Subscription. (a) The Subscriber hereby commits to purchase _____________ shares (the “Shares”) of Class _________ Stock of the Company (Class A must subscribe to a minimum of 2,500 shares), at a purchase price of $4.00 per share, for a total purchase price of $_____________________, upon the terms and conditions set forth herein (the or this “Subscription”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.” (b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits (the “Offering Circular”), as filed with the SEC. A full description of the Securities and the Offering is set forth in the Offering Circular. By subscribing to the Offering, the Subscriber acknowledges that he/she/it has received and reviewed a copy of the Offering Circular and any other information requested by the Subscriber in writing to make an investment decision with respect to the Securities. (c) This Subscription may be accepted or rejected, in whole or in part, by the Company in its sole discretion. In addition, the Company, in its sole discretion, may allocate to the Subscriber only a portion of the number of Shares subscribed for. The Company will notify the Subscriber whether this Subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it without interest and all of the Subscriber’s obligations hereunder shall terminate. (d) The maximum number of shares of the Company’s common stock that may be sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum Shares”). The Company may accept subscriptions until twelve months following the date of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of shares is required to be sold. (e) In the event of a rejection of this Subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to the Subscriber is not consummated for any reason, this Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advance, an agreement acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Agreement.
Appears in 1 contract
Samples: Common Stock Subscription Agreement (Feel the World, Inc.)
Subscription. 1.1. The undersigned (a) The Subscriber the “Purchaser”), intending to be legally bound, hereby commits irrevocably agrees to purchase _____________ shares from Xxxxx App LLC - Xxxxx Series 000 Xxxxxx Xxxxxx (the “Series”), a series registered under Xxxxx App LLC, a Delaware series limited liability company (“Xxxxx”), the number of membership interests in the Series (the “Shares”) set forth on the signature page of Class _________ Stock of the Company this Subscription Agreement (Class A must subscribe to a minimum of 2,500 shares), this “Subscription Agreement”) at a purchase price of $4.00 5.2515 per shareShare 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 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 Xxxxx Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and Xxxxx, the “Xxxxx 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 total purchase price 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 ____________, upon the terms and conditions set forth herein (the or this “Subscription”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred 2021, as amended from time to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits time (the “Offering Circular”), as 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 full description of (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscription Agreement, the Offering is set forth Statement, including the exhibits thereto, the Offering Materials (as defined in the Offering Circular. By subscribing to the Offering), the Subscriber acknowledges that he/she/it has received and reviewed a copy of the Offering Circular and any other information requested required by the Subscriber in writing Purchaser to make an investment decision with respect to the SecuritiesShares.
(c) This Subscription 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 unless and until the Manager has accepted the subscription of the Purchaser with respect to such Shares in accordance with Section 3.1, which acceptance may be accepted for all or rejectedany portion or all of such Shares, in whole or in part, and the determination of which shall be made by the Company Manager in its sole discretiondiscretion 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 accordance with Section 2. In addition, If the Company, in its sole discretion, may allocate Manager accepts the subscription of the Purchaser with respect to the Subscriber only a portion of the number of Shares subscribed for. The Company will notify Shares, the Subscriber whether this Subscription is accepted (whether in whole or in part) or rejected, within 30 days Purchaser shall remain committed to purchase the remainder of the receipt Shares upon any subsequent acceptance by the Manager of all or any portion the fully-executed Agreement and tender of funds. If the Subscription is rejectedPurchaser’s subscription for such Shares, the Subscriber’s payment (or portion thereof if partially rejected) will determination of which shall be returned to him/her/it without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum number of shares of the Company’s common stock that may be sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum Shares”). The Company may accept subscriptions until twelve months following the date of the Offering Circular, unless otherwise extended made by the Company Manager in its sole discretion at any time until the earlier of the Termination Date or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretionSection 2. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number closing of shares is required to be sold.
(e) In the event of a rejection of this Subscription in its entirety, or in the event the sale of the any Shares (or any portion thereof) to the Subscriber is not consummated for any reason, this Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advance, an agreement acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee Manager has accepted the Purchaser’s subscription (each, a “Closing”) shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Agreementoccur promptly following such acceptance.
