Common use of Subscription Clause in Contracts

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from ▇▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App LLC, a Delaware series limited liability company (“▇▇▇▇▇”), the number of membership interests in the Series (the “Shares”) set forth on the signature page of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of per Share for the aggregate purchase price set forth on the signature page of this Subscription Agreement (the “Subscription Price”) and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the Series, dated Octo- ber 2, 2020, as 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 ▇▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, the “▇▇▇▇▇ Parties”) in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the offering by the Series (the “Offering”) of up to 10,000 Shares for a maximum aggregate gross proceeds of (“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 on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- ment, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in the Offering Circular), and any other information required by the Purchaser to make an investment decision with respect to the Shares. 1.3. Notwithstanding the irrevocable agreement of the Purchaser to purchase the Shares from the Series hereunder, the Series shall have no obligation to sell the Shares or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made by the Manager in its sole discretion at any time until the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2. If the Manager accepts the subscription of the Purchaser with respect to a portion of the Shares, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which shall be made by the Manager in its sole discretion at any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for which the Manager has accepted the Purchaser ’s subscription (each, a “Clos- ing”) shall occur promptly following such acceptance.

Appears in 3 contracts

Sources: Subscription Agreement, Subscription Agreement, Subscription Agreement

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from ▇▇▇▇▇ App LLC - ▇▇▇▇▇ Arrived Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”)[*], a series registered under ▇▇▇▇▇ App Series of Arrived Homes 3, LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Arrived Series [*] (the “SharesSeries [*] Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $10.00 per Share Series [*] Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2January 3, 20202023, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇▇ Arrived Holdings, Inc., the Manager managing member of the Company and of Arrived Series [*] (the “Manager,” and together with the Series and ▇▇▇▇▇, the “▇▇▇▇▇ Parties”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of up to 10,000 Shares [*] Series [*] Interests for a maximum aggregate gross proceeds of $[*] (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series [*] Interests are being offered pursuant to an offering circular, dated [*], as amended from time to time 2023 (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, copies of the Offering StatementCircular, including the exhibits thereto, the Offering Materials (as defined in the Offering Circular), and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2discretion. If the Manager accepts the subscription of the Purchaser with respect to a portion of the Sharesan initial Closing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 3 contracts

Sources: Subscription Agreement (Arrived Homes 3, LLC), Subscription Agreement (Arrived Homes 3, LLC), Subscription Agreement (Arrived Homes 3, LLC)

Subscription. 1.1. The undersigned (1.1 On the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from ▇▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App LLC, a Delaware series limited liability company (“▇▇▇▇▇”), the number of membership interests in the Series (the “Shares”) set forth on the signature page of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of per Share for the aggregate purchase price set forth on the signature page of this Subscription Agreement (the “Subscription Price”) and on the terms and conditions set forth in this Agreement and in the Operating Agreement basis of the Series, dated Octo- ber 2, 2020, as may be amended from time to time (the “Operating Agreement”), a copy of which the Purchaser acknowledges he or she or it has received representations and reviewed. This subscription is submitted by the Purchaser to ▇▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, the “▇▇▇▇▇ Parties”) in accordance with warranties and subject to the terms and conditions described in this Subscription Agreementset forth herein, relating to the offering by the Series ___________________________________ (the “Offering”"Subscriber") hereby irrevocably subscribes for and agrees to purchase ______________ units (the "Units") at a price per Unit of up US$1.00 (such subscription and agreement to 10,000 Shares purchase being the "Subscription"), for a maximum an aggregate gross proceeds purchase price of US$______________ (“Maximum Offering Amount”the "Subscription Proceeds"). 1.2. The Purchaser understands that 1.2 Each Unit will consist of: (i) one share in the Shares are being offered pursuant common stock of the Company (each, a "Share"); (ii) one non-transferable common stock purchase warrant (each, an "One Year Warrant") entitling the holder thereof to purchase one Share (each, an offering circular, dated "One Year Warrant Share"), as amended from time to time (presently constituted, for a period of one year commencing at the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- ment, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in the Offering Circular), and any other information required by the Purchaser to make an investment decision with respect to the Shares. 1.3. Notwithstanding the irrevocable agreement of the Purchaser to purchase the Shares from the Series hereunder, the Series shall have no obligation to sell the Shares or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made by the Manager in its sole discretion at any time until the earlier of the Termination Date Closing (as defined below), at a price per One Year Warrant Share of US$1.25; and (iii) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2. If the Manager accepts the subscription of the Purchaser with respect to a portion of the Shares, the Purchaser shall remain committed to one non-transferable common stock purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which shall be made by the Manager in its sole discretion at any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for which the Manager has accepted the Purchaser ’s subscription warrant (each, a “Clos- ing”"Two Year Warrant" and, together with the One Year Warrants, the "Warrants") shall occur promptly following such acceptanceentitling the holder thereof to purchase one Share (each, a "Two Year Warrant Share" and, together with the One Year Warrant Shares, the "Warrant Shares"), as presently constituted, for a period of two years commencing at the Closing (as defined below), at a price per Two Year Warrant Share of US$1.25. Certificate(s) representing the One Year Warrants will be in the form attached as Exhibit "A" hereto and certificate(s) representing the Two Year Warrants will be in the form attached as Exhibit "B" hereto. The Shares, Warrants and the Warrant Shares are collectively referred to as the "Securities". 1.3 On the basis of the representations and warranties and subject to the terms and conditions set forth herein, the Company hereby irrevocably agrees to sell the Units to the Subscriber. 1.4 Subject to the terms hereof, the Subscription will be effective upon its acceptance by the Company. The Subscriber acknowledges that the offering of Units contemplated hereby (the "Offering") is not subject to any minimum aggregate subscription level.

Appears in 2 contracts

Sources: Private Placement Subscription Agreement (Mabcure Inc.), Private Placement Subscription Agreement (Mabcure Inc.)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from ▇▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ [ ](the “Series”), a series registered under ▇▇▇▇▇ App of Dome Capital, LLC, a Delaware series limited liability company (“▇▇▇▇▇Dome Capital”), the number of membership interests in the Series (the “SharesInterests”) set forth on the signature page of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $[ ] per Share Unit for the aggregate purchase price set forth on the signature page of this Subscription Agreement (the “Subscription Price”) and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesDome Capital, dated Octo- ber 2[ ], 20202023, as 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 ▇▇▇▇▇ HoldingsMansa, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇Dome Capital, the “▇▇▇▇▇ Dome Parties”) in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the offering by the Series (the “Offering”) of up to 10,000 Shares [ ] Interests for a maximum aggregate gross proceeds of $[ ] (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Interests 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 on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in the Offering Circular), and any other information required by the Purchaser to make an investment decision with respect to the SharesInterests. 1.3. Notwithstanding the irrevocable agreement of the Purchaser to purchase the Shares Interests from the Series hereunder, the Series shall have no obligation to sell the Shares Interests or any portion thereof to the Purchaser un- less unless and until the Manager has accepted the subscription of the Purchaser with respect to such Shares Interests in accordance with Section 3.1, which acceptance may be for all or any portion or all of such SharesInterests, and the determination of which shall be made by the Manager in its sole discretion at any time until the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2. If the Manager accepts the subscription of the Purchaser with respect to a portion of the Shares, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which shall be made by the Manager in its sole discretion at any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares Interests in accordance with Section 2. The closing of the sale of any Shares Interests for which the Manager has accepted the Purchaser Purchaser’s subscription (each, a “Clos- ingClosing”) shall occur promptly every two weeks beginning from the date that is two weeks following such acceptancethe commencement of the series offering and end when the maximum number of subscriptions are received for the series or if management in its sole discretion, elects to advance funds for the relevant series and terminate the offering, at which point the final closing of the relevant series will occur.

Appears in 2 contracts

Sources: Subscription Agreement (Dome Capital, LLC), Subscription Agreement (Dome Capital, LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from ▇▇▇▇▇ App LLC - ▇▇▇▇▇ Arrived Homes Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”)[*] LLC, a series registered under ▇▇▇▇▇ App Series of Arrived Homes, LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Arrived Homes Series [*] LLC (the “SharesSeries [*] Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $10.00 per Share Series [*] Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2July 13, 2020, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇▇ Arrived Holdings, Inc., the Manager managing member of the Company and of Arrived Homes Series [*] LLC (the “Manager,” and together with the Series and ▇▇▇▇▇, the “▇▇▇▇▇ Parties”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of up to 10,000 Shares [*] Series [*] Interests for a maximum aggregate gross proceeds of $[*] (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series [*] Interests are being offered pursuant to an offering circular, dated January [*], as amended from time to time 2021 (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, copies of the Offering StatementCircular, including the exhibits thereto, the Offering Materials (as defined in the Offering Circular), and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2discretion. If the Manager accepts the subscription of the Purchaser with respect to a portion of the Sharesan initial Closing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 2 contracts

Sources: Subscription Agreement (Arrived Homes, LLC), Subscription Agreement (Arrived Homes, LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from ▇▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ [ ](the “Series”), a series registered under ▇▇▇▇▇ App of Dome Capital, LLC, a Delaware series limited liability company (“▇▇▇▇▇Dome Capital”), the number of membership interests in the Series (the “SharesInterests”) set forth on the signature page of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $[ ] per Share Unit for the aggregate purchase price set forth on the signature page of this Subscription Agreement (the “Subscription Price”) and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesDome Capital, dated Octo- ber 2[ ], 20202023, as 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 ▇▇▇▇▇ HoldingsMansa, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇Dome Capital, the “▇▇▇▇▇ Dome Parties”) in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the offering by the Series (the “Offering”) of up to 10,000 Shares [ ] Interests for a maximum aggregate gross proceeds of $[ ] (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Interests 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 on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in the Offering Circular), and any other information required by the Purchaser to make an investment decision with respect to the SharesInterests. 1.3. Notwithstanding the irrevocable agreement of the Purchaser to purchase the Shares Interests from the Series hereunder, the Series shall have no obligation to sell the Shares Interests or any portion thereof to the Purchaser un- less unless and until the Manager has accepted the subscription of the Purchaser with respect to such Shares Interests in accordance with Section 3.1, which acceptance may be for all or any portion or all of such SharesInterests, and the determination of which shall be made by the Manager in its sole discretion at any time until the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2. If the Manager accepts the subscription of the Purchaser with respect to a portion of the Shares, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which shall be made by the Manager in its sole discretion at any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares Interests in accordance with Section 2. The closing of the sale of any Shares Interests for which the Manager has accepted the Purchaser Purchaser’s subscription (each, a “Clos- ingClosing”) shall occur promptly following such acceptance.

Appears in 2 contracts

Sources: Subscription Agreement (Dome Capital, LLC), Subscription Agreement (Dome Capital, LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from [Name of Series], a series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Collection LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series [Name of Series] (the “Shares[Name of Series] Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $[Purchase Price] per Share [Name of Series] Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2October 10, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, Inc., the managing member of the Company and [Name of Series] (the “▇▇▇▇▇ PartiesManager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of [Minimum Interests] [Name of Series] Interests for minimum aggregate proceeds of $[Minimum Proceeds] (the “Minimum Offering Amount”) and up to 10,000 Shares [Maximum Interests] [Name of Series] Interests for a maximum aggregate gross proceeds of $[Maximum Proceeds] (“Maximum Offering Amount”). The Company has authorized the issuance of up to [Maximum Interests Authorized] [Name of Series] Interests. 1.2. The Purchaser understands that the Shares [Name of Series] Interests are being offered pursuant to an offering circular, dated ____________, as amended and supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in copies of the Offering Circular), the exhibits thereto and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion, such date not to exceed the date which is 18 months from the date the Offering Circular or amendment thereto, as applicable, is qualified by the SEC (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 2 contracts

Sources: Subscription Agreement (Otis Collection LLC), Subscription Agreement (Otis Collection LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from ▇▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ [ ](the “Series”), a series registered under ▇▇▇▇▇ App of Dome Capital, LLC, a Delaware series limited liability company (“▇▇▇▇▇Dome Capital”), the number of membership interests in the Series (the “SharesInterests”) set forth on the signature page of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $[ ] per Share Unit for the aggregate purchase price set forth on the signature page of this Subscription Agreement (the “Subscription Price”) and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesDome Capital, dated Octo- ber 2[ ], 20202023, as 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 ▇▇▇▇▇ HoldingsMansa, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇Dome Capital, the “▇▇▇▇▇ Dome Parties”) in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the offering by the Series (the “Offering”) of up to 10,000 Shares [ ] Interests for a maximum aggregate gross proceeds of $[ ] (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Interests 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 on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in the Offering Circular), and any other information required by the Purchaser to make an investment decision with respect to the SharesInterests. 1.3. Notwithstanding the irrevocable agreement of the Purchaser to purchase the Shares Interests from the Series hereunder, the Series shall have no obligation to sell the Shares Interests or any portion thereof to the Purchaser un- less unless and until the Manager has accepted the subscription of the Purchaser with respect to such Shares Interests in accordance with Section 3.1, which acceptance may be for all or any portion or all of such SharesInterests, and the determination of which shall be made by the Manager in its sole discretion at any time until the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2. If the Manager accepts the subscription of the Purchaser with respect to a portion of the Shares, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which shall be made by the Manager in its sole discretion at any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares Interests in accordance with Section 2. The closing of the sale of any Shares Interests for which the Manager has accepted the Purchaser Purchaser’s subscription (each, a “Clos- ingClosing”) shall occur promptly following such acceptancewhen the maximum number of subscriptions are received for the series or at the discretion of management.

Appears in 2 contracts

Sources: Subscription Agreement (Dome Capital, LLC), Subscription Agreement (Dome Capital, LLC)

Subscription. 1.1. 1.1 The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from ▇▇▇▇▇ App LLC - ▇▇▇▇▇ Fintor Assets, LLC, Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”)#SWEET, a series registered under ▇▇▇▇▇ App Series of Fintor Assets, LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Fintor Assets, LLC, Series #SWEET (the “SharesSeries Sweet Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $4.86 per Share Series Sweet Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesAmended and Restated Limited Liability Company Agreement governing the Company, dated Octo- ber 2April 22, 20202022, as may be further amended from time to time (the “Operating Agreement”), a copy of which the Purchaser acknowledges he or she or it has received and reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇▇ HoldingsFintor, Inc., the Manager manager of the Company and of Fintor Assets Series #SWEET (the “Manager,” and together with the Series and ▇▇▇▇▇, the “▇▇▇▇▇ Parties”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of up to 10,000 Shares 81,250 Series Sweet Interests for a maximum aggregate gross proceeds of $394,875 (“Maximum Offering Amount”). 1.2. 1.2 The Purchaser understands that the Shares Series Sweet Interests are being offered pursuant to an offering circular, dated [*], as amended from time to time 2022 (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, copies of the Offering StatementCircular, including the exhibits thereto, the Offering Materials (as defined in the Offering Circular), and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement 1.3 The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2discretion. If the Manager accepts the subscription of the Purchaser with respect to a portion of the Sharesan initial Closing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 2 contracts

Sources: Subscription Agreement (Fintor Assets, LLC), Subscription Agreement (Fintor Assets, LLC)

Subscription. 1.1. 1.1 The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from ▇▇▇▇▇ App LLC - ▇▇▇▇▇ Vestible Assets, LLC, Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”)[____], a series registered under ▇▇▇▇▇ App Series of Vestible Assets, LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Vestible Assets, LLC, Series [____] (the “SharesSeries [____] Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $[____] per Share Series [____] Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2July 20, 20202022, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇▇ HoldingsVestible, Inc., the Manager manager of the Company and of Vestible Assets, LLC, Series [____] (the “Manager,” and together with the Series and ▇▇▇▇▇, the “▇▇▇▇▇ Parties”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of up to 10,000 Shares [____] Series [____] Interests for a maximum aggregate gross proceeds of $[____] (“Maximum Offering Amount”). 1.2. 1.2 The Purchaser understands that the Shares Series [____] Interests are being offered pursuant to an offering circular, dated [_____], 2023 (as may be amended from time to time (time, the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, copies of the Offering StatementCircular, including the exhibits thereto, the Offering Materials (as defined in the Offering Circular), and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement of the Purchaser 1.3 The Company may elect at any time to purchase the Shares from the Series hereunder, the Series shall have no obligation to sell the Shares or any portion thereof to the Purchaser un- less 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 for close all or any portion or all of such Sharesthe Offering, once it has raised the minimum offering amount, on various dates (each a “Closing”). The Investor understands that the Escrow Agent may hold Investor’s Subscription Amount, without interest, while the Company raises the minimum offering amount of $[____] (the “Minimum Offering Amount”) and that the determination of which first Closing shall not occur until the Minimum Offering Amount has been raised. 1.4 The Offering shall be made terminated, including if the Company is unable to sell the Minimum Offering Amount, upon the earliest to occur of (i) the date which is one year from the date this Offering Circular or amendment thereof, as applicable, is qualified by the SEC, which period may be extended by an additional six months by the Manager in its sole discretion at or (ii) any time until the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2. If date on which the Manager accepts elects to terminate the subscription of the Purchaser with respect to a portion of the Shares, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which shall be made by the Manager Offering in its sole discretion at any time until (the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for which the Manager has accepted the Purchaser ’s subscription (each, a “Clos- ingDate) shall occur promptly following such acceptance).

