $6 0.45 per share Subscription Receipt for the Subscription Amount shown on page 2 of this Agreement, which is tendered herewith (such subscription and agreement to purchase being the “Per Security Price”"Subscription"), upon the terms and conditions set forth herein. The minimum subscription is $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion of the 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 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 [____________] (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.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 (the “Maximum Offering”). The Company may accept subscriptions until [______________], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required Issuer agrees to sell the Maximum Offering (Subscription Receipts to the “Termination Date”). The Company may elect at any time to close all or any portion Subscriber, effective upon the Issuer's acceptance of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”)Agreement.
(e) 1.2 In the event of rejection the occurrence of the Escrow Release Condition (as defined herein), each Subscription Receipt will automatically convert into one Unit for no additional consideration. Each Unit will consist of one Share and one Warrant. The Warrants will be transferable. Each Warrant will entitle the holder thereof to purchase one Warrant Share, as presently constituted, for a period of three (3) years commencing from the Closing Date at an exercise price of $0.55 per Warrant Share until the date of expiration of the Warrant. The Subscription Receipts, the Units, the Shares, the Warrants and the Warrant Shares are referred to herein as the "Securities". Notwithstanding any other provision in this subscription in its entiretyAgreement, or in the event that the sale Shares have a closing price on the TSX Venture Exchange (the "Exchange") (or such other exchange on which the Shares may be traded at such time) of $1.75 or greater per Share for a period of twenty (20) consecutive trading days at any time from the Closing Date, the Issuer may accelerate the expiry date of the Securities Warrants by giving notice to the holders thereof (by disseminating a news release advising of the acceleration of the expiry date of the Warrants) and, in such case, the Warrants will expire on the thirtieth day after the date of such notice (the "Acceleration Provision").
1.3 The Subscriber acknowledges that the Subscription Receipts have been offered to the Subscriber as part of an offering by the Issuer of additional Subscription Receipts to other subscribers (the "Offering").
1.4 All dollar amounts referred to in this Agreement are in lawful money of the United States of America, unless otherwise indicated.
1.5 The Subscriber acknowledges and agrees that this Agreement, the Subscription Amount and any other documents delivered in connection herewith will be held by Xxxxx Xxxxxx LLP (the "Escrow Agent"), legal counsel to the Issuer, by or any portion thereof) on behalf of the Issuer. In the event that this Agreement is not consummated accepted by the Issuer for any whatever reason, this which the Issuer expressly reserves the right to do, the Issuer will cause the Escrow Agent to return the Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
Amount (fwithout interest thereon) The terms to the Subscriber at the address of the Subscriber as set forth on page 2 of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (ALKALINE WATER Co INC)
Subscription. (a) A. The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Preferred Stock the number of Shares (the “SecuritiesShares”), of ERC Homebuilders 1, Inc., a Delaware Corporation (the “Company”), ) at a purchase price of $6 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion of the Class A Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Class A Preferred Stock are as set forth in Amended and Restated Certificate of Incorporation included as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [____________] _ Dollars ($ 0.002) per share.
B. The undersigned hereby authorizes the Company to accept on the undersigned’s behalf a check, in the amount of the purchase price of the Shares (the “Offering CircularPayment”) 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.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 (the “Maximum Offering”). The Company may accept subscriptions until [subscriber for $______________]_ in cash. Checks payable to Vitamin Blue, unless otherwise extended Inc. shall be directed to: Vitamin Blue, Inc. 0000 X. 00xx Xxxxxx Xxxxx Xxxx, Xxxxxxxxxx 00000 Attention: Xxxxx X. Xxxxxxx, President Checks must be accompanies 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”)a fully executed copy of this Subscription Agreement. The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms fully executed original of this Subscription Agreement shall be binding returned to the Company. The undersigned further agrees to execute and deliver to the Company any other documents reasonably requested by the Company necessary to comply with the terms and conditions established below to qualify as a purchaser of Shares.