Appears in 1 contract
Subscription. (a) The Subscriber undersigned (individually and/or collectively, the “Participant”) hereby commits applies to purchase shares of restricted Common Stock (the “Shares” or the “Common Stock”) of Trxade Group, Inc., a Delaware corporation (the “Company”), in accordance with the terms and conditions of: (1) this Subscription Agreement (the “Subscription”), which is attached as Exhibit B to the Company’s Confidential Private Placement Memorandum, dated September 2, 2014 (the “Memorandum”); (2) the Rights Agreement (the “Rights Agreement”), which attached to the Memorandum as Exhibit C, and (3) the Warrant Agreement (“Warrant Agreement”), attached hereto as Exhibit D.
(b) Before this Subscription is considered, the Participant must complete, execute and deliver to the Company the following:
(i) This Subscription;
(ii) The Certificate of Accredited Investor Status, attached hereto as Exhibit A;
(iii) The Rights Agreement, attached hereto as Exhibit C;
(iv) The Warrant Agreement, attached hereto as Exhibit D, to purchase twenty-five percent (25%) of the total number of shares purchased under 1(b)(v) below, and
(v) The Participant’s check in the amount of $__________ in exchange for ______________ shares Shares purchased, or wire transfer sent according to the Company’s instructions.
(c) This Subscription is irrevocable by the Participant.
(d) This Subscription is not transferable or assignable by the Participant.
(e) This Subscription may be rejected in whole or in part by the Company in its sole discretion prior to the Closing Date (as defined in Section 1(g) hereof), regardless of whether Participant’s funds have theretofore been deposited by the Company). Participant’s execution and delivery of this Subscription will not constitute an agreement between the undersigned and the Company until this Agreement has been accepted and executed by the Company. In the event this Subscription is rejected by the Company, all funds and documents tendered by the Participant shall be returned and the parties' obligations hereunder, shall terminate.
(f) The Company not engaged a placement agent for his Offering.
(g) This Offering, as defined in the Memorandum, is scheduled to close no later than September 30, 2014 at 5:00 P.M. Eastern Standard Time (the “SharesClosing 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 2,000,000 shares of Class _________ Common Stock, but this offering has no prescribed minimum amount and the Company may accept lessor amounts from investors or have multiple closings of this offering, or subsequent closings of the same offering past the Closing Date.
(h) As described above, and in the Warrant Agreement, attached hereto as Exhibit D, Participant shall receive a Warrant to purchase shares of Common Stock of the Company totaling twenty-five percent (Class A must subscribe to 25%) of the total Shares purchased by Participant. These shares shall have a minimum five (5) year term and an exercise price of 2,500 sharesone cent ($0.01), at a purchase price pursuant to the terms and conditions of $4.00 per share, for a total purchase price of $the Warrant Agreement. ______________________ Subscription Agreement Participant’s Initials 1 Trxade Group, upon the terms and conditions set forth herein (the or this “Subscription”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits (the “Offering Circular”), as filed with the SEC. A full description of the Securities and the Offering is set forth in the Offering Circular. By subscribing to the Offering, the Subscriber acknowledges that he/she/it has received and reviewed a copy of the Offering Circular and any other information requested by the Subscriber in writing to make an investment decision with respect to the Securities.
(c) This Subscription may be accepted or rejected, in whole or in part, by the Company in its sole discretion. In addition, the Company, in its sole discretion, may allocate to the Subscriber only a portion of the number of Shares subscribed for. The Company will notify the Subscriber whether this Subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum number of shares of the Company’s common stock that may be sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum Shares”). The Company may accept subscriptions until twelve months following the date of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of shares is required to be sold.
(e) In the event of a rejection of this Subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to the Subscriber is not consummated for any reason, this Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advance, an agreement acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Agreement.Inc.
Appears in 1 contract
Subscription. (a) The Subscriber undersigned (“Subscriber”) hereby commits irrevocably subscribes for and agrees to purchase _$____________ shares in membership interests (the “SharesSecurities”) ), of Class _________ Stock of Rock Fund VII-A, LLC, a Delaware limited liability company (the Company (Class A must subscribe to a minimum of 2,500 shares“Company”), at a purchase price of $4.00 per share, for a total purchase price of $______________________ (the “Purchase Price”), upon the terms and conditions set forth herein (the or this “Subscription”)herein. The total purchase price rights, preferences and privileges related to the Securities are set forth in the Operating Agreement for the Subscription Company which is payable in attached as Exhibit 2.2 to the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred Offering Statement filed with the SEC, pursuant to herein as the “Securities.”