Appears in 2 contracts

Sources: Subscription Agreement (Vestible Assets, LLC), Subscription Agreement (Vestible Assets, LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series #KW, a Series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series #KW (the “SharesSeries #KW Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $25 per Share Series #KW Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, Inc., the managing member of the Company and Series #KW (the “▇▇▇▇▇ PartiesManager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 5,000 Series #KW Interests for minimum aggregate proceeds of $125,000 (the “Minimum Offering Amount”) and up to 10,000 Shares Series #KW Interests for a maximum aggregate gross proceeds of $250,000 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series #KW Interests are being offered pursuant to an offering circular, dated ___________, as amended from time to time 2019 (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, copies of the Offering StatementCircular, including the exhibits thereto, the Offering Materials (as defined in the Offering Circular), and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 2 contracts

Sources: Subscription Agreement (Otis Gallery LLC), Subscription Agreement (Otis Gallery LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Collection Drop 004, a series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Collection LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Collection Drop 004 (the “SharesSeries Collection Drop 004 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $10.00 per Share Series Collection Drop 004 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2October 10, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇HoldingsWealth, Inc., the Manager managing member of the Company and Series Collection Drop 004 (the “Manager,” and together with the Series and ▇▇▇▇▇, the “▇▇▇▇▇ Parties”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 609 Series Collection Drop 004 Interests for minimum aggregate proceeds of $6,090 (the “Minimum Offering Amount”) and up to 10,000 Shares 640 Series Collection Drop 004 Interests for a maximum aggregate gross proceeds of $6,400 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Collection Drop 004 Interests are being offered pursuant to an offering circular, dated _______________, as amended and supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in copies of the Offering Circular), the exhibits thereto and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion, such date not to exceed the date which is 18 months from the date the Offering Circular or amendment thereto, as applicable, is qualified by the SEC (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 2 contracts

Sources: Subscription Agreement (Otis Collection LLC), Subscription Agreement (Otis Collection LLC)

Subscription. 1.1. (a) The undersigned (the “Purchaser”), intending to be legally bound, Investor hereby irrevocably subscribes for and agrees to purchase from ▇▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App LLC, a Delaware series limited liability company (“▇▇▇▇▇”), the number of membership interests in the Series (the “Shares”) Units set forth on the signature page of this Subscription Agreement (this “Subscription Agreement”) hereto at a purchase price of per Share for the aggregate purchase price set forth on the signature page of this Subscription Agreement (the “Subscription Per Unit Purchase Price”) and on , upon the terms and conditions set forth in this Agreement and in herein. The aggregate purchase price for the Operating Agreement of the Series, dated Octo- ber 2, 2020, as may be amended from time Units with respect to time each Investor (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 ▇▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, the “▇▇▇▇▇ PartiesPurchase Price”) is payable in accordance with and subject to the terms and conditions described manner provided in this Subscription Agreement, relating to Section 9 below. The minimum number of Units that the offering by the Series Investor may purchase is two thousand (the “Offering”2,000) of up to 10,000 Shares for a maximum aggregate gross proceeds of (“Maximum Offering Amount”)Units. 1.2. The Purchaser (b) Investor understands that the Shares Units 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 on Form 1-A (Regulation A Offering Circular and its exhibits, qualified by the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) on _____________, 2020 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which has been filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (“Regulation A”) under all such reports, together with the Securities Act of 1933, Offering Circular are hereinafter collectively referred to as amended (the “Securities ActSEC Reports”). By executing this Subscription Agree- mentsubscribing to the Offering, the Purchaser Investor acknowledges that the Purchaser Investor has received and reviewed this Subscrip- tion Agreement, a copy of the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in the Offering Circular), SEC Reports and any other information required by the Purchaser Investor to make an investment decision with respect to the Shares. 1.3Units. Notwithstanding the irrevocable agreement The Company will accept tenders of the Purchaser funds to purchase the Shares from the Series hereunder, the Series shall have no obligation to sell the Shares or any portion thereof Units. The Company will close on investments on a monthly “rolling basis,” pursuant to the Purchaser un- less and until the Manager has accepted the subscription terms of the Purchaser with respect to such Shares in accordance with Section 3.1Offering Circular (each closing occurring on a “Closing Date”). As a result, which acceptance not all Investors will receive their Units on the same date. (c) This subscription may be accepted or rejected in whole or in part, for all any reason or any portion or all of such Sharesfor no reason, and the determination of which shall be made by the Manager in its sole discretion at any time until the earlier of prior to the Termination Date (as defined below) or Date, by the Manager’s rejection of Company at its sole and absolute discretion. In addition, the subscription of the Purchaser with respect Company, at its sole and absolute discretion, may allocate to such Shares in accor - dance with Section 2. If the Manager accepts the subscription of the Purchaser with respect to Investor only a portion of the Shares, the Purchaser shall remain committed to purchase the remainder number of the Shares upon any subsequent accep- tance by Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the Manager event of all rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion the Purchaser’s subscription thereof) to an Investor is not consummated for such Sharesany reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the determination of which “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall be made by have executed and delivered to the Manager Company in advance an instrument in form acceptable to the Company in its sole discretion at any time until discretion, pursuant to which the earlier proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares Company, which may be withheld in accordance with Section 2. The closing of the sale of any Shares for which the Manager has accepted the Purchaser ’s subscription (each, a “Clos- ing”) shall occur promptly following such acceptanceits sole and absolute discretion.

Appears in 2 contracts

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

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from ▇▇▇▇▇ App 3 LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ [ ] (the “Series”), a series registered under of ▇▇▇▇▇ App 3 LLC, a Delaware series limited liability company (“▇▇▇▇▇”), the number of membership interests in the Series (the “Shares”) set forth on the signature page of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $[ ] per Share for the aggregate purchase price set forth on the signature page of this Subscription Agreement (the “Subscription Price”) and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the Series▇▇▇▇▇, dated Octo- ber 2January 7, 20202022, as 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 ▇▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, the “▇▇▇▇▇ Parties”) in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the offering by the Series (the “Offering”) of up to 10,000 100,000 Shares for a maximum aggregate gross proceeds of $[ ] (“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 on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in the Offering Circular), and any other information required by the Purchaser to make an investment decision with respect to the Shares. 1.3. Notwithstanding the irrevocable agreement of the Purchaser to purchase the Shares from the Series hereunder, the Series shall have no obligation to sell the Shares or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made by the Manager in its sole discretion at any time until the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance accordance with Section 2. If the Manager accepts the subscription of the Purchaser with respect to a portion of the Shares, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance acceptance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which shall be made by the Manager in its sole discretion at any time until the earlier of the Termination Date or the Man - agerManager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for which the Manager has accepted the Purchaser Purchaser’s subscription (each, a “Clos- ingClosing”) shall occur promptly following such acceptance.

Appears in 1 contract

Sources: Subscription Agreement (Landa App 3 LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from ▇▇▇▇▇ App LLC - ▇▇▇▇▇ Arrived Homes Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”)LLC, a series registered under ▇▇▇▇▇ App Series of Arrived Homes, LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Arrived Homes Series ▇▇▇▇▇▇ LLC (the “SharesSeries ▇▇▇▇▇▇ Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $10.00 per Share Series ▇▇▇▇▇▇ Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2July 13, 2020, as 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 reviewedread. This subscription is submitted by to Arrived Holdings, Inc., the Purchaser to managing member of the Company and of Arrived Homes Series ▇▇▇▇▇▇ Holdings, Inc., the Manager of the Series LLC (the “Manager,” and together with the Series and ▇▇▇▇▇, the “▇▇▇▇▇ Parties”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of up to 10,000 Shares 22,500 Series ▇▇▇▇▇▇ Interests for a maximum aggregate gross proceeds of $225,000 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series ▇▇▇▇▇▇ Interests are being offered pursuant to an offering circular, dated [*], as amended from time to time 2020 (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, copies of the Offering StatementCircular, including the exhibits thereto, the Offering Materials (as defined in the Offering Circular), and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2discretion. If the Manager accepts the subscription of the Purchaser with respect to a portion of the Sharesan initial Closing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Arrived Homes, LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Gallery Drop 070, a series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Gallery Drop 070 (the “SharesSeries Gallery Drop 070 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $10.00 per Share Series Gallery Drop 070 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, Inc., the managing member of the Company and Series Gallery Drop 070 (the “▇▇▇▇▇ PartiesManager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 3,120 Series Gallery Drop 070 Interests for minimum aggregate proceeds of $31,200 (the “Minimum Offering Amount”) and up to 10,000 Shares 3,280 Series Gallery Drop 070 Interests for a maximum aggregate gross proceeds of $32,800 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Gallery Drop 070 Interests are being offered pursuant to an offering circular, dated ___________, as amended and supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in copies of the Offering Circular), the exhibits thereto and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion, such date not to exceed the date which is 18 months from the date the Offering Circular or amendment thereto, as applicable, is qualified by the SEC (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Gallery LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Gallery Drop 036, a series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Gallery Drop 036 (the “SharesSeries Gallery Drop 036 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $10.00 per Share Series Gallery Drop 036 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, Inc., the managing member of the Company and Series Gallery Drop 036 (the “▇▇▇▇▇ PartiesManager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 4,821 Series Gallery Drop 036 Interests for minimum aggregate proceeds of $48,210 (the “Minimum Offering Amount”) and up to 10,000 Shares 5,100 Series Gallery Drop 036 Interests for a maximum aggregate gross proceeds of $51,000 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Gallery Drop 036 Interests are being offered pursuant to an offering circular, dated ___________, 2020, as amended and supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in copies of the Offering Circular), the exhibits thereto and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion, such date not to exceed the date which is 18 months from the date the Offering Circular or amendment thereto, as applicable, is qualified by the SEC (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Gallery LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Gallery Drop 028, a series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Gallery Drop 028 (the “SharesSeries Gallery Drop 028 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $10.00 per Share Series Gallery Drop 028 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, Inc., the managing member of the Company and Series Gallery Drop 028 (the “▇▇▇▇▇ PartiesManager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 1,850 Series Gallery Drop 028 Interests for minimum aggregate proceeds of $18,500 (the “Minimum Offering Amount”) and up to 10,000 Shares 2,000 Series Gallery Drop 028 Interests for a maximum aggregate gross proceeds of $20,000 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Gallery Drop 028 Interests are being offered pursuant to an offering circular, dated ___________, 2020, as amended and supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in copies of the Offering Circular), the exhibits thereto and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion, such date not to exceed the date which is 18 months from the date the Offering Circular or amendment thereto, as applicable, is qualified by the SEC (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Gallery LLC)

Subscription. 1.1. The undersigned (a) On the terms and subject to the conditions of this Agreement, each Investor agrees, severally and not jointly, to subscribe and pay for that number of fully paid and non-assessable shares of Common Stock of the Company set forth opposite its name on Schedule 1 hereto (the “PurchaserSubscription Shares”), intending to be legally bound, hereby irrevocably agrees to purchase from ▇▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App LLC, a Delaware series limited liability company (“▇▇▇▇▇”), the number of membership interests in the Series (the “Shares”) set forth on the signature page of this . The subscription price is $10.7851 per Subscription Agreement (this “Subscription Agreement”) at a purchase price of per Share for the aggregate purchase price set forth on the signature page of this Subscription Agreement (the “Subscription Price”). (b) and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the Series, dated Octo- ber 2, 2020, as 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 ▇▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, the “▇▇▇▇▇ Parties”) in accordance with and subject Subject to the terms and conditions described in of this Subscription Agreement, relating to the offering by the Series (the “Offering”) of up to 10,000 Shares for a maximum aggregate gross proceeds of (“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 on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- ment, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Agreement, the Offering Statement, including satisfaction (or waiver by such Investor) of the exhibits theretoconditions of subscription set forth in Section 4.01 (Conditions of the Investors Subscription) and Section 2.03 (Cancellation of Investors Subscription), the Offering Materials (as defined in the Offering Circular), and any other information required by the Purchaser to make an investment decision with respect to the Shares. 1.3. Notwithstanding the irrevocable agreement closing of the Purchaser to purchase the Shares from the Series hereunder, the Series shall have no obligation to sell the Shares or any portion thereof to the Purchaser un- less and until the Manager has accepted the subscription sale of the Purchaser with respect to such Subscription Shares in accordance with Section 3.1, which acceptance may be for all or any portion or all of such Shares, and the determination of which shall be made by the Manager in its sole discretion at any time until take place on (i) the earlier of the Termination Date fifteenth (15th) Business Day after (A) the Company delivers to each Investor (x) the Closing Notice stating that all conditions of subscription set forth in Section 4.01 (Conditions of the Investors Subscription) have been satisfied and (y) executed copies of all documents to be delivered at the closing, dated the Subscription Date, such documents to be held in escrow pending the closing, or (B) the delivery to the Company by each Investor of a notice that it is waiving the conditions to subscription set forth in Section 4.01 (Conditions of the Investors Subscription) that the Company has not satisfied as defined belowof the date of such notice, or (ii) such other date as the Company and the Investors may agree (such date of closing the “Subscription Date”). The Company shall promptly deliver a Closing Notice to each the Investors when all conditions of subscription set forth in Section 4.01 (Conditions of the Investors Subscription) are satisfied (modified to the extent the Investors are waiving certain closing conditions). (c) On the Subscription Date: (i) each Investor shall pay the amount equal to the Subscription Price multiplied by the number of Subscription Shares in Dollars to the account of the Company specified in the Closing Notice; and (ii) the Company shall issue to each Investor, or as such Investor directs, the Subscription Shares free of all Liens or other encumbrances or rights of third parties and record each Investor as the legal and beneficial owner of the Subscription Shares in the Company’s share register, and shall provide each Investor with evidence, in form and substance satisfactory to such Investor, that book-entry shares representing the Subscription Shares have been issued in the name of such Investor. (d) The Company shall pay all Taxes, fees or other charges payable on or in connection with the execution, issue, subscription, delivery, registration, translation or notarization of this Agreement, the other Transaction Documents, the Company’s Charter, the Subscription Shares and any other documents related to this Agreement, the Policy Agreement or the Company’s Charter. (e) The Company shall undertake all post-issue filings and other requirements associated with the issuance of the Subscription Shares in the time prescribed for the same under Applicable Law. (f) If the Company, for any reason, does not issue the Subscription Shares as set forth in Section 2.01(c) or deliver the Manager’s rejection Closing Notice when all conditions of subscription set forth in Section 4.01 (Conditions of the subscription Investors Subscription) are satisfied, such failure to issue the Subscription Shares shall constitute a breach of the Purchaser with respect Company’s obligations under this Agreement, and the Investors shall have the right to such Shares in accor - dance with Section 2. If the Manager accepts the subscription of the Purchaser with respect to a portion of the Shares, the Purchaser shall remain committed to purchase the remainder of the Shares upon exercise any subsequent accep- tance by the Manager of and all rights or any portion the Purchaser’s subscription for such Shares, the determination of which shall be made by the Manager in its sole discretion at any time until the earlier of the Termination Date legal or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale equitable remedies of any kind which may accrue to it against the Company. (g) If any Investor, for any reason, does not pay the aggregate Subscription Price for its Subscription Shares as set forth in Section 2.01(c), such failure to pay for the Subscription Shares shall constitute a breach of such Investor’s obligations under this Agreement, and the Company shall have the right to exercise any and all rights or legal or equitable remedies of any kind which the Manager has accepted the Purchaser ’s subscription (each, a “Clos- ing”) shall occur promptly following may accrue to it against such acceptanceInvestor.