C. The undersigned understands that the Payment will be returned promptly to the undersigned if the undersigned’s subscription is rejected in whole or in part for any reason or for no reason. Upon receipt by the Company of the requisite payment for the Shares being purchased by the undersigned, and upon Subscriber acceptance of this subscription by the Company, the Shares so purchased will be issued in the name of the undersigned and its transferees, heirs, successors the undersigned will be registered on the stock transfer books of the Company as the record owner of such Shares.
D. The undersigned hereby acknowledges receipt of a copy of the Offering Memorandum and assigns agrees to be bound thereby upon the (collectively, 1) execution and delivery to the Company of the signature page to the undersigned’s completed questionnaire submitted by the undersigned (the “TransfereesQuestionnaire”) and this Subscription Agreement and (2) acceptance by the Company of the undersigned’s subscription for Shares (the “Subscription”). The undersigned acknowledges that the information contained in the Offering Memorandum is confidential and nonpublic and agrees that all such information shall be kept in confidence by the undersigned and neither used by the undersigned to the undersigned’s personal benefit (other that in connection with this Subscription) nor disclosed to any third party for any reason; provided that for this obligation shall not apply to any such transfer to be deemed effective, information which (i) is part of the Transferee shall have executed public knowledge or literature and delivered to readily accessible at 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 date hereof; (ii) becomes part of this public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision); or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements including, without limitation, any Subscription AgreementAgreement they may have entered into with the Company). IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MARITS AND RISKS INVOLVED. THESE SHARES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFER-ABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. SIGNATURE The signature page to this Subscription Agreement is contained as part of the applicable Subscription Package, entitled “Signature Page.”
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase 6,500,000 shares of Class A Preferred Stock (“Preferred Stock”) and up to 6,500,000 shares of Class A Common Stock into which the Preferred Stock may convert (the “Securities”), of ERC Homebuilders GolfSuites 1, Inc., a Delaware Corporation Corporation, (the “Company”), at a purchase price of $6 7.50 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500525. The Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion of the 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 Second Certificate of Amendment to the 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 [____________] (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.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 6,500,000 (the “Maximum Offering”). The Company may accept subscriptions until [______________], 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”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Subscription.
(a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees Subject to purchase Class A Preferred Stock (the “Securities”), of ERC Homebuilders 1, Inc., a Delaware Corporation (the “Company”), at a purchase price of $6 per share (the “Per Security Price”), upon the terms and conditions hereof and the provisions of the Form C, the undersigned hereby subscribes for the Securities set forth hereinon the signature page hereto for the aggregate purchase price set forth on the signature page hereto, which is payable as described in Section 4 hereof. Subscriber understands and acknowledges that the subscription may not be revoked within the 48 hour period prior to a closing (as described below) of the Offering. The minimum subscription is $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement and undersigned acknowledges that the Class A Common Stock (“Common Stock”) issuable upon conversion of the Class A Preferred Stock are also referred Securities will be subject to as the “Securities.” The rights and preferences of the Class A Preferred Stock are restrictions on transfer as set forth in Amended and Restated Certificate of Incorporation included as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC this subscription agreement (the “Offering StatementSubscription Agreement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [____________] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges the undersigned (and, if the undersigned is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom the undersigned is so purchasing) hereby joins as a party that Subscriber has received this Subscription Agreement, copies is designated (a) as an “Investor” under each of (i) the Amended and Restated Investors’ Rights Agreement to be dated as of the Offering Circular and Offering Statement including exhibits thereto and any other information required by initial Closing, in substantially the Subscriber to make an investment decision.