(b) The Subscriber understands that which the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits for sale (the “Offering CircularStatement”).
(b) By executing this Subscription Agreement, as filed with the SEC. A full description of the Securities and the Offering is set forth in the Offering Circular. By subscribing to the Offering, the Subscriber acknowledges that he/she/it Subscriber has received and reviewed this Subscription Agreement, a copy of the Offering Circular Statement, and any other information requested required by the Subscriber in writing to make an investment decision with respect decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the SecuritiesOperating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement.
(c) This Subscription may be accepted or rejected, rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company in at its sole discretion. In addition, the Company, in at its sole discretion, may allocate to the Subscriber only a portion of the number amount of Shares Securities Subscriber has subscribed for. The Company will notify the Subscriber whether this Subscription subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it Subscriber without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum aggregate number of shares of the Company’s common stock that may be Securities sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock $50,000,000 (collectively, the “Maximum SharesOffering”). The Company may accept subscriptions until twelve months following the date of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought required to sell the Maximum Shares maximum amount of the Securities, or such shorter period if required by applicable law (the “Termination Date”). Once acceptedProviding that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the Company may immediately use elect at any time to close all or any portion of this offering, on various dates at or prior to the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of shares is required to be sold(each a “Closing Date”).
(e) In the event of a rejection of this Subscription subscription in its entirety, or in the event the sale of the Shares Securities (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advance, an agreement acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Agreement.
Appears in 1 contract
Subscription. (a) The Subscriber undersigned (“Subscriber”) hereby commits subscribes for and agrees to purchase _____________ shares Class A Common Stock (the “SharesSecurities”) ), of Class _________ Stock of Max International, Inc. a Utah corporation (the Company (Class A must subscribe to a minimum of 2,500 shares“Company”), at a purchase price of $4.00 8.333352 per share, for a total purchase price share of $_____________________Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein (the or this “Subscription”)herein. The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares Class A Common Stock being subscribed for under this Subscription Agreement are sometimes is also referred to herein as the “Securities.” The rights of the Securities are as set forth in the Certificate of Conversion dated February 16, 2023 and the Articles of Incorporation dated February 16, 2023 filed as Exhibits 2.1 and 2.2, respectively, to the Offering Statement of the Company filed with the SEC (the “Offering Statement” and the offering of the Securities as described therein, the “Offering”).
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as filed with the SEC. A full description of the Securities and the Offering is set forth in the Offering Circularmay be amended from time to time. By subscribing to the Offeringexecuting this Subscription Agreement as provided herein, the Subscriber acknowledges that he/she/it Subscriber has received and reviewed a copy access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information requested required by the Subscriber in writing to make an investment decision with respect to the Securitiesdecision.
(c) This The parties acknowledge that, concurrently with Subscriber's subscribing to the Offering and executing this Subscription Agreement, Subscriber has also agreed to be party to a Statement of Account (Custody), between Subscriber and North Capital Private Securities Corporation, as custodian for the Securities (“North Capital” or “Custodian” and with such agreement being the “Custody Agreement”). By executing this Subscription Agreement, the Subscriber is agreeing, for the benefit of the Company, that all Securities being acquired as part of the Offering shall be held by and in the name of North Capital, as custodian for the Subscriber, under the terms of the Custody Agreement, and that the books and records of the Company will reflect the Custodian as the holder of record of such Securities, with the Subscriber being the beneficial owner thereof.
(d) The Subscriber’s subscription may be accepted or rejected, rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company in at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, in at its sole discretion, may allocate to the Subscriber only a portion of the number of Shares Securities Subscriber has subscribed for. The Company will notify the Subscriber whether this Subscription subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it Subscriber without interest and all of the Subscriber’s obligations hereunder shall terminate.
(de) The maximum aggregate number of shares of the Company’s common stock that may be Securities sold in this Offering shall not exceed 500,000 3,599,992 shares of Class A Stock and 250,000 shares of Class B Common Stock (collectively, the “Maximum SharesOffering”). The Company may accept subscriptions until twelve months following the date termination of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares its terms (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect at any time to set an earlier close all or any portion of this offering, on various dates at or prior to the Termination Date and end the Offering. No minimum number of shares is required to be sold(each a “Closing Date”).