Appears in 1 contract

Sources: Subscription Agreement (Net 1 Ueps Technologies Inc)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Gallery Drop 074, a series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Gallery Drop 074 (the “SharesSeries Gallery Drop 074 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $10.00 per Share Series Gallery Drop 074 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, Inc., the managing member of the Company and Series Gallery Drop 074 (the “▇▇▇▇▇ PartiesManager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 2,091 Series Gallery Drop 074 Interests for minimum aggregate proceeds of $20,910 (the “Minimum Offering Amount”) and up to 10,000 Shares 2,200 Series Gallery Drop 074 Interests for a maximum aggregate gross proceeds of $22,000 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Gallery Drop 074 Interests are being offered pursuant to an offering circular, dated ___________, as amended and supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in copies of the Offering Circular), the exhibits thereto and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion, such date not to exceed the date which is 18 months from the date the Offering Circular or amendment thereto, as applicable, is qualified by the SEC (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Gallery LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from ▇▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App LLC, a Delaware series limited liability company (“▇▇▇▇▇”), the number of membership interests in the Series (the “Shares”) set forth on the signature page of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $5.5185 per Share for the aggregate purchase price set forth on the signature page of this Subscription Agreement (the “Subscription Price”) and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the Series, dated Octo- ber October 2, 2020, as 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 ▇▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, the “▇▇▇▇▇ Parties”) in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the offering by the Series (the “Offering”) of up to 10,000 Shares for a maximum aggregate gross proceeds of $55,185 (“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 on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in the Offering Circular), and any other information required by the Purchaser to make an investment decision with respect to the Shares. 1.3. Notwithstanding the irrevocable agreement of the Purchaser to purchase the Shares from the Series hereunder, the Series shall have no obligation to sell the Shares or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made by the Manager in its sole discretion at any time until the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance accordance with Section 2. If the Manager accepts the subscription of the Purchaser with respect to a portion of the Shares, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance acceptance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which shall be made by the Manager in its sole discretion at any time until the earlier of the Termination Date or the Man - agerManager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for which the Manager has accepted the Purchaser Purchaser’s subscription (each, a “Clos- ingClosing”) shall occur promptly following such acceptance.

Appears in 1 contract

Sources: Subscription Agreement (Landa App LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from ▇▇▇▇▇ App LLC - ▇▇▇▇▇ Cityfunds I Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “[Name of Series”)], a series registered under ▇▇▇▇▇ App Series of Cityfunds I, LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Cityfunds I Series [Name of Series] (the “Shares[Name of Series] Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $10.00 per Share [Name of Series] Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2June 8, 20202021, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇▇ HoldingsCityfunds Manager, Inc.LLC, the Manager managing member of the Company and of Cityfunds I Series [Name of Series] (the “Manager,” and together with the Series and ▇▇▇▇▇, the “▇▇▇▇▇ Parties”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of up to 10,000 Shares [Number of Interests] [Name of Series] Interests for a maximum aggregate gross proceeds of $7,000,000 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares [Name of Series] Interests are being offered pursuant to an offering circular, dated November 10, as amended from time to time 2022 (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, copies of the Offering StatementCircular, including the exhibits thereto, the Offering Materials (as defined in the Offering Circular), and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2discretion. If the Manager accepts the subscription of the Purchaser with respect to a portion of the Sharesan initial Closing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Gallery Drop 084, a series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Gallery Drop 084 (the “SharesSeries Gallery Drop 084 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $10.00 per Share Series Gallery Drop 084 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, Inc., the managing member of the Company and Series Gallery Drop 084 (the “▇▇▇▇▇ PartiesManager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 5,200 Series Gallery Drop 084 Interests for minimum aggregate proceeds of $52,000 (the “Minimum Offering Amount”) and up to 10,000 Shares 5,470 Series Gallery Drop 084 Interests for a maximum aggregate gross proceeds of $54,700 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Gallery Drop 084 Interests are being offered pursuant to an offering circular, dated ___________, as amended and supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in copies of the Offering Circular), the exhibits thereto and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion, such date not to exceed the date which is 18 months from the date the Offering Circular or amendment thereto, as applicable, is qualified by the SEC (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Gallery LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Gallery Drop 102, a series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Gallery Drop 102 (the “SharesSeries Gallery Drop 102 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $10.00 per Share Series Gallery Drop 102 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, Inc., the managing member of the Company and Series Gallery Drop 102 (the “▇▇▇▇▇ PartiesManager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 1,406 Series Gallery Drop 102 Interests for minimum aggregate proceeds of $14,060 (the “Minimum Offering Amount”) and up to 10,000 Shares 1,480 Series Gallery Drop 102 Interests for a maximum aggregate gross proceeds of $14,800 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Gallery Drop 102 Interests are being offered pursuant to an offering circular, dated ____________, as amended and supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in copies of the Offering Circular), the exhibits thereto and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion, such date not to exceed the date which is 18 months from the date the Offering Circular or amendment thereto, as applicable, is qualified by the SEC (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Gallery LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Gallery Drop 110, a series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Gallery Drop 110 (the “SharesSeries Gallery Drop 110 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $10.00 per Share Series Gallery Drop 110 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, Inc., the managing member of the Company and Series Gallery Drop 110 (the “▇▇▇▇▇ PartiesManager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 1,008 Series Gallery Drop 110 Interests for minimum aggregate proceeds of $10,080 (the “Minimum Offering Amount”) and up to 10,000 Shares 1,060 Series Gallery Drop 110 Interests for a maximum aggregate gross proceeds of $10,600 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Gallery Drop 110 Interests are being offered pursuant to an offering circular, dated ____________, as amended and supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in copies of the Offering Circular), the exhibits thereto and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion, such date not to exceed the date which is 18 months from the date the Offering Circular or amendment thereto, as applicable, is qualified by the SEC (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Gallery LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Gallery Drop 094, a series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Gallery Drop 094 (the “SharesSeries Gallery Drop 094 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $10.00 per Share Series Gallery Drop 094 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, Inc., the managing member of the Company and Series Gallery Drop 094 (the “▇▇▇▇▇ PartiesManager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 2,164 Series Gallery Drop 094 Interests for minimum aggregate proceeds of $21,640 (the “Minimum Offering Amount”) and up to 10,000 Shares 2,280 Series Gallery Drop 094 Interests for a maximum aggregate gross proceeds of $22,800 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Gallery Drop 094 Interests are being offered pursuant to an offering circular, dated ___________, as amended and supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in copies of the Offering Circular), the exhibits thereto and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion, such date not to exceed the date which is 18 months from the date the Offering Circular or amendment thereto, as applicable, is qualified by the SEC (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Gallery LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Gallery Drop 048, a series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Gallery Drop 048 (the “SharesSeries Gallery Drop 048 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $10.00 per Share Series Gallery Drop 048 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, Inc., the managing member of the Company and Series Gallery Drop 048 (the “▇▇▇▇▇ PartiesManager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 5,625 Series Gallery Drop 048 Interests for minimum aggregate proceeds of $56,250 (the “Minimum Offering Amount”) and up to 10,000 Shares 5,800 Series Gallery Drop 048 Interests for a maximum aggregate gross proceeds of $58,000 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Gallery Drop 048 Interests are being offered pursuant to an offering circular, dated ___________, 2020, as amended and supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in copies of the Offering Circular), the exhibits thereto and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion, such date not to exceed the date which is 18 months from the date the Offering Circular or amendment thereto, as applicable, is qualified by the SEC (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Gallery LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Gallery Drop 063, a series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Gallery Drop 063 (the “SharesSeries Gallery Drop 063 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $10.00 per Share Series Gallery Drop 063 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, Inc., the managing member of the Company and Series Gallery Drop 063 (the “▇▇▇▇▇ PartiesManager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 2,000 Series Gallery Drop 063 Interests for minimum aggregate proceeds of $20,000 (the “Minimum Offering Amount”) and up to 10,000 Shares 2,110 Series Gallery Drop 063 Interests for a maximum aggregate gross proceeds of $21,100 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Gallery Drop 063 Interests are being offered pursuant to an offering circular, dated ___________, 2020, as amended and supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in copies of the Offering Circular), the exhibits thereto and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion, such date not to exceed the date which is 18 months from the date the Offering Circular or amendment thereto, as applicable, is qualified by the SEC (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Gallery LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from ▇▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App LLC, a Delaware series limited liability company (“▇▇▇▇▇”), the number of membership interests in the Series (the “Shares”) set forth on the signature page of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $5.2515 per Share for the aggregate purchase price set forth on the signature page of this Subscription Agreement (the “Subscription Price”) and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the Series, dated Octo- ber October 2, 2020, as 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 ▇▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, the “▇▇▇▇▇ Parties”) in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the offering by the Series (the “Offering”) of up to 10,000 Shares for a maximum aggregate gross proceeds of $52,515 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares are being offered pursuant to an offering circular, dated ____________, 2021, as amended from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in the Offering Circular), and any other information required by the Purchaser to make an investment decision with respect to the Shares. 1.3. Notwithstanding the irrevocable agreement of the Purchaser to purchase the Shares from the Series hereunder, the Series shall have no obligation to sell the Shares or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made by the Manager in its sole discretion at any time until the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance accordance with Section 2. If the Manager accepts the subscription of the Purchaser with respect to a portion of the Shares, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance acceptance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which shall be made by the Manager in its sole discretion at any time until the earlier of the Termination Date or the Man - agerManager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for which the Manager has accepted the Purchaser Purchaser’s subscription (each, a “Clos- ingClosing”) shall occur promptly following such acceptance.

Appears in 1 contract

Sources: Subscription Agreement (Landa App LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Gallery Drop 021, a series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Gallery Drop 021 (the “SharesSeries Gallery Drop 021 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $25 per Share Series Gallery Drop 021 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, Inc., the managing member of the Company and Series Gallery Drop 021 (the “▇▇▇▇▇ PartiesManager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 1,063 Series Gallery Drop 021 Interests for minimum aggregate proceeds of $26,575 (the “Minimum Offering Amount”) and up to 10,000 Shares 1,100 Series Gallery Drop 021 Interests for a maximum aggregate gross proceeds of $27,500 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Gallery Drop 021 Interests are being offered pursuant to an offering circular, dated ___________, 2020, as amended and supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in copies of the Offering Circular), the exhibits thereto and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion, such date not to exceed the date which is 18 months from the date the Offering Circular or amendment thereto, as applicable, is qualified by the SEC (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Gallery LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Gallery Drop 044, a series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Gallery Drop 044 (the “SharesSeries Gallery Drop 044 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $10.00 per Share Series Gallery Drop 044 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, Inc., the managing member of the Company and Series Gallery Drop 044 (the “▇▇▇▇▇ PartiesManager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 41,670 Series Gallery Drop 044 Interests for minimum aggregate proceeds of $416,700 (the “Minimum Offering Amount”) and up to 10,000 Shares 46,670 Series Gallery Drop 044 Interests for a maximum aggregate gross proceeds of $466,700 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Gallery Drop 044 Interests are being offered pursuant to an offering circular, dated ___________, 2020, as amended and supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in copies of the Offering Circular), the exhibits thereto and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion, such date not to exceed the date which is 18 months from the date the Offering Circular or amendment thereto, as applicable, is qualified by the SEC (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Gallery LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from ▇▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App LLC, a Delaware series limited liability company (“▇▇▇▇▇”), the number of membership interests in the Series (the “Shares”) set forth on the signature page of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $5.2215 per Share for the aggregate purchase price set forth on the signature page of this Subscription Agreement (the “Subscription Price”) and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the Series, dated Octo- ber October 2, 2020, as 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 ▇▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, the “▇▇▇▇▇ Parties”) in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the offering by the Series (the “Offering”) of up to 10,000 Shares for a maximum aggregate gross proceeds of $52,215 (“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 on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in the Offering Circular), and any other information required by the Purchaser to make an investment decision with respect to the Shares. 1.3. Notwithstanding the irrevocable agreement of the Purchaser to purchase the Shares from the Series hereunder, the Series shall have no obligation to sell the Shares or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made by the Manager in its sole discretion at any time until the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance accordance with Section 2. If the Manager accepts the subscription of the Purchaser with respect to a portion of the Shares, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance acceptance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which shall be made by the Manager in its sole discretion at any time until the earlier of the Termination Date or the Man - agerManager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for which the Manager has accepted the Purchaser Purchaser’s subscription (each, a “Clos- ingClosing”) shall occur promptly following such acceptance.

Appears in 1 contract

Sources: Subscription Agreement (Landa App LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from ▇▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇Arrived SFR Genesis Fund, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Common Shares in the Series Arrived SFR Genesis Fund, LLC (the “Common Shares”) set forth on the signature page front of this Subscription Agreement subscription agreement (this the “Subscription Agreement”) at a purchase price of $10.00 per Share Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement of the Amended and in the Restated Operating Agreement of governing the SeriesCompany, dated Octo- ber 2May 31, 20202023, as may be amended from time to time (the “Operating Agreement”), a copy of which is posted on the Company’s online investment platform ▇▇▇.▇▇▇▇▇▇▇.▇▇▇ (the “Arrived Platform”) and which the Purchaser acknowledges he or she or it has received and reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇▇ HoldingsArrived Fund Manager, Inc.LLC, the Manager of the Series non-member manager (the “Manager,” and together with the Series and ▇▇▇▇▇, the “▇▇▇▇▇ Parties”) of Arrived SFR Genesis Fund, LLC by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of up to 10,000 7,500,000 Common Shares for a maximum aggregate gross proceeds of $75,000,000 (the “Maximum Offering Amount”). 1.2. The Purchaser understands that the Common Shares are being offered pursuant to an offering circular, dated [______], as amended from time to time 2023 (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, copies of the Offering Statement, including Circular and the exhibits thereto, the Offering Materials (as defined in the Offering Circular), and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2discretion. If an initial Closing has not occurred, the Offering shall be terminated upon (i) the date immediately following the date one week prior to three months after the date the offering begins or (ii) any date on which the Manager accepts elects to terminate the subscription of the Purchaser with respect to a portion of the Shares, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which shall be made by the Manager Offering in its sole discretion at any time until (the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for which the Manager has accepted the Purchaser ’s subscription (each, a “Clos- ingDate) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Arrived SFR Genesis Fund, LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Gallery Drop 123, a series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Gallery Drop 123 (the “SharesSeries Gallery Drop 123 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $1 per Share Series Gallery Drop 123 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, Inc., the managing member of the Company and Series Gallery Drop 123 (the “▇▇▇▇▇ PartiesManager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 44,444 Series Gallery Drop 123 Interests for minimum aggregate proceeds of $44,444 (the “Minimum Offering Amount”) and up to 10,000 Shares 46,800 Series Gallery Drop 123 Interests for a maximum aggregate gross proceeds of $46,800 (“Maximum Offering Amount”). The Company has authorized the issuance of up to 46,800 Series Gallery Drop 123 Interests. 1.2. The Purchaser understands that the Shares Series Gallery Drop 123 Interests are being offered pursuant to an offering circular, dated ____________, as amended and supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in copies of the Offering Circular), the exhibits thereto and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion, such date not to exceed the date which is 18 months from the date the Offering Circular or amendment thereto, as applicable, is qualified by the SEC (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Gallery LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Gallery Drop 077, a series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Gallery Drop 077 (the “SharesSeries Gallery Drop 077 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $10.00 per Share Series Gallery Drop 077 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, Inc., the managing member of the Company and Series Gallery Drop 077 (the “▇▇▇▇▇ PartiesManager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 3,690 Series Gallery Drop 077 Interests for minimum aggregate proceeds of $36,900 (the “Minimum Offering Amount”) and up to 10,000 Shares 3,880 Series Gallery Drop 077 Interests for a maximum aggregate gross proceeds of $38,800 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Gallery Drop 077 Interests are being offered pursuant to an offering circular, dated ___________, as amended and supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in copies of the Offering Circular), the exhibits thereto and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion, such date not to exceed the date which is 18 months from the date the Offering Circular or amendment thereto, as applicable, is qualified by the SEC (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Gallery LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Gallery Drop 079, a series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Gallery Drop 079 (the “SharesSeries Gallery Drop 079 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $10.00 per Share Series Gallery Drop 079 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, Inc., the managing member of the Company and Series Gallery Drop 079 (the “▇▇▇▇▇ PartiesManager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 2,010 Series Gallery Drop 079 Interests for minimum aggregate proceeds of $20,100 (the “Minimum Offering Amount”) and up to 10,000 Shares 2,120 Series Gallery Drop 079 Interests for a maximum aggregate gross proceeds of $21,200 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Gallery Drop 079 Interests are being offered pursuant to an offering circular, dated ___________, as amended and supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in copies of the Offering Circular), the exhibits thereto and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion, such date not to exceed the date which is 18 months from the date the Offering Circular or amendment thereto, as applicable, is qualified by the SEC (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Gallery LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from ▇▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App LLC, a Delaware series limited liability company (“▇▇▇▇▇”), the number of membership interests in the Series (the “Shares”) set forth on the signature page of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $3.6073 per Share for the aggregate purchase price set forth on the signature page of this Subscription Agreement (the “Subscription Price”) and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the Series, dated Octo- ber October 2, 2020, as 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 ▇▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, the “▇▇▇▇▇ Parties”) in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the offering by the Series (the “Offering”) of up to 10,000 Shares for a maximum aggregate gross proceeds of $36,073 (“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 on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in the Offering Circular), and any other information required by the Purchaser to make an investment decision with respect to the Shares. 1.3. Notwithstanding the irrevocable agreement of the Purchaser to purchase the Shares from the Series hereunder, the Series shall have no obligation to sell the Shares or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made by the Manager in its sole discretion at any time until the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance accordance with Section 2. If the Manager accepts the subscription of the Purchaser with respect to a portion of the Shares, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance acceptance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which shall be made by the Manager in its sole discretion at any time until the earlier of the Termination Date or the Man - agerManager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for which the Manager has accepted the Purchaser Purchaser’s subscription (each, a “Clos- ingClosing”) shall occur promptly following such acceptance.