form attached hereto as Exhibit A (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter definedthe “Investors’ Rights Agreement”), and (ii) the Amended and Restated Right of First Refusal Agreement and Co-Sale Agreement to be dated as of the initial Closing, in substantially the form attached hereto as Exhibit B (the “First Refusal Agreement”), and (b) as a “Rights Holder” under the Amended and Restated Voting Agreement to be dated as of the initial Closing, in substantially the form attached hereto as Exhibit C (the “Voting Agreement”), in each case as entered into by the Company at its sole discretion. In addition, and among the Company, at its sole discretionthe investors in the Company’s Series Seed Preferred Stock, may allocate to Subscriber only a portion Series A Preferred Stock, Series A-2 Preferred Stock and Series CF Preferred Stock and certain other stockholders of the number of Securities Subscriber has subscribed forCompany. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejectedInvestors’ Rights Agreement, Subscriber’s payment (or portion thereof if partially rejected) will be returned First Refusal Agreement and Voting Agreement collectively are referred to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 (herein as the “Maximum OfferingInvestment Agreements”). Any notice required or permitted to be given to the undersigned under any of the Investment Agreements shall be given to the undersigned at the address provided with the undersigned’s subscription. The Company may accept subscriptions until [______________], unless otherwise extended by undersigned confirms that the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell undersigned has reviewed the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force Investment Agreements and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and will be bound by the representations terms thereof as a party who is designated as an “Investor” under the Investors’ Rights Agreement and warranties of Subscriberthe First Refusal Agreement, terms of this Subscription and as a “Rights Holder” under the Voting Agreement..
Appears in 1 contract
Samples: Subscription Agreement (Digital Brands Group, Inc.)
Subscription. (a) The 1.1 On the basis of the representations and warranties and subject to the terms and conditions set forth herein, the undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Preferred Stock units (each, a ”Unit”) of the Company at a price of US$0.10 per Unit (such subscription and agreement to purchase being the “Subscription”), for an aggregate purchase price as set out on the signature page of this Subscription Agreement (the “SecuritiesSubscription Proceeds”)) which is tendered herewith, on the basis of ERC Homebuilders 1, Inc., a Delaware Corporation (the “Company”), at a purchase price of $6 per share (the “Per Security Price”), upon representations and warranties and subject to the terms and conditions set forth herein.
1.2 Each Unit will consist of one common share in the capital of the Company (each, a “Share”) and one common share purchase warrant (each warrant, a “Warrant”) subject to adjustment. Each Warrant shall be non-transferable. Each Warrant shall entitle the holder thereof to purchase one common share in the capital of the Company (each, a “Warrant Share”), as presently constituted, for a period of three years commencing from the Closing Date (defined herein) at an exercise price of US$0.25 per Warrant Share. Certificates representing the Warrants will be in the form attached as Exhibit D hereto. The minimum subscription is $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement Shares, Warrants and the Class A Common Stock (“Common Stock”) issuable upon conversion of the Class A Preferred Stock Warrant Shares are also referred to herein as the “Securities”.”
1.3 The rights and preferences Company hereby agrees to sell, on the basis of the Class A Preferred Stock are as representations and warranties and subject to the terms and conditions set forth in Amended and Restated Certificate of Incorporation included as Exhibit 2.1 herein, the Units to the Offering Statement of Subscriber. Subject to the Company filed with terms hereof, the SEC (Subscription Agreement will be effective upon its acceptance by the “Offering Statement”)Company.
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [____________] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, 1.4 The 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.
(c) The Subscribera finder’s subscription fee or a broker’s commission may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 (the “Maximum Offering”). The Company may accept subscriptions until [______________], unless otherwise extended paid by the Company in its sole discretion in accordance connection with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”)Subscription.
(e) In the event of rejection of this subscription 1.5 Unless otherwise provided, all dollar amounts referred to in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain are in force and effectlawful money of the United States of America.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Respect Your Universe, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and Investor agrees to purchase Class A Preferred Stock buy and the Company agrees to sell and issue to Investor such number of Units (the “SecuritiesUnits” and each a “Unit”)) each Unit consisting of one share of common stock, of ERC Homebuilders 1, Inc., a Delaware Corporation (the “Company”), at a purchase price of par value $6 0.001 per share (the “Per Security PriceCommon Stock”), upon the terms and conditions set forth herein. The minimum subscription is $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion of the 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 Amended and Restated Certificate of Incorporation included as Exhibit 2.1 to on the Offering Statement of the Company filed with the SEC signature page hereto, for an aggregate purchase price (the “Offering StatementPurchase Price”).