(ef) In the event of a rejection of this Subscription subscription in its entirety, or in the event the sale of the Shares Securities (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(fg) The terms of this Subscription Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, Company in advance, advance an agreement instrument in a form acceptable to the CompanyCompany and North Capital (a “Transfer Instrument”), each in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the Subscriber, terms of this Subscription Agreement and the Custody Agreement, including the Transferee’s agreement that (A) such Securities through an account with the Custodian and (B) that the Custodian will be the holder of record of the Securities on the books and records of the Company. The Company will provide a sample Transfer Instrument upon request of the Subscriber sent to the Company’s Secretary by written notice sent in accordance with Section 7.
Appears in 1 contract
Subscription. (a) The Subscriber undersigned (“Subscriber”) hereby commits irrevocably subscribes for and agrees to purchase _____________ shares Common Stock (the “SharesSecurities”) ), of Class _________ Stock of Sondors Electric Car Company, a Delaware corporation (the Company (Class A must subscribe to a minimum of 2,500 shares“Company”), at a purchase price of $4.00 28.68 per share, for a total purchase price of $_____________________share (the “Per Security Price”), upon the terms and conditions set forth herein herein. The rights of the Common Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Statement of the company filed with the SEC (the or this “SubscriptionOffering Statement”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular offering circular dated ___________May __, 2017, with exhibits 2017 (the “Offering Circular”), as filed with the SEC. A full description SEC as part of the Securities and the Offering is set forth in the Offering CircularStatement. By subscribing to the Offeringexecuting this Subscription Agreement, the Subscriber acknowledges that he/she/it Subscriber has received and reviewed a copy this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information requested required by the Subscriber in writing to make an investment decision with respect to the Securitiesdecision.
(c) This Subscription Subscriber’s subscription may be accepted or rejected, rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company in at its sole discretion. In addition, the Company, in at its sole discretion, may allocate to the Subscriber only a portion of the number of Shares Securities Subscriber has subscribed for. The Company will notify the Subscriber whether this Subscription subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it Subscriber without interest and all of the Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate.
(d) The aggregate number of Securities sold shall not exceed 697,350 shares of Common Stock (the “maximum number of shares of the Company’s common stock that may be sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum Sharesshares”). The Company may accept subscriptions until twelve months following the date of the Offering Circular______, 2017, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect at any time to set an earlier close all or any portion of this offering, on various dates at or prior to the Termination Date and end the Offering. No minimum number of shares is required to be sold(each a “Closing Date”).
(e) In the event of a rejection of this Subscription subscription in its entirety, or in the event the sale of the Shares Securities (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, Company in advance, advance an agreement instrument in a form acceptable to the Company, Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 1 contract
Subscription. (a) The 1.1 Subscriber hereby commits subscribes for and agrees to purchase _____________ the number of post Reverse Split (as hereinafter defined) shares (the “"Shares”") of Class _________ Stock of common shares, $.001 par value per share (the Company (Class A must subscribe to a minimum of 2,500 shares"Common Shares"), of Point Acquisition Corporation, a Nevada corporation (the "Company"), indicated on the signature page attached hereto at a the purchase price of $4.00 per share, for a total purchase price of $_____________________, upon the terms and conditions set forth herein on such signature page (the or this “Subscription”"Purchase Price"). The total purchase price for , such Purchase Price being equal to the Subscription is payable in product of (i) the manner provided in Section 3 below. The number of Common Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits (the “Offering Circular”), as filed with the SEC. A full description of the Securities and the Offering is set forth in the Offering Circular. By subscribing to the Offering, the Subscriber acknowledges that he/she/it has received and reviewed a copy of the Offering Circular and any other information requested by the Subscriber and (ii) $.25. Subscriber has made or will make payment by wire transfer of funds in writing to make an investment decision accordance with respect to instructions from the SecuritiesCompany in the full amount of the Purchase Price of the Common Shares for which Subscriber is subscribing (the "Payment").
(c) 1.2 This Subscription may be accepted or rejected, in whole or in part, Agreement is part of an isolated offering of Common Shares being conducted by the Company in its sole discretion. In additionreliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended ( the "Act"), afforded by Section 4(2) thereunder.