Appears in 1 contract

Sources: Subscription Agreement (Landa App LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from ▇▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App LLC, a Delaware series limited liability company (“▇▇▇▇▇”), the number of membership interests in the Series (the “Shares”) set forth on the signature page of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of per Share for the aggregate purchase price set forth on the signature page of this Subscription Agreement (the “Subscription Price”) and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the Series, dated Octo- ber 2, 2020, as 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 ▇▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, the “▇▇▇▇▇ Parties”) in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the offering by the Series (the “Offering”) of up to 10,000 Shares for a maximum aggregate gross proceeds of (“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 on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- ment, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in the Offering Circular), and any other information required by the Purchaser to make an investment decision with respect to the Shares. 1.3. Notwithstanding the irrevocable agreement of the Purchaser to purchase the Shares from the Series hereunder, the Series shall have no obligation to sell the Shares or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made by the Manager in its sole discretion at any time until the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2. If the Manager accepts the subscription of the Purchaser with respect to a portion of the Shares, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which shall be made by the Manager in its sole discretion at any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for which the Manager has accepted the Purchaser ’s subscription (each, a “Clos- ing”) shall occur promptly following such acceptance.

Appears in 1 contract

Sources: Subscription Agreement

Subscription. 1.1. (a) The undersigned (the “Purchaser”), intending to be legally bound, Investor hereby irrevocably subscribes for and agrees to purchase from ▇▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App LLC, a Delaware series limited liability company (“▇▇▇▇▇”), the number of membership interests in the Series (the “Shares”) Shares set forth on the signature page of this Subscription Agreement (this “Subscription Agreement”) hereto at a purchase price of $2.00 per Share for the aggregate purchase price set forth on the signature page of this Subscription Agreement such share (the “Subscription Per Share Purchase Price”) and ), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth in this Agreement and in herein. The aggregate purchase price for the Operating Agreement of the Series, dated Octo- ber 2, 2020, as may be amended from time Shares with respect to time each Investor (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 ▇▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, the “▇▇▇▇▇ PartiesPurchase Price”) is payable in accordance with and subject to the terms and conditions described manner provided in this Subscription Agreement, relating to the offering by the Series (the “Offering”Section 2(a) of up to 10,000 Shares for a maximum aggregate gross proceeds of (“Maximum Offering Amount”)below. 1.2. The Purchaser (b) Investor understands that the Shares are being offered pursuant to an offering circularthe Offering Circular dated ______ __, dated 2016 and its exhibits (collectively, as amended from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), ) as filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentsubscribing to the Offering, the Purchaser Investor acknowledges that the Purchaser Investor has received and reviewed this Subscrip- tion Agreement, a copy of the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in the Offering Circular), Circular and any other information required by the Purchaser Investor to make an investment decision with respect to the Shares. 1.3. Notwithstanding the irrevocable agreement of the Purchaser to purchase the Shares from the Series hereunder, the Series shall have no obligation to sell the Shares or any portion thereof to the Purchaser un- less and until the Manager has accepted the (c) This subscription of the Purchaser with respect to such Shares in accordance with Section 3.1, which acceptance may be accepted or rejected in whole or in part, for all any reason or any portion or all of such Sharesfor no reason, and the determination of which shall be made by the Manager in its sole discretion at any time until the earlier of prior to the Termination Date (as defined below) or hereinafter defined), by the Manager’s rejection of Company at its sole and absolute discretion. In addition, the subscription of the Purchaser with respect Company, at its sole and absolute discretion, may allocate to such Shares in accor - dance with Section 2. If the Manager accepts the subscription of the Purchaser with respect to Investor only a portion of the Shares, the Purchaser shall remain committed to purchase the remainder number of the Shares upon any subsequent accep- tance that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of Shares that may be sold by the Manager Company in this offering shall not exceed 25,000,000 (the “Maximum Offering”). This offering will terminate on the earlier of (i) January 19, 2017, subject to extension for up to one hundred-eighty (180) days in the sole discretion of the Company; or (ii) the date on which the Maximum Offering is sold (in either case, the “Termination Date”). The Company may elect at any time to close all or any portion the Purchaser’s subscription for such Shares, the determination of which shall be made by the Manager in its sole discretion this offering on various dates at any time until the earlier of or prior to the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for which the Manager has accepted the Purchaser ’s subscription (each, a “Clos- ingClosing). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall occur promptly following 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 Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such acceptancetransfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Appears in 1 contract

Sources: Subscription Agreement (Alzamend Neuro, Inc.)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from ▇▇▇▇▇ App 2 LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ [ ] (the “Series”), a series registered under ▇▇▇▇▇ App 2 LLC, a Delaware series limited liability company (“▇▇▇▇▇”), the number of membership interests in the Series (the “Shares”) set forth on the signature page of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $[ ] per Share for the aggregate purchase price set forth on the signature page of this Subscription Agreement (the “Subscription Price”) and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the Series, dated Octo- ber 2, 2020[ ], as 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 ▇▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, the “▇▇▇▇▇ Parties”) in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the offering by the Series (the “Offering”) of up to 10,000 Shares for a maximum aggregate gross proceeds of $[ ] (“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 on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in the Offering Circular), and any other information required by the Purchaser to make an investment decision with respect to the Shares. 1.3. Notwithstanding the irrevocable agreement of the Purchaser to purchase the Shares from the Series hereunder, the Series shall have no obligation to sell the Shares or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made by the Manager in its sole discretion at any time until the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance accordance with Section 2. If the Manager accepts the subscription of the Purchaser with respect to a portion of the Shares, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance acceptance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which shall be made by the Manager in its sole discretion at any time until the earlier of the Termination Date or the Man - agerManager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for which the Manager has accepted the Purchaser Purchaser’s subscription (each, a “Clos- ingClosing”) shall occur promptly following such acceptance.

Appears in 1 contract

Sources: Subscription Agreement (Landa App 2 LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from ▇▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App LLC, a Delaware series limited liability company (“▇▇▇▇▇”), the number of membership interests in the Series (the “Shares”) set forth on the signature page of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $3.6073 per Share for the aggregate purchase price set forth on the signature page of this Subscription Agreement (the “Subscription Price”) and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the Series, dated Octo- ber October 2, 2020, as 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 ▇▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, the “▇▇▇▇▇ Parties”) in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the offering by the Series (the “Offering”) of up to 10,000 Shares for a maximum aggregate gross proceeds of $36,073 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares are being offered pursuant to an offering circular, dated ____________, 2021, as amended from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in the Offering Circular), and any other information required by the Purchaser to make an investment decision with respect to the Shares. 1.3. Notwithstanding the irrevocable agreement of the Purchaser to purchase the Shares from the Series hereunder, the Series shall have no obligation to sell the Shares or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made by the Manager in its sole discretion at any time until the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance accordance with Section 2. If the Manager accepts the subscription of the Purchaser with respect to a portion of the Shares, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance acceptance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which shall be made by the Manager in its sole discretion at any time until the earlier of the Termination Date or the Man - agerManager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for which the Manager has accepted the Purchaser Purchaser’s subscription (each, a “Clos- ingClosing”) shall occur promptly following such acceptance.

Appears in 1 contract

Sources: Subscription Agreement (Landa App LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, ) hereby irrevocably agrees to purchase from ▇▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App LLC, a Delaware series limited liability company (“▇▇▇▇▇”), the number of membership interests in the Series (the “Shares”) set forth subscribes for on the signature page of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of per Share for the aggregate purchase price set forth on the signature page of this Subscription Agreement (the “Subscription Price”) and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the Series, dated Octo- ber 2, 2020, as 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 ▇▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, the “▇▇▇▇▇ Parties”) in accordance with and subject to the terms and conditions described set forth herein, from SyntheMed, Inc., a Delaware corporation (the “Corporation”), the number of units (the “Units”), set forth on the signature page hereof (the “Purchased Units”). Each Unit shall consist of (i) one share of common stock, $0.001(US) par value per share, of the Corporation (“Common Stock”) and (ii) one Common Stock purchase warrant (a “Warrant”). Each Warrant, a sample copy of which is appended as Annex A-1, will entitle the holder to purchase one share of Common Stock up and until 5:00 p.m. (Eastern Standard Time) on September 30, 2011 upon payment of the applicable exercise price of $0.50 (US), subject to adjustment as provided in this Subscription Agreement, relating the Warrant certificate. The Purchased Units are being sold to the Purchaser in consideration for $0.40 (US) per Unit (the “Subscription Price”), and as part of an offering by the Series (the “Offering”) of up to 10,000 Shares for a 15,000,000 Units. If the maximum aggregate number of Units offered is sold, the Corporation will receive gross proceeds of $6,000,000 (US). There is no minimum number of Units being offered, and the Corporation reserves the right to accept or reject subscriptions, in whole or in part, as and when received. ▇▇▇▇▇ Capital Limited (the Maximum Agent”) is serving as a placement agent for the Offering Amount”). 1.2. The Purchaser understands that the Shares are being offered pursuant to an offering circular, dated , as amended from time agency agreement to time be entered into with the Corporation (the “Offering CircularAgency Agreement”), which . The Offering is part of an Offering Statement on Form 1-A (being made to investors resident outside the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) United States pursuant to Regulation A (“Regulation A”) exemptions from local registration, prospectus or similar requirements. The Offering is being made in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- ment, provided by Section 4(2) thereof and/or Regulation D promulgated thereunder and/or in reliance upon Regulation S promulgated under the Purchaser acknowledges that the Purchaser has received Securities Act and reviewed this Subscrip- tion Agreementexemptions from local registration, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in the Offering Circular), and any other information required by the Purchaser to make an investment decision with respect to the Sharesprospectus or similar requirements. 1.3. Notwithstanding the irrevocable agreement of the Purchaser to purchase the Shares from the Series hereunder, the Series shall have no obligation to sell the Shares or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made by the Manager in its sole discretion at any time until the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2. If the Manager accepts the subscription of the Purchaser with respect to a portion of the Shares, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which shall be made by the Manager in its sole discretion at any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for which the Manager has accepted the Purchaser ’s subscription (each, a “Clos- ing”) shall occur promptly following such acceptance.

Appears in 1 contract

Sources: Subscription Agreement (SyntheMed, Inc.)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Gallery Drop 088, a series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Gallery Drop 088 (the “SharesSeries Gallery Drop 088 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $10.00 per Share Series Gallery Drop 088 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, Inc., the managing member of the Company and Series Gallery Drop 088 (the “▇▇▇▇▇ PartiesManager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 5,525 Series Gallery Drop 088 Interests for minimum aggregate proceeds of $55,250 (the “Minimum Offering Amount”) and up to 10,000 Shares 5,820 Series Gallery Drop 088 Interests for a maximum aggregate gross proceeds of $58,200 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Gallery Drop 088 Interests are being offered pursuant to an offering circular, dated ___________, as amended and supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in copies of the Offering Circular), the exhibits thereto and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion, such date not to exceed the date which is 18 months from the date the Offering Circular or amendment thereto, as applicable, is qualified by the SEC (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Gallery LLC)

Subscription. 1.1. (a) The undersigned (the “Purchaser”), intending to be legally bound, Participant hereby irrevocably subscribes for and agrees to purchase from ▇▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App LLC, a Delaware series limited liability company (“▇▇▇▇▇”), the Company such number of membership interests in Offered Shares of restricted Common Stock of the Series (the “Shares”) set forth on the signature page of this Subscription Agreement (this “Subscription Agreement”) Company at a purchase price of per Offered Share for the aggregate purchase price set forth on the signature page of this Subscription Agreement equal to $0.03 (the “Subscription "Offering Price”) and on "), in accordance with the terms and conditions set forth in of this Agreement and the Memorandum. (b) Before this Subscription is considered, the Participant must complete, execute and deliver to the Company the following: (i) This Common Stock Subscription Agreement; ___________ Common Stock Subscription Agreement Participant's Initials Exhibit A-2 TWL Corporation (ii) The Registration Rights Agreement, attached to the Memorandum as Exhibit B (the "Rights Agreement"); (iii) The Certificate of Accredited Investor Status, attached hereto as Annex A and (iv) The Participant's check in the Operating Agreement amount of $350,000 in exchange for 11,666,667 Offered Shares purchased, or wire transfer sent according to the Company"s instructions set forth hereto in Annex B. (c) This Subscription is irrevocable by the Participant. (d) This Subscription is not transferable or assignable by the Participant. (e) This Subscription may be rejected in whole or in part by the Company in its sole discretion. In the event this Subscription is rejected by the Company, all funds and documents tendered by the Participant shall be returned. (f) The Company's placement agent, Chadbourn Securities, inc., and/or other advisors, placement agents, broker dealers andlor finders (collectively the "Placement Agent") shall receive (x) an aggregate advisory fee equal to 8.0% of the Seriesproceeds raised in this Offering from investors introduced to the Company by Placement Agent, dated Octo- ber 2, 2020, as may be amended from time to time (the “Operating Agreement”), a copy y) an unallocated expense reimbursement of which the Purchaser acknowledges he or she or it has received and reviewed. This subscription is submitted by the Purchaser to ▇▇▇▇▇ Holdings, Inc., the Manager 2.0% of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, the “▇▇▇▇▇ Parties”) proceeds raised in accordance with and subject this Offering from investors introduced to the terms Company by Placement Agent, and conditions described (z) warrants equal to 10% of the number and type of shares sold in this Subscription Agreement, relating Offering from investors introduced to the offering Company by Placement Agent, exercisable at the Series (the “Offering”) of up to 10,000 Shares for a maximum aggregate gross proceeds of (“Maximum Offering Amount”). 1.2Price. The Purchaser understands that Company has also agreed to indenmify the Shares are being offered pursuant to an offering circularPlacement Agent against certain civil liabilities, dated , as amended from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) including liabilities under the Securities Act. The Placement Agent has agreed to offer the Offered Shares on a "best efforts" basis. (g) This Offering, as defined in the Memorandum, is scheduled to remain open until the earlier to occur of (i) the sale of all of the Offered Shares; or (ii) July 7, 2007 (the "Closing Date"); provided, however, that the Company, at its sole election, may extend this Offering up to an additional ninety (90) days. The target Offering is for up to 100,000,000 shares of common stock for an aggregate raise of $3,000,000, and the Company, at its option, may offer up to an additional 100,000,000 shares of common stock for a total maximum aggregate raise of $6,000,000; however, this Offering has no prescribed minimum amount and the Company may accept smaller amounts from participants or have multiple closings of this Offering. (h) Until the registration statement contemplated by the Rights Agreement is declared effective, Participant hereby agrees not to, and will cause its affiliates not to, enter into any "put equivalent position" as such term is defined in Rule 16a-l under the Securities Exchange Act of 19331934, as amended (the “Securities "Exchange Act”). By executing this Subscription Agree- ment, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in the Offering Circular"), and any other information required by the Purchaser to make an investment decision or short sale position with respect to the SharesCompany's securities. 1.3. Notwithstanding the irrevocable agreement of the Purchaser to (i) The purchase the Shares from the Series hereunder, the Series shall have no obligation to sell the Shares or any portion thereof price is payable by check to the Purchaser un- less and until the Manager has accepted the subscription of the Purchaser with respect to such Shares Company"s address set forth in accordance with Section 3.1, which acceptance may be for all 5 or any portion or all of such Shares, and the determination of which shall be made by the Manager via a wire transfer instructions set forth in its sole discretion at any time until the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2. If the Manager accepts the subscription of the Purchaser with respect to a portion of the Shares, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which shall be made by the Manager in its sole discretion at any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for which the Manager has accepted the Purchaser ’s subscription (each, a “Clos- ing”) shall occur promptly following such acceptanceAnnex B annexed hereto.