) equal to (bx) Subscriber understands that the Securities are being offered pursuant product of the aggregate number of Units the Investor has agreed to an offering circular dated [purchase and (y) the purchase price per Unit as set forth on the signature page hereto. The Purchase Price is set forth on the signature page hereto. Additionally, the Company agrees to sell and issue to Investor one Unit for every two Units purchased per this Subscription from the date of this Subscription until ____________] _, when the Registration Statement (defined herein) is set to expire. Per the “Offering Circular”) filed with the SEC as part terms of the Offering Registration Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies the additional purchasable Units will be at the same price ($0.50 per share) regardless of the Offering Circular price trading in the open market and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision.
(c) The Subscriber’s subscription may shall also 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 forfree trading shares. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejectedUnits have been registered on a Registration Statement on Form 1-A, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminateRegistration No.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 (the “Maximum Offering”). The Company may accept subscriptions until [: ______________], unless otherwise extended _ (the “Registration Statement”). The Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”) and is effective on the date hereof. A final offering circular will be delivered to the Investor as required by law. The completion of the purchase and sale of the Units (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company in its sole discretion accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the Agreement, at the Closing, (i) the Investor shall pay the Purchase Price by wire transfer of immediately available funds to the Company’s bank account per wire instructions as provided by the Company, and (ii) the Company shall cause the (a) Common Stock to be delivered to the Investor with the delivery of the Common Stock to be made through the facilities of The Depository Trust Company’s DWAC system in accordance with applicable SEC regulations for such other period required the instructions set forth on the signature page attached hereto under the heading “DWAC Instructions” (or, if requested by the Investor on the signature page hereto, through the physical delivery of certificates evidencing the Common Stock to sell the Maximum Offering (the “Termination Date”residential or business address indicated thereon). The Company may elect at any time to close all or any portion of this offeringFunds for the Purchase Price should be wired to: BrannellyLaw, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entiretyPLLC Trust Account c/o Fast Casual Concepts Inc. Xxxxx Fargo Bank 420 Montgomery, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reasonXxx Xxxxxxxxx, this Subscription Agreement shall have no force or effectXX 00000 Account name: BrannellyLaw, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.PLLC Account number: 3930919844 Wire Routing Number 000000000 SWIFT Code: XXXXXX0X
Appears in 1 contract
Samples: Subscription Agreement (Fast Casual Concepts, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase units comprised of two shares of Class A Preferred Stock Common Stock, par value $0.0001 (the “SecuritiesClass A Common Stock”), of ERC Homebuilders 1Cloudastructure, Inc., a Delaware Corporation corporation (the “Company”), and a warrant to purchase one share of Class A Common Stock (the “Warrant”), of the Company (the “Units”) , at a purchase price of $6 2.00 per share Unit (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500250.00. The shares of Class A Preferred Stock Common Stock, the Warrants and the Units being subscribed for under this Subscription Agreement and the shares Class A Common Stock (“Common Stock”) issuable upon conversion exercise of the Class A Preferred Stock Warrants are also referred to as the “Securities.” The rights and preferences of the Class A Preferred Common Stock are as set forth in Amended and Restated Certificate of Incorporation included of the Company (the “Restated Certificate”), filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)) and the terms of the Warrants are as set forth in the Warrant and Warrant Agreement attached as Appendix B to this Subscription Agreement. In this Subscription Agreement, the shares of Class A Common Stock issuable as part of a Unit are referred to as the “Unit Shares” and the shares of Class A Common Stock issuable upon exercise of the Warrants are referred to as the “Warrant Shares”.
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [____________] , 2023 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 8,333,333 12,898,105 Units (the “Maximum Offering”). The Company may accept subscriptions until [______________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”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