1.3 The Company will hold closing of the offering (the "Closing") at any mutually agreeable time after completion of the Reverse Split, hereinafter sometimes referred to as a "Closing Date." Upon receipt by the Company of the requisite payment for all Common Shares to be purchased by the Subscriber, the CompanyCommon Shares so purchased will be issued in the name of Subscriber, in its sole discretion, may allocate to and the name of the Subscriber only a portion will be registered on the stock transfer books of the number Company as the record owner of Shares subscribed forsuch Common Shares. The Company will notify promptly thereafter issue to the Subscriber whether this Subscription is accepted participating in such closing a stock certificate for the Common Shares so purchased.
1.4 Subscriber hereby agrees to be bound hereby upon (whether in whole or in parti) or rejected, within 30 days execution and delivery to the Company of the receipt of the fully-executed signature page to this Agreement and tender of funds. If (ii) written acceptance on the Subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum number of shares of the Company’s common stock that may be sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum Shares”). The Company may accept subscriptions until twelve months following the date of the Offering Circular, unless otherwise extended Closing Date by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may of Subscriber's subscription, which shall be sought to sell the Maximum Shares (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of shares is required to be sold.
(e) In the event of a rejection of this Subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) confirmed by faxing to the Subscriber is not consummated for any reason, the signature page to this Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have has been executed and delivered to the Company, in advance, an agreement acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Company (the Subscriber and the terms of this Agreement"Subscription").
Appears in 1 contract
Subscription. (a) The Subscriber undersigned (“Subscriber”) hereby commits irrevocably subscribes for and agrees to purchase _____________ shares [SECURITY] (the “SharesSecurities”) ), of Class _________ Stock of [COMPANY], a [STATE AND TYPE] (the Company (Class A must subscribe to a minimum of 2,500 shares“Company”), at a purchase price of $4.00 XXXX per share, for a total purchase price of $_____________________[SECURITY] (the “Per Security Price”), upon the terms and conditions set forth herein (the or this “Subscription”)herein. The total purchase price for the Subscription minimum subscription is payable in the manner provided in Section 3 below[$ MINIMUM]. [The Shares [SECURITY] being subscribed for under this Subscription Agreement and the [OTHER SECURITY] (“[DEFINED]”), issuable upon conversion/exercise of the [SECURITY] are sometimes also referred to herein as the “Securities.”] The rights [and preferences] of the [SECURITY] are as set forth in [constitutive document] [where such document appears; presumably Exhibits] to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular offering circular dated _____________, 2017, with exhibits [DATE] (the “Offering Circular”), as ) filed with the SEC. A full description SEC as part of the Securities and the Offering is set forth in the Offering CircularStatement. By subscribing to the Offeringexecuting this Subscription Agreement, the Subscriber acknowledges that he/she/it Subscriber has received and reviewed a copy this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information requested required by the Subscriber in writing to make an investment decision with respect decision. [It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the SecuritiesOperating Agreement.]
(c) This Subscription The Subscriber’s subscription may be accepted or rejected, rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company in at its sole discretion. In addition, the Company, in at its sole discretion, may allocate to the Subscriber only a portion of the number of Shares Securities Subscriber has subscribed for. The Company will notify the Subscriber whether this Subscription subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it Subscriber without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum aggregate number of shares of the Company’s common stock that may be Securities sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock XXXX (collectively, the “Maximum SharesOffering”). The Company may accept subscriptions until twelve months following the date of the Offering Circular[DATE], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional other period as may be sought required to sell the Maximum Shares Offering (the “Termination Date”). Once acceptedProviding that subscriptions for XXXXXX Securities are received (the “Minimum Offering”), the Company may immediately use elect at any time to close all or any portion of this offering, on various dates at or prior to the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of shares is required to be sold(each a “Closing Date”).
(e) In the event of a rejection of this Subscription subscription in its entirety, or in the event the sale of the Shares Securities (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, Company in advance, advance an agreement instrument in a form acceptable to the Company, Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Samples: Subscription Agreement (Legion M Entertainment, Inc.)