Appears in 1 contract

Sources: Common Stock Subscription Agreement (Linden Asset Management, Inc.)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Gallery Drop 016, a series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Gallery Drop 016 (the “SharesSeries Gallery Drop 016 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $21 per Share Series Gallery Drop 016 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, Inc., the managing member of the Company and Series Gallery Drop 016 (the “▇▇▇▇▇ PartiesManager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 930 Series Gallery Drop 016 Interests for minimum aggregate proceeds of $19,539 (the “Minimum Offering Amount”) and up to 10,000 Shares 1,000 Series Gallery Drop 016 Interests for a maximum aggregate gross proceeds of $21,000 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Gallery Drop 016 Interests are being offered pursuant to an offering circular, dated ___________, 2020, as amended and supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in copies of the Offering Circular), the exhibits thereto and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Gallery LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Gallery Drop 122, a series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Gallery Drop 122 (the “SharesSeries Gallery Drop 122 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $1 per Share Series Gallery Drop 122 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, Inc., the managing member of the Company and Series Gallery Drop 122 (the “▇▇▇▇▇ PartiesManager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 110,000 Series Gallery Drop 122 Interests for minimum aggregate proceeds of $110,000 (the “Minimum Offering Amount”) and up to 10,000 Shares 115,800 Series Gallery Drop 122 Interests for a maximum aggregate gross proceeds of $115,800 (“Maximum Offering Amount”). The Company has authorized the issuance of up to 115,800 Series Gallery Drop 122 Interests. 1.2. The Purchaser understands that the Shares Series Gallery Drop 122 Interests are being offered pursuant to an offering circular, dated ____________, as amended and supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in copies of the Offering Circular), the exhibits thereto and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion, such date not to exceed the date which is 18 months from the date the Offering Circular or amendment thereto, as applicable, is qualified by the SEC (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Gallery LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Gallery Drop 076, a series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Gallery Drop 076 (the “SharesSeries Gallery Drop 076 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $10.00 per Share Series Gallery Drop 076 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, Inc., the managing member of the Company and Series Gallery Drop 076 (the “▇▇▇▇▇ PartiesManager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 5,535 Series Gallery Drop 076 Interests for minimum aggregate proceeds of $55,350 (the “Minimum Offering Amount”) and up to 10,000 Shares 5,830 Series Gallery Drop 076 Interests for a maximum aggregate gross proceeds of $58,300 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Gallery Drop 076 Interests are being offered pursuant to an offering circular, dated ___________, as amended and supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in copies of the Offering Circular), the exhibits thereto and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion, such date not to exceed the date which is 18 months from the date the Offering Circular or amendment thereto, as applicable, is qualified by the SEC (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Gallery LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Drop 010, a Series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Drop 010 (the “SharesSeries Drop 010 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $25 per Share Series Drop 010 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇HoldingsWealth, Inc., the Manager managing member of the Company and Series Drop 010 (the “Manager,” and together with the Series and ▇▇▇▇▇, the “▇▇▇▇▇ Parties”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 960 Series Drop 010 Interests for minimum aggregate proceeds of $24,000 (the “Minimum Offering Amount”) and up to 10,000 Shares 1,000 Series Drop 010 Interests for a maximum aggregate gross proceeds of $25,000 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Drop 010 Interests are being offered pursuant to an offering circular, dated __________, as amended from time to time 2019 (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, copies of the Offering StatementCircular, including the exhibits thereto, the Offering Materials (as defined in the Offering Circular), and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Gallery LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from ▇▇▇▇▇ App LLC - ▇▇▇▇▇ Arrived Homes Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”)[*], a series registered under ▇▇▇▇▇ App Series of Arrived Homes, LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Arrived Homes Series [*] (the “SharesSeries [*] Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $10.00 per Share Series [*] Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2July 13, 2020, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇▇ Arrived Holdings, Inc., the Manager managing member of the Company and of Arrived Homes Series [*] (the “Manager,” and together with the Series and ▇▇▇▇▇, the “▇▇▇▇▇ Parties”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of up to 10,000 Shares [*] Series [*] Interests for a maximum aggregate gross proceeds of $[*] (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series [*] Interests are being offered pursuant to an offering circular, dated January [*], as amended from time to time 2021 (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, copies of the Offering StatementCircular, including the exhibits thereto, the Offering Materials (as defined in the Offering Circular), and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2discretion. If the Manager accepts the subscription of the Purchaser with respect to a portion of the Sharesan initial Closing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Arrived Homes, LLC)

Subscription. 1.1. The (a) Subject to the terms and conditions hereinafter set forth, the undersigned purchaser (the “Purchaser”), intending to be legally bound, ) hereby irrevocably subscribes for and agrees to purchase from ▇▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇GROM SOCIAL ENTERPRISES, ▇▇▇▇▇▇▇INC., ▇▇, ▇▇▇ a Florida corporation (the “SeriesCompany)) (i) Four Hundred Thousand (400,000) shares of Series A 10% Convertible Preferred Stock, a series registered under ▇▇▇▇▇ App LLCpar value $0.001 per share (the “Series A Preferred Stock”) of the Company, a Delaware series limited liability company and (ii) Two Million Shares (2,000,000) shares of common stock par value $0.001 per share of the Company (the ▇▇▇▇▇”)Common Stock” and, the number of membership interests in the Common Stock and Series (A Preferred Stock being acquired by Purchaser herein being sometimes collectively referred to as the “Shares”) set forth on ), and agrees to contribute to the signature page Company a total cash consideration of $400,000.00 (the “Purchase Price”), payable upon execution and delivery of this Subscription Agreement agreement (this the Subscription Agreement”) at in immediately available funds to an account designated by the Company. The Company reserves the right to sell an aggregate of 2,000,000 Series A Preferred Stock and 10,000,000 shares of Common Stock in the within offering, on a purchase price best efforts, no minimum basis. (b) Upon acceptance of per Share for the aggregate purchase price set forth on the signature page of this Subscription Agreement (the “Subscription Price”) Purchase Price in cleared funds and on the terms and conditions set forth in this Agreement and in by the Operating Agreement Company, the Company shall (i) file with the Department of Corporations of the Series, dated Octo- ber 2, 2020, as may be amended from time to time (the “Operating Agreement”)State of Florida, a copy Certificate of which the Purchaser acknowledges he or she or it has received and reviewed. This subscription is submitted by the Purchaser to ▇▇▇▇▇ Holdings, Inc., the Manager Designation of the Series (A 10% Convertible Preferred Stock substantially in the “Manager,” and together with the Series and ▇▇▇▇▇, the “▇▇▇▇▇ Parties”) in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the offering by the Series (the “Offering”) of up to 10,000 Shares for a maximum aggregate gross proceeds of (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares are being offered pursuant to an offering circular, dated , form as amended from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-annexed hereto as Exhibit A (the “Offering StatementCertificate of Designation”), filed with the U.S. Securities and Exchange Commission (the “SEC”ii) pursuant issue and deliver to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- ment, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined stock certificates in the Offering Circular), and any other information required by the Purchaser to make an investment decision with respect to the Shares. 1.3. Notwithstanding the irrevocable agreement name of the Purchaser to purchase representing the Shares from the Series hereunder, the Series shall have no obligation to sell the Shares or any portion thereof to the Purchaser un- less and until the Manager has accepted the subscription acquired hereby. The terms of the Purchaser with respect to such Shares in accordance with Section 3.1Certificate of Designation which contains the rights, which acceptance may be for all or any portion or all of such Sharespreferences, and the determination of which shall be made by the Manager in its sole discretion at any time until the earlier privileges of the Termination Date (as defined below) or the ManagerCompany’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2. If the Manager accepts the subscription of the Purchaser with respect to a portion of the Shares, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance Series A Preferred Stock are incorporated by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which shall be made by the Manager in its sole discretion at any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for which the Manager has accepted the Purchaser ’s subscription (each, a “Clos- ing”) shall occur promptly following such acceptancereference herein.

Appears in 1 contract

Sources: Subscription Agreement (Grom Social Enterprises, Inc.)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Gallery Drop 115, a series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Gallery Drop 115 (the “SharesSeries Gallery Drop 115 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $10.00 per Share Series Gallery Drop 115 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, Inc., the managing member of the Company and Series Gallery Drop 115 (the “▇▇▇▇▇ PartiesManager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 1,570 Series Gallery Drop 115 Interests for minimum aggregate proceeds of $15,700 (the “Minimum Offering Amount”) and up to 10,000 Shares 1,650 Series Gallery Drop 115 Interests for a maximum aggregate gross proceeds of $16,500 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Gallery Drop 115 Interests are being offered pursuant to an offering circular, dated ____________, as amended and supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in copies of the Offering Circular), the exhibits thereto and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion, such date not to exceed the date which is 18 months from the date the Offering Circular or amendment thereto, as applicable, is qualified by the SEC (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Gallery LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Gallery Drop 013, a Series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Gallery Drop 013 (the “SharesSeries Gallery Drop 013 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $60 per Share Series Gallery Drop 013 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇HoldingsWealth, Inc., the Manager managing member of the Company and Series Gallery Drop 013 (the “Manager,” and together with the Series and ▇▇▇▇▇, the “▇▇▇▇▇ Parties”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 1,403 Series Gallery Drop 013 Interests for minimum aggregate proceeds of $84,150 (the “Minimum Offering Amount”) and up to 10,000 Shares 1,500 Series Gallery Drop 013 Interests for a maximum aggregate gross proceeds of $90,000 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Gallery Drop 013 Interests 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 on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, copies of the Offering StatementCircular, including the exhibits thereto, the Offering Materials (as defined in the Offering Circular), and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Gallery LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from ▇▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Financing LLC, a Delaware series limited liability company (“▇▇▇▇▇ Financing), ) the number of membership common shares, which represent limited liability company interests in the Series ▇▇▇▇▇ Financing (the “Shares”) ), set forth on the signature page of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $[ ] per Share for the aggregate purchase price set forth on the signature page of this Subscription Agreement (the “Subscription Price”) and on the terms and conditions set forth in this Agreement and in the Amended and Restated Operating Agreement of the Series▇▇▇▇▇ Financing, dated Octo- ber 2, 2020[ ], as 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 ▇▇▇▇▇ Holdings, Inc.Management LLC, the Manager manager of the Series ▇▇▇▇▇ Financing (the “Manager,” and together with the Series and ▇▇▇▇▇ Financing, the “▇▇▇▇▇ Parties”) in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the offering by the Series (the “Offering”) ▇▇▇▇▇ Financing of up to 10,000 $75,000,000 worth of Shares for a maximum aggregate gross proceeds of (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 on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in the Offering Circular)Materials, and any other information required by the Purchaser to make an investment decision with respect to the Shares. 1.3. Notwithstanding the irrevocable agreement of the Purchaser to purchase the Shares from the Series ▇▇▇▇▇ Financing hereunder, the Series ▇▇▇▇▇ Financing shall have no obligation to sell the Shares or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made by the Manager in its sole discretion at any time until the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance accordance with Section 2. If the Manager accepts the subscription of the Purchaser with respect to a portion of the Shares, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance acceptance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which shall be made by the Manager in its sole discretion at any time until the earlier of the Termination Date or the Man - agerManager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for which the Manager has accepted the Purchaser Purchaser’s subscription (each, a “Clos- ingClosing”) shall occur promptly following such acceptance.

Appears in 1 contract

Sources: Subscription Agreement (Landa Financing LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Gallery Drop 114, a series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Gallery Drop 114 (the “SharesSeries Gallery Drop 114 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $10.00 per Share Series Gallery Drop 114 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, Inc., the managing member of the Company and Series Gallery Drop 114 (the “▇▇▇▇▇ PartiesManager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 1,281 Series Gallery Drop 114 Interests for minimum aggregate proceeds of $12,810 (the “Minimum Offering Amount”) and up to 10,000 Shares 1,350 Series Gallery Drop 114 Interests for a maximum aggregate gross proceeds of $13,500 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Gallery Drop 114 Interests are being offered pursuant to an offering circular, dated ____________, as amended and supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in copies of the Offering Circular), the exhibits thereto and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion, such date not to exceed the date which is 18 months from the date the Offering Circular or amendment thereto, as applicable, is qualified by the SEC (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Gallery LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Gallery Drop 101, a series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Gallery Drop 101 (the “SharesSeries Gallery Drop 101 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $10.00 per Share Series Gallery Drop 101 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, Inc., the managing member of the Company and Series Gallery Drop 101 (the “▇▇▇▇▇ PartiesManager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 20,075 Series Gallery Drop 101 Interests for minimum aggregate proceeds of $200,750 (the “Minimum Offering Amount”) and up to 10,000 Shares 21,130 Series Gallery Drop 101 Interests for a maximum aggregate gross proceeds of $211,300 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Gallery Drop 101 Interests are being offered pursuant to an offering circular, dated ___________, as amended and supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in copies of the Offering Circular), the exhibits thereto and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion, such date not to exceed the date which is 18 months from the date the Offering Circular or amendment thereto, as applicable, is qualified by the SEC (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Gallery LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Gallery Drop 103, a series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Gallery Drop 103 (the “SharesSeries Gallery Drop 103 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $10.00 per Share Series Gallery Drop 103 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, Inc., the managing member of the Company and Series Gallery Drop 103 (the “▇▇▇▇▇ PartiesManager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 1,750 Series Gallery Drop 103 Interests for minimum aggregate proceeds of $17,500 (the “Minimum Offering Amount”) and up to 10,000 Shares 1,840 Series Gallery Drop 103 Interests for a maximum aggregate gross proceeds of $18,400 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Gallery Drop 103 Interests are being offered pursuant to an offering circular, dated ____________, as amended and supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in copies of the Offering Circular), the exhibits thereto and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion, such date not to exceed the date which is 18 months from the date the Offering Circular or amendment thereto, as applicable, is qualified by the SEC (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Gallery LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from ▇▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App LLC, a Delaware series limited liability company (“▇▇▇▇▇”), the number of membership interests in the Series (the “Shares”) set forth on the signature page of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $4.3742 per Share for the aggregate purchase price set forth on the signature page of this Subscription Agreement (the “Subscription Price”) and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the Series, dated Octo- ber October 2, 2020, as 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 ▇▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, the “▇▇▇▇▇ Parties”) in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the offering by the Series (the “Offering”) of up to 10,000 Shares for a maximum aggregate gross proceeds of $43,742 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares are being offered pursuant to an offering circular, dated ____________, 2021, as amended from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in the Offering Circular), and any other information required by the Purchaser to make an investment decision with respect to the Shares. 1.3. Notwithstanding the irrevocable agreement of the Purchaser to purchase the Shares from the Series hereunder, the Series shall have no obligation to sell the Shares or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made by the Manager in its sole discretion at any time until the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance accordance with Section 2. If the Manager accepts the subscription of the Purchaser with respect to a portion of the Shares, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance acceptance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which shall be made by the Manager in its sole discretion at any time until the earlier of the Termination Date or the Man - agerManager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for which the Manager has accepted the Purchaser Purchaser’s subscription (each, a “Clos- ingClosing”) shall occur promptly following such acceptance.