Subscription. (a) The Subscriber hereby commits to purchase _____________ shares (the “Shares”) of Class _________ Stock of the Company (Class A must subscribe to a minimum of 2,500 shares), at a purchase price of $4.00 per share, for a total purchase price of AMOUNT OF INVESTMENT: $_____________________, upon the terms and conditions set forth herein (the or this “Subscription”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _______________
(a) The undersigned (the “Purchaser”) hereby subscribes to become a holder (“Noteholder”) of promissory notes in CF FUND II, 2017LLC, a Pennsylvania limited liability company (the “Company”), and to purchase through his, her or its investment the amount of promissory notes (“Promissory Notes”) as indicated above, all in accordance with exhibits the terms and conditions of this Subscription Agreement, the Promissory Notes, the Certificate of Organization of the Company (the “Articles”), and the Offering Circular (the “Offering Circular”).
(b) The Purchaser acknowledges and agrees that this subscription cannot be withdrawn, as filed with terminated, or revoked. The Purchaser agrees to become a Noteholder and to be bound by all the SEC. A full description terms and conditions of the Securities Promissory Notes. This subscription shall be binding on the heirs, executors, administrators, successors and assigns of the Offering Purchaser. This subscription is set forth not transferable or assignable by the Purchaser, except as expressly provided in the Offering Circular. By subscribing to the Offering, the Subscriber acknowledges that he/she/it has received terms and reviewed a copy conditions of the Offering Circular and any other information requested by the Subscriber in writing to make an investment decision with respect to the Securitiesactual Promissory Notes.
(c) This Subscription subscription may be accepted or rejected, in rejected as a whole or in part, part by the Company in its sole and absolute discretion. In addition, the Company, in its sole discretion, may allocate to the Subscriber only a portion of the number of Shares subscribed for. The Company will notify the Subscriber whether If this Subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription subscription is rejected, the SubscriberPurchaser’s payment (or portion thereof if partially rejected) will funds shall be returned to him/her/it without interest and all the extent of such rejection. This subscription shall be binding on the Company only upon its acceptance of the Subscriber’s obligations hereunder shall terminatesame.
(d) The maximum number Neither the execution nor the acceptance of shares this Subscription Agreement constitutes the Purchaser as a Noteholder, shareholder or secured creditor of the Company. This is an agreement only to purchase the Promissory Notes on a when issued basis; and the Purchaser will become a Noteholder (and not a shareholder or secured creditor) only after the Purchaser’s common stock that funds are duly transferred to the account of the Company and the Promissory Notes are issued thereupon to the Purchaser. Until such time, the Purchaser shall have only those rights as may be sold set forth in this Offering shall not exceed 500,000 shares Subscription Agreement. SUBSCRIPTION AGREEMENT CF FUND II, LLC
(e) The Purchaser’s rights and responsibilities will be governed by the terms and conditions of Class A Stock and 250,000 shares of Class B Stock (collectivelythis Subscription Agreement, the “Maximum Shares”). The Company may accept subscriptions until twelve months following the date of the Offering Circular, unless otherwise extended by and the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Date”)Promissory Notes. Once acceptedIf Purchaser is deemed an Accredited Investor, the Company may immediately use will rely upon the proceeds from information provided in this Subscription for its business needsAgreement to confirm that the Purchaser is an “Accredited Investor” as defined in Regulation D promulgated under the Act. If Purchaser is a non-accredited investor, the Company will rely upon the information provided in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of shares is required to be sold.
(e) In the event of a rejection of this Subscription in its entiretyAgreement to confirm that the Purchaser is sophisticated and meets the non-accredited suitability standards further outlined below, or in that will allow the event the sale of the Shares (or any portion thereof) investor to the Subscriber is not consummated for any reason, this Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effectpurchase Promissory Notes.
(f) The terms Each Purchaser’s Subscription Agreement will be accepted or rejected by the Company within fifteen (15) days or sooner, of this its receipt. If a Purchaser’s funds have not been deposited into the account of the Company and the Purchaser has not been accepted as a Noteholder within fifteen (15) days of delivering the Subscription Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advancethe Company will automatically return the Purchaser his, an agreement acceptable to her, or its funds and revoke the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The Subscriber undersigned (“Subscriber”) hereby commits irrevocably subscribes for and agrees to purchase _____________ shares (each a “Share”) of Common Stock, par value $0.0001 (the “SharesCommon Stock”), of Spirits Capital Corporation, a Delaware corporation (the “Company”) of Class _________ Stock of the Company (Class A must subscribe to a minimum of 2,500 shares), at a purchase price of $4.00 1.75 per share, for a total purchase price of $_____________________Share (the “Per Share Price”), upon the terms and conditions set forth herein (the or this “Subscription”). The total purchase price for the Subscription is payable in the manner provided in Section 3 belowherein. The Shares being subscribed for under this Subscription Agreement are sometimes also referred to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular offering circular dated _____________, 2017, with exhibits 202_ (the “Offering Circular”), as ) filed with the SEC. A full description SEC as part of the Securities and the Offering is set forth in the Offering CircularStatement. By subscribing to the Offeringexecuting this Subscription Agreement, the Subscriber acknowledges that he/she/it Subscriber has received and reviewed a copy this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information requested required by the Subscriber in writing to make an investment decision with respect to the Securitiesdecision.
(c) This Subscription The Subscriber’s subscription may be accepted or rejected, rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company in at its sole discretion. In addition, the Company, in at its sole discretion, may allocate to the Subscriber only a portion of the number of Shares Securities Subscriber has subscribed for. The Company will notify the Subscriber whether this Subscription subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it Subscriber without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum aggregate number of shares of the Company’s common stock that may be Securities sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock 20,000,000 (collectively, the “Maximum SharesOffering”). The Company may accept subscriptions until twelve months following the date of the Offering Circular[DATE], unless otherwise extended earlier terminated by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect at any time to set an earlier close all or any portion of this offering, on various dates at or prior to the Termination Date and end the Offering. No minimum number of shares is required to be sold(each a “Closing Date”).
(e) In the event of a rejection of this Subscription subscription in its entirety, or in the event the sale of the Shares Securities (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advance, an agreement acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Agreement.
Appears in 1 contract
Subscription. (a) The Subscriber undersigned (“Subscriber”) hereby commits irrevocably subscribes for and agrees to purchase Common Stock (the “Securities”), of Enosi Life Sciences Corp., a Delaware corporation (the “Company”), at a purchase price of $___________ per share (the “Per Security Price”) with a minimum purchase of $500 or subject to the discretion of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The rights of the Common Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ shares (the “SharesOffering Circular”), filed with the SEC as part of the Offering Circular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision. Copies of all SEC filings can also be viewed via following the link on the Company’s website to all documents filed with SEC.
(c) Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of Class the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate.
(d) The aggregate number of Securities sold shall not exceed 5,000,000 shares of Common Stock (the “maximum number of shares”). The Company may accept subscriptions until _________ Stock of the Company (Class A must subscribe to a minimum of 2,500 shares), at a purchase price of $4.00 per share, for a total purchase price of $_____________________, upon unless the terms and conditions set forth herein (the or this “Subscription”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits (the “Offering Circular”), as filed with the SEC. A full description earliest of the Securities and the Offering is set forth in the Offering Circular. By subscribing to the Offering, the Subscriber acknowledges that he/she/it has received and reviewed a copy of the Offering Circular and any other information requested by the Subscriber in writing to make an investment decision with respect to the Securities.
(c) This Subscription may be accepted or rejected, in whole or in part, by the Company in its sole discretion. In addition, the Company, in its sole discretion, may allocate to the Subscriber only a portion of the number of Shares subscribed for. The Company will notify the Subscriber whether this Subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum number of shares of the Company’s common stock that may be sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum Shares”). The Company may accept subscriptions until twelve months following the date of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Date”). Once accepted, ) or until the Company may immediately use maximum number of shares under the proceeds from this Subscription for its business needs, in its sole discretionOffering are sold. The Company may elect at any time to set an earlier close all or any portion of this offering, on various dates at or prior to the Termination Date and end the Offering. No minimum number of shares is required to be sold(each a “Closing Date”).