Appears in 1 contract

Sources: Subscription Agreement (Landa App LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Gallery Drop 069, a series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Gallery Drop 069 (the “SharesSeries Gallery Drop 069 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $10.00 per Share Series Gallery Drop 069 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, Inc., the managing member of the Company and Series Gallery Drop 069 (the “▇▇▇▇▇ PartiesManager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 3,513 Series Gallery Drop 069 Interests for minimum aggregate proceeds of $35,130 (the “Minimum Offering Amount”) and up to 10,000 Shares 3,700 Series Gallery Drop 069 Interests for a maximum aggregate gross proceeds of $37,000 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Gallery Drop 069 Interests are being offered pursuant to an offering circular, dated ___________, as amended and supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in copies of the Offering Circular), the exhibits thereto and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion, such date not to exceed the date which is 18 months from the date the Offering Circular or amendment thereto, as applicable, is qualified by the SEC (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Gallery LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Gallery Drop 089, a series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Gallery Drop 089 (the “SharesSeries Gallery Drop 089 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $10.00 per Share Series Gallery Drop 089 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, Inc., the managing member of the Company and Series Gallery Drop 089 (the “▇▇▇▇▇ PartiesManager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 2,391 Series Gallery Drop 089 Interests for minimum aggregate proceeds of $23,910 (the “Minimum Offering Amount”) and up to 10,000 Shares 2,520 Series Gallery Drop 089 Interests for a maximum aggregate gross proceeds of $25,200 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Gallery Drop 089 Interests are being offered pursuant to an offering circular, dated ___________, as amended and supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in copies of the Offering Circular), the exhibits thereto and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion, such date not to exceed the date which is 18 months from the date the Offering Circular or amendment thereto, as applicable, is qualified by the SEC (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Gallery LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Gallery Drop 011, a Series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Gallery Drop 011 (the “SharesSeries Gallery Drop 011 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $25 per Share Series Gallery Drop 011 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇HoldingsWealth, Inc., the Manager managing member of the Company and Series Gallery Drop 011 (the “Manager,” and together with the Series and ▇▇▇▇▇, the “▇▇▇▇▇ Parties”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 720 Series Gallery Drop 011 Interests for minimum aggregate proceeds of $18,000 (the “Minimum Offering Amount”) and up to 10,000 Shares 800 Series Gallery Drop 011 Interests for a maximum aggregate gross proceeds of $20,000 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Gallery Drop 011 Interests 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 on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, copies of the Offering StatementCircular, including the exhibits thereto, the Offering Materials (as defined in the Offering Circular), and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Gallery LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Gallery Drop 059, a series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Gallery Drop 059 (the “SharesSeries Gallery Drop 059 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $10.00 per Share Series Gallery Drop 059 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, Inc., the managing member of the Company and Series Gallery Drop 059 (the “▇▇▇▇▇ PartiesManager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 7,370 Series Gallery Drop 059 Interests for minimum aggregate proceeds of $73,700 (the “Minimum Offering Amount”) and up to 10,000 Shares 7,760 Series Gallery Drop 059 Interests for a maximum aggregate gross proceeds of $77,600 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Gallery Drop 059 Interests are being offered pursuant to an offering circular, dated ___________, 2020, as amended and supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in copies of the Offering Circular), the exhibits thereto and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion, such date not to exceed the date which is 18 months from the date the Offering Circular or amendment thereto, as applicable, is qualified by the SEC (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Gallery LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Gallery Drop 065, a series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Gallery Drop 065 (the “SharesSeries Gallery Drop 065 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $10.00 per Share Series Gallery Drop 065 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, Inc., the managing member of the Company and Series Gallery Drop 065 (the “▇▇▇▇▇ PartiesManager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 2,008 Series Gallery Drop 065 Interests for minimum aggregate proceeds of $20,080 (the “Minimum Offering Amount”) and up to 10,000 Shares 2,110 Series Gallery Drop 065 Interests for a maximum aggregate gross proceeds of $21,100 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Gallery Drop 065 Interests are being offered pursuant to an offering circular, dated ___________, as amended and supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in copies of the Offering Circular), the exhibits thereto and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion, such date not to exceed the date which is 18 months from the date the Offering Circular or amendment thereto, as applicable, is qualified by the SEC (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Gallery LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from ▇▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ [ ] (the “Series”), a series registered under ▇▇▇▇▇ App LLC, a Delaware series limited liability company (“▇▇▇▇▇”), the number of membership interests in the Series (the “Shares”) set forth on the signature page of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $[ ] per Share for the aggregate purchase price set forth on the signature page of this Subscription Agreement (the “Subscription Price”) and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the Series, dated Octo- ber 2, 2020[ ], as 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 ▇▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, the “▇▇▇▇▇ Parties”) in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the offering by the Series (the “Offering”) of up to 10,000 Shares for a maximum aggregate gross proceeds of $[ ] (“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 on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in the Offering Circular), and any other information required by the Purchaser to make an investment decision with respect to the Shares. 1.3. Notwithstanding the irrevocable agreement of the Purchaser to purchase the Shares from the Series hereunder, the Series shall have no obligation to sell the Shares or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made by the Manager in its sole discretion at any time until the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance accordance with Section 2. If the Manager accepts the subscription of the Purchaser with respect to a portion of the Shares, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance acceptance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which shall be made by the Manager in its sole discretion at any time until the earlier of the Termination Date or the Man - agerManager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for which the Manager has accepted the Purchaser Purchaser’s subscription (each, a “Clos- ingClosing”) shall occur promptly following such acceptance.

Appears in 1 contract

Sources: Subscription Agreement (Landa App LLC)

Subscription. 1.1. a. The undersigned (the “Purchaser”), intending to be legally bound, ) hereby irrevocably agrees subscribes to purchase from ▇▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇Bonds of CWS Investments, ▇▇▇▇▇▇▇Inc., ▇▇, ▇▇▇ a Virginia corporation (the “SeriesCompany”), a series registered under ▇▇▇▇▇ App LLCof the class indicated herein, a Delaware series limited liability company (“▇▇▇▇▇”), the number of membership interests in the Series (the “Shares”) set forth aggregate principal amount indicated on the signature page of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of per Share for the aggregate purchase price set forth on the signature page of this Subscription Agreement hereof (the “Subscription PriceBonds) and on ), all in accordance with the terms and conditions set forth in this Agreement and in the Operating Agreement of the Series, dated Octo- ber 2, 2020, as 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 ▇▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, the “▇▇▇▇▇ Parties”) in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the offering by the Series Bylaws (the “Offering”) of up to 10,000 Shares for a maximum aggregate gross proceeds of (“Maximum Offering AmountBylaws”). 1.2. The Purchaser understands that , and the Shares are being offered pursuant to an offering circularOffering Circular dated February 11, dated 2026, as amended or supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with has been qualified by the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) , Tier 2, under the Securities Act of 1933, as amended amended, on Form 1-A. The Offering Circular is available on the SEC’s ▇▇▇▇▇ database at ▇▇▇.▇▇▇.▇▇▇ and on the Company’s website ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. b. The investment funds are due to the Company simultaneous with the execution of this Agreement. c. The Purchaser acknowledges and agrees that this subscription cannot be withdrawn, terminated, or revoked. The Purchaser agrees to purchase the Bonds and to be bound by all the terms and conditions of this Agreement and the Offering Circular and the Bylaws. 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. d. This subscription may be rejected as a whole or in part by the Company in its sole and absolute discretion. This subscription shall be binding on the Company only upon acceptance by the Company. e. The Purchaser will become a bondholder only upon (i) acceptance of this subscription by the “Securities Act”)Company, (ii) receipt of the Purchaser's funds in full by the Company, and (iii) issuance of the Bonds to the Purchaser. By executing this Subscription Agree- mentUntil all such conditions are satisfied, the Purchaser acknowledges that shall have only the Purchaser has received rights set forth in this Subscription Agreement. f. The Purchaser’s rights and reviewed responsibilities will be governed by the terms and conditions of this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in the Offering Circular), and any other information required by the Purchaser to make an investment decision with respect to the Shares. 1.3. Notwithstanding the irrevocable agreement of the Purchaser to purchase the Shares from the Series hereunder, the Series shall have no obligation to sell the Shares or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made by the Manager in its sole discretion at any time until the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2. If the Manager accepts the subscription of the Purchaser with respect to a portion of the Shares, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which shall be made by the Manager in its sole discretion at any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for which the Manager has accepted the Purchaser ’s subscription (each, a “Clos- ing”) shall occur promptly following such acceptanceBylaws.

Appears in 1 contract

Sources: Subscription Agreement (CWS Investments Inc)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Collection Drop 007, a series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Collection LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Collection Drop 007 (the “SharesSeries Collection Drop 007 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $1.00 per Share Series Collection Drop 007 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2October 10, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, Inc., the managing member of the Company and Series Collection Drop 007 (the “▇▇▇▇▇ PartiesManager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 19,000 Series Collection Drop 007 Interests for minimum aggregate proceeds of $19,000 (the “Minimum Offering Amount”) and up to 10,000 Shares 20,000 Series Collection Drop 007 Interests for a maximum aggregate gross proceeds of $20,000 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Collection Drop 007 Interests are being offered pursuant to an offering circular, dated ____________, as amended and supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in copies of the Offering Circular), the exhibits thereto and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion, such date not to exceed the date which is 18 months from the date the Offering Circular or amendment thereto, as applicable, is qualified by the SEC (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Collection LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Gallery Drop 099, a series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Gallery Drop 099 (the “SharesSeries Gallery Drop 099 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $10.00 per Share Series Gallery Drop 099 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, Inc., the managing member of the Company and Series Gallery Drop 099 (the “▇▇▇▇▇ PartiesManager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 13,000 Series Gallery Drop 099 Interests for minimum aggregate proceeds of $130,000 (the “Minimum Offering Amount”) and up to 10,000 Shares 13,680 Series Gallery Drop 099 Interests for a maximum aggregate gross proceeds of $136,800 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Gallery Drop 099 Interests are being offered pursuant to an offering circular, dated ___________, as amended and supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in copies of the Offering Circular), the exhibits thereto and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion, such date not to exceed the date which is 18 months from the date the Offering Circular or amendment thereto, as applicable, is qualified by the SEC (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Gallery LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Gallery Drop 068, a series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Gallery Drop 068 (the “SharesSeries Gallery Drop 068 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $10.00 per Share Series Gallery Drop 068 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, Inc., the managing member of the Company and Series Gallery Drop 068 (the “▇▇▇▇▇ PartiesManager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 2,400 Series Gallery Drop 068 Interests for minimum aggregate proceeds of $24,000 (the “Minimum Offering Amount”) and up to 10,000 Shares 2,530 Series Gallery Drop 068 Interests for a maximum aggregate gross proceeds of $25,300 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Gallery Drop 068 Interests are being offered pursuant to an offering circular, dated ___________, as amended and supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in copies of the Offering Circular), the exhibits thereto and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion, such date not to exceed the date which is 18 months from the date the Offering Circular or amendment thereto, as applicable, is qualified by the SEC (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Gallery LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Gallery Drop 092, a series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Gallery Drop 092 (the “SharesSeries Gallery Drop 092 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $10.00 per Share Series Gallery Drop 092 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, Inc., the managing member of the Company and Series Gallery Drop 092 (the “▇▇▇▇▇ PartiesManager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 21,736 Series Gallery Drop 092 Interests for minimum aggregate proceeds of $217,360 (the “Minimum Offering Amount”) and up to 10,000 Shares 22,880 Series Gallery Drop 092 Interests for a maximum aggregate gross proceeds of $228,800 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Gallery Drop 092 Interests are being offered pursuant to an offering circular, dated ___________, as amended and supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in copies of the Offering Circular), the exhibits thereto and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion, such date not to exceed the date which is 18 months from the date the Offering Circular or amendment thereto, as applicable, is qualified by the SEC (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Gallery LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from ▇▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App LLC, a Delaware series limited liability company (“▇▇▇▇▇”), the number of membership interests in the Series (the “Shares”) set forth on the signature page of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $4.3742 per Share for the aggregate purchase price set forth on the signature page of this Subscription Agreement (the “Subscription Price”) and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the Series, dated Octo- ber October 2, 2020, as 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 ▇▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, the “▇▇▇▇▇ Parties”) in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the offering by the Series (the “Offering”) of up to 10,000 Shares for a maximum aggregate gross proceeds of $43,742 (“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 on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in the Offering Circular), and any other information required by the Purchaser to make an investment decision with respect to the Shares. 1.3. Notwithstanding the irrevocable agreement of the Purchaser to purchase the Shares from the Series hereunder, the Series shall have no obligation to sell the Shares or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made by the Manager in its sole discretion at any time until the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance accordance with Section 2. If the Manager accepts the subscription of the Purchaser with respect to a portion of the Shares, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance acceptance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which shall be made by the Manager in its sole discretion at any time until the earlier of the Termination Date or the Man - agerManager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for which the Manager has accepted the Purchaser Purchaser’s subscription (each, a “Clos- ingClosing”) shall occur promptly following such acceptance.

Appears in 1 contract

Sources: Subscription Agreement (Landa App LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Gallery Drop 100, a series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Gallery Drop 100 (the “SharesSeries Gallery Drop 100 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $10.00 per Share Series Gallery Drop 100 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, Inc., the managing member of the Company and Series Gallery Drop 100 (the “▇▇▇▇▇ PartiesManager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 1,852 Series Gallery Drop 100 Interests for minimum aggregate proceeds of $18,520 (the “Minimum Offering Amount”) and up to 10,000 Shares 1,950 Series Gallery Drop 100 Interests for a maximum aggregate gross proceeds of $19,500 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Gallery Drop 100 Interests are being offered pursuant to an offering circular, dated ___________, as amended and supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in copies of the Offering Circular), the exhibits thereto and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion, such date not to exceed the date which is 18 months from the date the Offering Circular or amendment thereto, as applicable, is qualified by the SEC (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Gallery LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Gallery Drop 116, a series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Gallery Drop 116 (the “SharesSeries Gallery Drop 116 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $1.00 per Share Series Gallery Drop 116 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, Inc., the managing member of the Company and Series Gallery Drop 116 (the “▇▇▇▇▇ PartiesManager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 225,000 Series Gallery Drop 116 Interests for minimum aggregate proceeds of $225,000 (the “Minimum Offering Amount”) and up to 10,000 Shares 236,800 Series Gallery Drop 116 Interests for a maximum aggregate gross proceeds of $236,800 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Gallery Drop 116 Interests are being offered pursuant to an offering circular, dated ____________, as amended and supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in copies of the Offering Circular), the exhibits thereto and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion, such date not to exceed the date which is 18 months from the date the Offering Circular or amendment thereto, as applicable, is qualified by the SEC (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Gallery LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Gallery Drop 091, a series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Gallery Drop 091 (the “SharesSeries Gallery Drop 091 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $10.00 per Share Series Gallery Drop 091 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, Inc., the managing member of the Company and Series Gallery Drop 091 (the “▇▇▇▇▇ PartiesManager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 3,748 Series Gallery Drop 091 Interests for minimum aggregate proceeds of $37,480 (the “Minimum Offering Amount”) and up to 10,000 Shares 3,940 Series Gallery Drop 091 Interests for a maximum aggregate gross proceeds of $39,400 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Gallery Drop 091 Interests are being offered pursuant to an offering circular, dated ___________, as amended and supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in copies of the Offering Circular), the exhibits thereto and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion, such date not to exceed the date which is 18 months from the date the Offering Circular or amendment thereto, as applicable, is qualified by the SEC (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Gallery LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from ▇▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”)#Reach, a series registered under ▇▇▇▇▇ App Series of Compound Projects, LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series #Reach (the “SharesSeries #Reach Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $4.80 per Share Series #Reach Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2October 15, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇▇ HoldingsCompound Asst Management, Inc.LLC, the Manager managing member of the Company and Series #Reach (the “Manager,” and together with the Series and ▇▇▇▇▇, the “▇▇▇▇▇ Parties”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of up to 10,000 Shares 100,000 Series #Reach Interests for a maximum aggregate gross proceeds of $480,000 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series #Reach Interests are being offered pursuant to an offering circular, dated [February *], as amended from time to time 2020 (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, copies of the Offering StatementCircular, including the exhibits thereto, the Offering Materials (as defined in the Offering Circular), and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2discretion. If the Manager accepts the subscription of the Purchaser with respect to a portion of the Sharesan initial Closing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Compound Projects, LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Gallery Drop 023, a series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Gallery Drop 023 (the “SharesSeries Gallery Drop 023 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $19 per Share Series Gallery Drop 023 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, Inc., the managing member of the Company and Series Gallery Drop 023 (the “▇▇▇▇▇ PartiesManager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 790 Series Gallery Drop 023 Interests for minimum aggregate proceeds of $15,010 (the “Minimum Offering Amount”) and up to 10,000 Shares 1,000 Series Gallery Drop 023 Interests for a maximum aggregate gross proceeds of $19,000 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Gallery Drop 023 Interests are being offered pursuant to an offering circular, dated ___________, 2020, as amended and supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in copies of the Offering Circular), the exhibits thereto and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion, such date not to exceed the date which is 18 months from the date the Offering Circular or amendment thereto, as applicable, is qualified by the SEC (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Gallery LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Gallery Drop 058, a series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Gallery Drop 058 (the “SharesSeries Gallery Drop 058 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $10.00 per Share Series Gallery Drop 058 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, Inc., the managing member of the Company and Series Gallery Drop 058 (the “▇▇▇▇▇ PartiesManager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 2,126 Series Gallery Drop 058 Interests for minimum aggregate proceeds of $21,260 (the “Minimum Offering Amount”) and up to 10,000 Shares 2,240 Series Gallery Drop 058 Interests for a maximum aggregate gross proceeds of $22,400 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Gallery Drop 058 Interests are being offered pursuant to an offering circular, dated ___________, 2020, as amended and supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in copies of the Offering Circular), the exhibits thereto and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion, such date not to exceed the date which is 18 months from the date the Offering Circular or amendment thereto, as applicable, is qualified by the SEC (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Gallery LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Gallery Drop 039, a series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Gallery Drop 039 (the “SharesSeries Gallery Drop 039 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $10.00 per Share Series Gallery Drop 039 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, Inc., the managing member of the Company and Series Gallery Drop 039 (the “▇▇▇▇▇ PartiesManager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 6,250 Series Gallery Drop 039 Interests for minimum aggregate proceeds of $62,500 (the “Minimum Offering Amount”) and up to 10,000 Shares 6,750 Series Gallery Drop 039 Interests for a maximum aggregate gross proceeds of $67,500 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Gallery Drop 039 Interests are being offered pursuant to an offering circular, dated ___________, 2020, as amended and supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in copies of the Offering Circular), the exhibits thereto and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion, such date not to exceed the date which is 18 months from the date the Offering Circular or amendment thereto, as applicable, is qualified by the SEC (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Gallery LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from ▇▇▇▇▇ App LLC - ▇▇▇▇▇ Arrived Homes II Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”)[*] LLC, a series registered under ▇▇▇▇▇ App Series of Arrived Homes II, LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Arrived Homes II Series [*] LLC (the “SharesSeries [*] Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $10.00 per Share Series [*] Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 7, 20202022, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇▇ Arrived Holdings, Inc., the Manager managing member of the Company and of Arrived Homes II Series [*] LLC (the “Manager,” and together with the Series and ▇▇▇▇▇, the “▇▇▇▇▇ Parties”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of up to 10,000 Shares [*] Series [*] Interests for a maximum aggregate gross proceeds of $[*] (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series [*] Interests are being offered pursuant to an offering circular, dated April [*], as amended from time to time 2022 (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, copies of the Offering StatementCircular, including the exhibits thereto, the Offering Materials (as defined in the Offering Circular), and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2discretion. If the Manager accepts the subscription of the Purchaser with respect to a portion of the Sharesan initial Closing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Arrived Homes II, LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Gallery Drop 086, a series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Gallery Drop 086 (the “SharesSeries Gallery Drop 086 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $10.00 per Share Series Gallery Drop 086 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, Inc., the managing member of the Company and Series Gallery Drop 086 (the “▇▇▇▇▇ PartiesManager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 9,000 Series Gallery Drop 086 Interests for minimum aggregate proceeds of $90,000 (the “Minimum Offering Amount”) and up to 10,000 Shares 9,470 Series Gallery Drop 086 Interests for a maximum aggregate gross proceeds of $94,700 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Gallery Drop 086 Interests are being offered pursuant to an offering circular, dated ___________, as amended and supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in copies of the Offering Circular), the exhibits thereto and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion, such date not to exceed the date which is 18 months from the date the Offering Circular or amendment thereto, as applicable, is qualified by the SEC (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Gallery LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Collection Drop 001, a Series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Collection LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Collection Drop 001 (the “SharesSeries Collection Drop 001 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $25 per Share Series Collection Drop 001 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2October 10, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇HoldingsWealth, Inc., the Manager managing member of the Company and Series Collection Drop 001 (the “Manager,” and together with the Series and ▇▇▇▇▇, the “▇▇▇▇▇ Parties”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 560 Series Collection Drop 001 Interests for minimum aggregate proceeds of $14,000 (the “Minimum Offering Amount”) and up to 10,000 Shares 600 Series Collection Drop 001 Interests for a maximum aggregate gross proceeds of $15,000 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Collection Drop 001 Interests are being offered pursuant to an offering circular, dated ___________, as amended from time to time 2019 (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, copies of the Offering StatementCircular, including the exhibits thereto, the Offering Materials (as defined in the Offering Circular), and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Collection LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Gallery Drop 050, a series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Gallery Drop 050 (the “SharesSeries Gallery Drop 050 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $10.00 per Share Series Gallery Drop 050 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, Inc., the managing member of the Company and Series Gallery Drop 050 (the “▇▇▇▇▇ PartiesManager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 2,500 Series Gallery Drop 050 Interests for minimum aggregate proceeds of $25,000 (the “Minimum Offering Amount”) and up to 10,000 Shares 2,950 Series Gallery Drop 050 Interests for a maximum aggregate gross proceeds of $29,500 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Gallery Drop 050 Interests are being offered pursuant to an offering circular, dated ___________, 2020, as amended and supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in copies of the Offering Circular), the exhibits thereto and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion, such date not to exceed the date which is 18 months from the date the Offering Circular or amendment thereto, as applicable, is qualified by the SEC (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Gallery LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from ▇▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇Arrived Seattle Fund, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Common Shares in the Series Arrived Seattle Fund, LLC (the “Common Shares”) set forth on the signature page front of this Subscription Agreement subscription agreement (this the “Subscription Agreement”) at a purchase price of $10.00 per Share Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement of the Amended and in the Restated Operating Agreement of governing the SeriesCompany, dated Octo- ber 2April 14, 20202025, as may be amended from time to time (the “Operating Agreement”), a copy of which is posted on the Company’s online investment platform ▇▇▇.▇▇▇▇▇▇▇.▇▇▇ (the “Arrived Platform”) and which the Purchaser acknowledges he or she or it has received and reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇▇ HoldingsArrived Fund Manager, Inc.LLC, the Manager of the Series non-member manager (the “Manager,” and together with the Series and ▇▇▇▇▇, the “▇▇▇▇▇ Parties”) of Arrived Seattle Fund, LLC by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of up to 10,000 3,500,000 Common Shares for a maximum aggregate gross proceeds of $35,000,000 (the “Maximum Offering Amount”). 1.2. The Purchaser understands that the Common Shares are being offered pursuant to an offering circular, dated April 25, as amended from time to time 2025 (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, copies of the Offering Statement, including Circular and the exhibits thereto, the Offering Materials (as defined in the Offering Circular), and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2discretion. If an initial Closing has not occurred, the Offering shall be terminated upon (i) the date immediately following the date one week prior to three months after the date the offering begins or (ii) any date on which the Manager accepts elects to terminate the subscription of the Purchaser with respect to a portion of the Shares, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which shall be made by the Manager Offering in its sole discretion at any time until (the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for which the Manager has accepted the Purchaser ’s subscription (each, a “Clos- ingDate) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Arrived Seattle Fund, LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Gallery Drop 062, a series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Gallery Drop 062 (the “SharesSeries Gallery Drop 062 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $10.00 per Share Series Gallery Drop 062 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, Inc., the managing member of the Company and Series Gallery Drop 062 (the “▇▇▇▇▇ PartiesManager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 1,540 Series Gallery Drop 062 Interests for minimum aggregate proceeds of $15,400 (the “Minimum Offering Amount”) and up to 10,000 Shares 1,620 Series Gallery Drop 062 Interests for a maximum aggregate gross proceeds of $16,200 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Gallery Drop 062 Interests are being offered pursuant to an offering circular, dated ___________, 2020, as amended and supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in copies of the Offering Circular), the exhibits thereto and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion, such date not to exceed the date which is 18 months from the date the Offering Circular or amendment thereto, as applicable, is qualified by the SEC (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Gallery LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Gallery Drop 018, a series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Gallery Drop 018 (the “SharesSeries Gallery Drop 018 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $25 per Share Series Gallery Drop 018 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇HoldingsWealth, Inc., the Manager managing member of the Company and Series Gallery Drop 018 (the “Manager,” and together with the Series and ▇▇▇▇▇, the “▇▇▇▇▇ Parties”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 464 Series Gallery Drop 018 Interests for minimum aggregate proceeds of $11,600 (the “Minimum Offering Amount”) and up to 10,000 Shares 480 Series Gallery Drop 018 Interests for a maximum aggregate gross proceeds of $12,000 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Gallery Drop 018 Interests are being offered pursuant to an offering circular, dated ___________, 2020, as amended and supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in copies of the Offering Circular), the exhibits thereto and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion, such date not to exceed the date which is 18 months from the date the Offering Circular or amendment thereto, as applicable, is qualified by the SEC (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Gallery LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Gallery Drop 024, a series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Gallery Drop 024 (the “SharesSeries Gallery Drop 024 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $24 per Share Series Gallery Drop 024 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, Inc., the managing member of the Company and Series Gallery Drop 024 (the “▇▇▇▇▇ PartiesManager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 959 Series Gallery Drop 024 Interests for minimum aggregate proceeds of $23,016 (the “Minimum Offering Amount”) and up to 10,000 Shares 1,000 Series Gallery Drop 024 Interests for a maximum aggregate gross proceeds of $24,000 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Gallery Drop 024 Interests are being offered pursuant to an offering circular, dated ___________, 2020, as amended and supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in copies of the Offering Circular), the exhibits thereto and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion, such date not to exceed the date which is 18 months from the date the Offering Circular or amendment thereto, as applicable, is qualified by the SEC (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Gallery LLC)

Subscription. 1.1. (a) The undersigned (the “Purchaser”), intending to be legally bound, Investor hereby irrevocably subscribes for and agrees to purchase from ▇▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App LLC, a Delaware series limited liability company (“▇▇▇▇▇”), the number of membership interests in the Series (the “Shares”) Shares set forth on the signature page of this Subscription Agreement (this “Subscription Agreement”) hereto at a purchase price of $7.50 per Share for the aggregate purchase price set forth on the signature page of this Subscription Agreement such share (the “Subscription Per Share Purchase Price”) and ), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth in this Agreement and in herein. The aggregate purchase price for the Operating Agreement of the Series, dated Octo- ber 2, 2020, as may be amended from time Shares with respect to time each Investor (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 ▇▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, the “▇▇▇▇▇ PartiesPurchase Price”) is payable in accordance with and subject to the terms and conditions described manner provided in this Subscription Agreement, relating to the offering by the Series (the “Offering”Section 2(a) of up to 10,000 Shares for a maximum aggregate gross proceeds of (“Maximum Offering Amount”)below. 1.2. The Purchaser (b) Investor understands that the Shares are being offered pursuant to an offering circularthe Offering Circular dated ______ __, dated 2020 and its exhibits (collectively, as amended from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), ) as filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentsubscribing to the Offering, the Purchaser Investor acknowledges that the Purchaser Investor has received and reviewed this Subscrip- tion Agreement, a copy of the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in the Offering Circular), Circular and any other information required by the Purchaser Investor to make an investment decision with respect to the Shares. 1.3. Notwithstanding the irrevocable agreement of the Purchaser to purchase the Shares from the Series hereunder, the Series shall have no obligation to sell the Shares or any portion thereof to the Purchaser un- less and until the Manager has accepted the (c) This subscription of the Purchaser with respect to such Shares in accordance with Section 3.1, which acceptance may be accepted or rejected in whole or in part, for all any reason or any portion or all of such Sharesfor no reason, and the determination of which shall be made by the Manager in its sole discretion at any time until the earlier of prior to the Termination Date (as defined below) or hereinafter defined), by the Manager’s rejection of Company at its sole and absolute discretion. In addition, the subscription of the Purchaser with respect Company, at its sole and absolute discretion, may allocate to such Shares in accor - dance with Section 2. If the Manager accepts the subscription of the Purchaser with respect to Investor only a portion of the Shares, the Purchaser shall remain committed to purchase the remainder number of the Shares upon any subsequent accep- tance that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of Shares that may be sold by the Manager Company in this offering shall not exceed $45,000,000 (the “Maximum Offering”). This offering will terminate on the earlier of (i) the Company’s decision to terminate Offering; (ii) September 1, 2020, subject to extension for up to ninety (90) days in the sole discretion of the Company; or (iii) the date on which the Maximum Offering is sold (in either case, the “Termination Date”). The Company may elect at any time to close all or any portion the Purchaser’s subscription for such Shares, the determination of which shall be made by the Manager in its sole discretion this Offering on various dates at any time until the earlier of or prior to the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for which the Manager has accepted the Purchaser ’s subscription (each, a “Clos- ingClosing). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall occur promptly following 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 Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such acceptancetransfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Appears in 1 contract

Sources: Subscription Agreement (Alzamend Neuro, Inc.)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Gallery Drop 107, a series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Gallery Drop 107 (the “SharesSeries Gallery Drop 107 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $10.00 per Share Series Gallery Drop 107 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, Inc., the managing member of the Company and Series Gallery Drop 107 (the “▇▇▇▇▇ PartiesManager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 2,261 Series Gallery Drop 107 Interests for minimum aggregate proceeds of $22,610 (the “Minimum Offering Amount”) and up to 10,000 Shares 2,380 Series Gallery Drop 107 Interests for a maximum aggregate gross proceeds of $23,800 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Gallery Drop 107 Interests are being offered pursuant to an offering circular, dated ____________, as amended and supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in copies of the Offering Circular), the exhibits thereto and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion, such date not to exceed the date which is 18 months from the date the Offering Circular or amendment thereto, as applicable, is qualified by the SEC (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Gallery LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Gallery Drop 053, a series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Gallery Drop 053 (the “SharesSeries Gallery Drop 053 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $10.00 per Share Series Gallery Drop 053 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, Inc., the managing member of the Company and Series Gallery Drop 053 (the “▇▇▇▇▇ PartiesManager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 7,800 Series Gallery Drop 053 Interests for minimum aggregate proceeds of $78,000 (the “Minimum Offering Amount”) and up to 10,000 Shares 7,950 Series Gallery Drop 053 Interests for a maximum aggregate gross proceeds of $79,500 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Gallery Drop 053 Interests are being offered pursuant to an offering circular, dated ___________, 2020, as amended and supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in copies of the Offering Circular), the exhibits thereto and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion, such date not to exceed the date which is 18 months from the date the Offering Circular or amendment thereto, as applicable, is qualified by the SEC (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Gallery LLC)

Subscription. 1.1. (a) The undersigned (the “Purchaser”), intending to be legally bound, Participant hereby irrevocably subscribes for and agrees to purchase from ▇▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App LLC, a Delaware series limited liability company (“▇▇▇▇▇”), the Company such number of membership interests in Offered Shares of restricted Common Stock of the Series (the “Shares”) set forth on the signature page of this Subscription Agreement (this “Subscription Agreement”) Company at a purchase price of per Offered Share for the aggregate purchase price set forth on the signature page of this Subscription Agreement equal to $0.03 (the “Subscription "Offering Price”) and on "), in accordance with the terms and conditions set forth in of this Agreement and the Memorandum. (b) Before this Subscription is considered, the Participant must complete, execute and deliver to the Company the following: (i) This Common Stock Subscription Agreement; ___________ Common Stock Subscription Agreement Participant's Initials Exhibit A-2 TWL Corporation (ii) The Registration Rights Agreement, attached to the Memorandum as Exhibit B (the "Rights Agreement"); (iii) The Certificate of Accredited Investor Status, attached hereto as Annex A and (iv) The Participant's check in the Operating Agreement amount of $1,000,000 in exchange for 33,333,333 Offered Shares purchased, or wire transfer sent according to the Company's instructions set forth hereto in Annex B. (c) This Subscription is irrevocable by the Participant. (d) This Subscription is not transferable or assignable by the Participant. (e) This Subscription may be rejected in whole or in part by the Company in its sole discretion. In the event this Subscription is rejected by the Company, all funds and documents tendered by the Participant shall be returned. (f) The Company's placement agent, Chadbourn Securities, inc., and/or other advisors, placement agents, broker dealers andlor finders (collectively the "Placement Agent") shall receive (x) an aggregate advisory fee equal to 8.0% of the Seriesproceeds raised in this Offering from investors introduced to the Company by Placement Agent, dated Octo- ber 2, 2020, as may be amended from time to time (the “Operating Agreement”), a copy y) an unallocated expense reimbursement of which the Purchaser acknowledges he or she or it has received and reviewed. This subscription is submitted by the Purchaser to ▇▇▇▇▇ Holdings, Inc., the Manager 2.0% of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, the “▇▇▇▇▇ Parties”) proceeds raised in accordance with and subject this Offering from investors introduced to the terms Company by Placement Agent, and conditions described (z) warrants equal to 10% of the number and type of shares sold in this Subscription Agreement, relating Offering from investors introduced to the offering Company by Placement Agent, exercisable at the Series (the “Offering”) of up to 10,000 Shares for a maximum aggregate gross proceeds of (“Maximum Offering Amount”). 1.2Price. The Purchaser understands that Company has also agreed to indenmify the Shares are being offered pursuant to an offering circularPlacement Agent against certain civil liabilities, dated , as amended from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) including liabilities under the Securities Act. The Placement Agent has agreed to offer the Offered Shares on a "best efforts" basis. (g) This Offering, as defined in the Memorandum, is scheduled to remain open until the earlier to occur of (i) the sale of all of the Offered Shares; or (ii) July 7, 2007 (the "Closing Date"); provided, however, that the Company, at its sole election, may extend this Offering up to an additional ninety (90) days. The target Offering is for up to 100,000,000 shares of common stock for an aggregate raise of $3,000,000, and the Company, at its option, may offer up to an additional 100,000,000 shares of common stock for a total maximum aggregate raise of $6,000,000; however, this Offering has no prescribed minimum amount and the Company may accept smaller amounts from participants or have multiple closings of this Offering. (h) Until the registration statement contemplated by the Rights Agreement is declared effective, Participant hereby agrees not to, and will cause its affiliates not to, enter into any "put equivalent position" as such term is defined in Rule 16a-l under the Securities Exchange Act of 19331934, as amended (the “Securities "Exchange Act”). By executing this Subscription Agree- ment, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in the Offering Circular"), and any other information required by the Purchaser to make an investment decision or short sale position with respect to the SharesCompany's securities. 1.3. Notwithstanding the irrevocable agreement of the Purchaser to (i) The purchase the Shares from the Series hereunder, the Series shall have no obligation to sell the Shares or any portion thereof price is payable by check to the Purchaser un- less and until the Manager has accepted the subscription of the Purchaser with respect to such Shares Company's address set forth in accordance with Section 3.1, which acceptance may be for all 5 or any portion or all of such Shares, and the determination of which shall be made by the Manager via a wire transfer instructions set forth in its sole discretion at any time until the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2. If the Manager accepts the subscription of the Purchaser with respect to a portion of the Shares, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which shall be made by the Manager in its sole discretion at any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for which the Manager has accepted the Purchaser ’s subscription (each, a “Clos- ing”) shall occur promptly following such acceptanceAnnex B annexed hereto.

Appears in 1 contract

Sources: Common Stock Subscription Agreement (Linden Asset Management, Inc.)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from ▇▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App LLC, a Delaware series limited liability company (“▇▇▇▇▇”), the number of membership interests in the Series (the “Shares”) set forth on the signature page of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $4.2788 per Share for the aggregate purchase price set forth on the signature page of this Subscription Agreement (the “Subscription Price”) and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the Series, dated Octo- ber October 2, 2020, as 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 ▇▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, the “▇▇▇▇▇ Parties”) in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the offering by the Series (the “Offering”) of up to 10,000 Shares for a maximum aggregate gross proceeds of $42,788 (“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 on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in the Offering Circular), and any other information required by the Purchaser to make an investment decision with respect to the Shares. 1.3. Notwithstanding the irrevocable agreement of the Purchaser to purchase the Shares from the Series hereunder, the Series shall have no obligation to sell the Shares or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made by the Manager in its sole discretion at any time until the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance accordance with Section 2. If the Manager accepts the subscription of the Purchaser with respect to a portion of the Shares, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance acceptance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which shall be made by the Manager in its sole discretion at any time until the earlier of the Termination Date or the Man - agerManager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for which the Manager has accepted the Purchaser Purchaser’s subscription (each, a “Clos- ingClosing”) shall occur promptly following such acceptance.

Appears in 1 contract

Sources: Subscription Agreement (Landa App LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Gallery Drop 109, a series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Gallery Drop 109 (the “SharesSeries Gallery Drop 109 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $10.00 per Share Series Gallery Drop 109 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, Inc., the managing member of the Company and Series Gallery Drop 109 (the “▇▇▇▇▇ PartiesManager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 3,075 Series Gallery Drop 109 Interests for minimum aggregate proceeds of $30,750 (the “Minimum Offering Amount”) and up to 10,000 Shares 3,240 Series Gallery Drop 109 Interests for a maximum aggregate gross proceeds of $32,400 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Gallery Drop 109 Interests are being offered pursuant to an offering circular, dated ____________, as amended and supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in copies of the Offering Circular), the exhibits thereto and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion, such date not to exceed the date which is 18 months from the date the Offering Circular or amendment thereto, as applicable, is qualified by the SEC (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Gallery LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Gallery Drop 105, a series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Gallery Drop 105 (the “SharesSeries Gallery Drop 105 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $10.00 per Share Series Gallery Drop 105 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, Inc., the managing member of the Company and Series Gallery Drop 105 (the “▇▇▇▇▇ PartiesManager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 6,179 Series Gallery Drop 105 Interests for minimum aggregate proceeds of $61,790 (the “Minimum Offering Amount”) and up to 10,000 Shares 6,500 Series Gallery Drop 105 Interests for a maximum aggregate gross proceeds of $65,000 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Gallery Drop 105 Interests are being offered pursuant to an offering circular, dated ____________, as amended and supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in copies of the Offering Circular), the exhibits thereto and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion, such date not to exceed the date which is 18 months from the date the Offering Circular or amendment thereto, as applicable, is qualified by the SEC (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Gallery LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Gallery Drop 022, a series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Gallery Drop 022 (the “SharesSeries Gallery Drop 022 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $32 per Share Series Gallery Drop 022 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, Inc., the managing member of the Company and Series Gallery Drop 022 (the “▇▇▇▇▇ PartiesManager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 936 Series Gallery Drop 022 Interests for minimum aggregate proceeds of $29,952 (the “Minimum Offering Amount”) and up to 10,000 Shares 1,000 Series Gallery Drop 022 Interests for a maximum aggregate gross proceeds of $32,000 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Gallery Drop 022 Interests are being offered pursuant to an offering circular, dated ___________, 2020, as amended and supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in copies of the Offering Circular), the exhibits thereto and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion, such date not to exceed the date which is 18 months from the date the Offering Circular or amendment thereto, as applicable, is qualified by the SEC (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Gallery LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Gallery Drop 072, a series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Gallery Drop 072 (the “SharesSeries Gallery Drop 072 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $10.00 per Share Series Gallery Drop 072 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, Inc., the managing member of the Company and Series Gallery Drop 072 (the “▇▇▇▇▇ PartiesManager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 28,000 Series Gallery Drop 072 Interests for minimum aggregate proceeds of $280,000 (the “Minimum Offering Amount”) and up to 10,000 Shares 29,750 Series Gallery Drop 072 Interests for a maximum aggregate gross proceeds of $297,500 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Gallery Drop 072 Interests are being offered pursuant to an offering circular, dated ___________, as amended and supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in copies of the Offering Circular), the exhibits thereto and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion, such date not to exceed the date which is 18 months from the date the Offering Circular or amendment thereto, as applicable, is qualified by the SEC (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Gallery LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Gallery Drop 041, a series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Gallery Drop 041 (the “SharesSeries Gallery Drop 041 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $1.00 per Share Series Gallery Drop 041 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, Inc., the managing member of the Company and Series Gallery Drop 041 (the “▇▇▇▇▇ PartiesManager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 4,970 Series Gallery Drop 041 Interests for minimum aggregate proceeds of $4,970 (the “Minimum Offering Amount”) and up to 10,000 Shares 5,500 Series Gallery Drop 041 Interests for a maximum aggregate gross proceeds of $5,500 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Gallery Drop 041 Interests are being offered pursuant to an offering circular, dated ___________, 2020, as amended and supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in copies of the Offering Circular), the exhibits thereto and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion, such date not to exceed the date which is 18 months from the date the Offering Circular or amendment thereto, as applicable, is qualified by the SEC (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Gallery LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Gallery Drop 118, a series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Gallery Drop 118 (the “SharesSeries Gallery Drop 118 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $1 per Share Series Gallery Drop 118 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, Inc., the managing member of the Company and Series Gallery Drop 118 (the “▇▇▇▇▇ PartiesManager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 28,546 Series Gallery Drop 118 Interests for minimum aggregate proceeds of $28,546 (the “Minimum Offering Amount”) and up to 10,000 Shares 30,000 Series Gallery Drop 118 Interests for a maximum aggregate gross proceeds of $30,000 (“Maximum Offering Amount”). The Company has authorized the issuance of up to 30,000 Series Gallery Drop 118 Interests. 1.2. The Purchaser understands that the Shares Series Gallery Drop 118 Interests are being offered pursuant to an offering circular, dated ____________, as amended and supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in copies of the Offering Circular), the exhibits thereto and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion, such date not to exceed the date which is 18 months from the date the Offering Circular or amendment thereto, as applicable, is qualified by the SEC (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Gallery LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Gallery Drop 051, a series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Gallery Drop 051 (the “SharesSeries Gallery Drop 051 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $10.00 per Share Series Gallery Drop 051 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, Inc., the managing member of the Company and Series Gallery Drop 051 (the “▇▇▇▇▇ PartiesManager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 2,900 Series Gallery Drop 051 Interests for minimum aggregate proceeds of $29,000 (the “Minimum Offering Amount”) and up to 10,000 Shares 3,100 Series Gallery Drop 051 Interests for a maximum aggregate gross proceeds of $31,000 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Gallery Drop 051 Interests are being offered pursuant to an offering circular, dated ___________, 2020, as amended and supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in copies of the Offering Circular), the exhibits thereto and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion, such date not to exceed the date which is 18 months from the date the Offering Circular or amendment thereto, as applicable, is qualified by the SEC (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Gallery LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from ▇▇▇▇▇ App LLC - ▇▇▇▇▇ Arrived Homes Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”)Soapstone LLC, a series registered under ▇▇▇▇▇ App Series of Arrived Homes, LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Arrived Homes Series Soapstone LLC (the “SharesSeries Soapstone Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $10.00 per Share Series Soapstone Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2July 13, 2020, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇▇ Arrived Holdings, Inc., the Manager managing member of the Company and of Arrived Homes Series Soapstone LLC (the “Manager,” and together with the Series and ▇▇▇▇▇, the “▇▇▇▇▇ Parties”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of up to 10,000 Shares 23,000 Series Soapstone Interests for a maximum aggregate gross proceeds of $230,000 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Soapstone Interests are being offered pursuant to an offering circular, dated [*], as amended from time to time 2020 (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, copies of the Offering StatementCircular, including the exhibits thereto, the Offering Materials (as defined in the Offering Circular), and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2discretion. If the Manager accepts the subscription of the Purchaser with respect to a portion of the Sharesan initial Closing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Arrived Homes, LLC)

Subscription. 1.1(a) Subject to the terms and conditions of this Agreement, the Company shall sell to the Purchaser and the Purchaser shall purchase from the Company, for an aggregate purchase price of $15,000,000, 150,000 shares of Series A Preferred Stock (the "Preferred Shares") at a stated price of $100 per ---------------- share (such $15,000,000 amount, as adjusted pursuant to this paragraph (a), the "Committed Amount"). The undersigned Committed Amount shall be reduced by $1.00 for every ---------------- $2.00 of gross proceeds received by the Company from the sale of Series A Preferred Stock in the rights offering described in the Plan Term Sheet. Upon any adjustment of the Committed Amount, the number of Preferred Shares to be purchased and sold at the Closing (as defined in paragraph (d) below) shall be proportionately reduced. (b) At the Closing, the Company shall issue to the Purchaser, for no additional consideration, warrants (the “Purchaser”)"Warrants") to -------- purchase shares of the common stock of the reorganized Company (the "New Common ---------- Stock") constituting 1% of the equity of the reorganized Company as set forth in ----- the Plan Term Sheet, intending provided, however, that if the Committed Amount and the number of Preferred Shares to be legally boundpurchased and sold at the Closing shall be reduced pursuant to paragraph (a) above, hereby irrevocably agrees the number of Warrants issuable at the Closing shall be proportionately reduced. (c) At the Closing, the Company shall issue to purchase from ▇▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇. ▇▇▇▇▇▇, ▇▇, ▇▇▇ III (the “Series”), a series registered under ▇▇▇▇▇ App LLC, a Delaware series limited liability company (“"▇▇▇▇▇▇"), in consideration for the number of membership interests in the Series (the “Shares”) purchase commitment set forth on ------ in this Agreement, shares of New Common Stock constituting 1% of the signature page equity of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of per Share for the aggregate purchase price set forth on the signature page of this Subscription Agreement (the “Subscription Price”) and on the terms and conditions reorganized Company as set forth in this Agreement and in the Operating Agreement Plan Term Sheet (such shares of the SeriesNew Common Stock, dated Octo- ber 2, 2020, as 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 ▇▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series Preferred Shares and ▇▇▇▇▇the Warrants, the “▇▇▇▇▇ Parties”) in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the offering by the Series (the “Offering”) of up to 10,000 Shares for a maximum aggregate gross proceeds of (“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 on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”"Securities"). By executing this Subscription Agree- ment, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials ---------- (as defined in the Offering Circular), and any other information required by the Purchaser to make an investment decision with respect to the Shares. 1.3. Notwithstanding the irrevocable agreement of the Purchaser to purchase the Shares from the Series hereunder, the Series shall have no obligation to sell the Shares or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made by the Manager in its sole discretion at any time until the earlier of the Termination Date (as defined belowd) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2. If the Manager accepts the subscription of the Purchaser with respect to a portion of the Shares, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which shall be made by the Manager in its sole discretion at any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the purchase and sale of any Shares for which the Manager has accepted Securities (the Purchaser ’s subscription (each, a “Clos- ing”"Closing") shall occur promptly following such acceptancetake place substantially concurrently with the other ------- transactions contemplated by the Plan to take place on the effective date of the Plan (the "Plan Effective Date"), including the cancellation of the Notes and ------------------- the Company's existing equity securities and the issuance of the New Common Stock.

Appears in 1 contract

Sources: Subscription Agreement (Itc Deltacom Inc)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Gallery Drop 113, a series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Gallery Drop 113 (the “SharesSeries Gallery Drop 113 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $10.00 per Share Series Gallery Drop 113 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, Inc., the managing member of the Company and Series Gallery Drop 113 (the “▇▇▇▇▇ PartiesManager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 5,500 Series Gallery Drop 113 Interests for minimum aggregate proceeds of $55,000 (the “Minimum Offering Amount”) and up to 10,000 Shares 5,790 Series Gallery Drop 113 Interests for a maximum aggregate gross proceeds of $57,900 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Gallery Drop 113 Interests are being offered pursuant to an offering circular, dated ____________, as amended and supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in copies of the Offering Circular), the exhibits thereto and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion, such date not to exceed the date which is 18 months from the date the Offering Circular or amendment thereto, as applicable, is qualified by the SEC (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Gallery LLC)

Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Series Gallery Drop 073, a series of ▇▇▇▇ App LLC - ▇▇▇▇▇ Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ (the “Series”), a series registered under ▇▇▇▇▇ App Gallery LLC, a Delaware series limited liability company (the ▇▇▇▇▇Company”), the number of membership interests Interests in the Series Gallery Drop 073 (the “SharesSeries Gallery Drop 073 Interests”) set forth on the signature page front of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $10.00 per Share Series Gallery Drop 073 Interest for the aggregate purchase price set forth on the signature front page of this Subscription Agreement hereto (the “Subscription Price”) ), and on the terms and conditions set forth in this Agreement and in the Operating Agreement of the SeriesLimited Liability Company Agreement governing the Company, dated Octo- ber 2February 1, 20202019, as 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 reviewedread. This subscription is submitted by the Purchaser to ▇▇▇▇ Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and ▇▇▇▇▇, Inc., the managing member of the Company and Series Gallery Drop 073 (the “▇▇▇▇▇ PartiesManager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Series Company (the “Offering”) of a minimum of 4,428 Series Gallery Drop 073 Interests for minimum aggregate proceeds of $44,280 (the “Minimum Offering Amount”) and up to 10,000 Shares 4,660 Series Gallery Drop 073 Interests for a maximum aggregate gross proceeds of $46,600 (“Maximum Offering Amount”). 1.2. The Purchaser understands that the Shares Series Gallery Drop 073 Interests are being offered pursuant to an offering circular, dated ___________, as amended and supplemented from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agree- mentAgreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscrip- tion Subscription Agreement, the Offering Statement, including the exhibits thereto, the Offering Materials (as defined in copies of the Offering Circular), the exhibits thereto and any other information required by the Purchaser to make an investment decision with respect to the Sharesdecision. 1.3. Notwithstanding the irrevocable agreement The closing of the Purchaser Offering (the “Closing”) will occur on the earliest to purchase occur of (i) the Shares from date subscriptions for the Series hereunder, the Series shall Maximum Offering Amount have no obligation to sell the Shares been accepted or any portion thereof to the Purchaser un- less 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 for all or any portion or all of such Shares, and the determination of which shall be made (ii) a date determined by the Manager in its sole discretion at any time until discretion, provided that subscriptions for the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accor - dance with Section 2Minimum Offering Amount have been accepted. If the Manager accepts the subscription of the Purchaser with respect to a portion of the SharesClosing has not occurred, the Purchaser shall remain committed to purchase the remainder of the Shares upon any subsequent accep- tance by the Manager of all or any portion the Purchaser’s subscription for such Shares, the determination of which Offering shall be made terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion at discretion, or (ii) any time until the earlier of the Termination Date or the Man - ager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with Section 2. The closing of the sale of any Shares for date on which the Manager has accepted elects to terminate the Purchaser ’s subscription Offering in its sole discretion, such date not to exceed the date which is 18 months from the date the Offering Circular or amendment thereto, as applicable, is qualified by the SEC (each, a the Clos- ingTermination Date) shall occur promptly following such acceptance).

Appears in 1 contract

Sources: Subscription Agreement (Otis Gallery LLC)