(e) In the event of a rejection of this Subscription subscription in its entirety, or in the event the sale of the Shares Securities (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, Company in advance, advance an agreement instrument in a form acceptable to the Company, Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 1 contract
Subscription. (a) The Subscriber undersigned (whether one or more, hereafter referred to as the “Subscriber”) hereby commits irrevocably subscribes for and agrees to purchase _____________ the number of shares set forth below of the $0.00001 par value Series C Preferred Stock (the “SharesSecurities”, or the “Series C Preferred Stock”) of Class _________ Stock of Coyuchi, Inc., a California corporation (the Company (Class A must subscribe to a minimum of 2,500 shares“Company”), at a purchase price of $4.00 3.60/3.24 per shareshare (the “Per Share Price”), for with a total minimum purchase price of $_____________________450 or higher (“Minimum Purchase”), subject to the discretion of the Company and upon the terms and conditions set forth herein herein. The rights of the Series C Preferred Stock are as set forth in the Fourth Amended and Restated Articles of Incorporation of the Company (as amended, the “Restated Articles”), the Certificate of Determination of Series C Preferred Stock of the Company and the Bylaws of the Company, each included in the Exhibits to the offering circular of the Company filed with the SEC (the or this “SubscriptionOffering Circular”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to in connection with the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits offering (the “Offering”) by the Company of shares of Series C Preferred Stock pursuant to an offering statement dated August 9, 2022 (as amended or supplemented, the “Offering CircularStatement”), as a copy of which has been filed with the SEC. A full description By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Securities and the Offering is set forth in the Offering Circular. By subscribing to , including the OfferingExhibits thereto, the Subscriber acknowledges that he/she/it has received and reviewed a copy of the Offering Circular and any other Offering Materials or other information requested required by the Subscriber in writing to make an investment decision with respect to the Securitiesdecision.
(c) This Subscription Subscriber’s subscription may be accepted or rejected, rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company in Company, at its sole discretion. In addition, the Company, in at its sole discretion, may allocate to the Subscriber only a portion of the number of Shares subscribed forSecurities for which the Subscriber has subscribed. The Company will notify the Subscriber whether this Subscription subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it Subscriber without interest and all of the Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate.
(d) The maximum aggregate number of shares of the Company’s common stock Series C Preferred Stock that may be sold in this the Offering sold shall not exceed 500,000 14,814,815 Series C Preferred Stock shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum Number of Shares”). The There is no minimum offering amount required, and the Company may accept subscriptions until twelve months following the date of the Offering Circular, unless otherwise extended terminated by the Company Company, in its sole discretion discretion, in accordance with applicable SEC regulations for such additional period as may be sought to sell regulations, or until the Maximum Number of Shares under the Offering are sold, whichever shall first occur (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect at any time to set an earlier close all or any portion of this offering, on various dates at or prior to the Termination Date and end the Offering. No minimum number of shares is required to be sold(each a “Closing Date”).
(e) In This Agreement and the covenants made herein shall survive the closing of the purchase of the Securities, provided, however, that in the event of a rejection of this Subscription subscription in its entirety, or in the event the sale of the Shares Securities (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which section shall survive termination of this Subscription Agreement and shall remain in full force and effect.
(f) The terms of this Subscription Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (individually and collectively, the “TransfereesTransferee”); provided provided, however, that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advance, an agreement instrument in a form acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agreeagree to, and be bound by the representations and warranties of the Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
(g) By agreeing to these provisions, Subscribers will not be deemed to have waived their rights under the federal securities laws and the rules and regulations thereunder.
Appears in 1 contract
Subscription. (a) The Subscriber hereby commits Subject to purchase _____________ shares (the “Shares”) of Class _________ Stock of the Company (Class A must subscribe to a minimum of 2,500 shares), at a purchase price of $4.00 per share, for a total purchase price of $_____________________, upon the terms and conditions set forth herein hereof, and in reliance upon the representations and warranties contained in this subscription agreement (this “Agreement”), the undersigned (the or this “SubscriptionSubscriber”) irrevocably subscribes for and agrees to purchase shares of common stock (“Shares”), of TPG Specialty Lending, Inc. (the “Company”) on the terms and conditions described herein, in the Company’s Private Placement Memorandum (together with any appendices and supplements thereto, the “Memorandum”), in the Company’s Amended and Restated Certificate of Incorporation, substantially in the form attached hereto as Exhibit A (the “Certificate”), in the Company’s Bylaws, substantially in the form attached hereto as Exhibit B (the “Bylaws”), in the Investment Advisory and Management Agreement between the Company and TSL Advisers, LLC (the “Adviser”), substantially in the form attached hereto as Exhibit C (the “Advisory Agreement”) and in the Administration Agreement between the Company and the Adviser, substantially in the form attached hereto as Exhibit D (the “Administration Agreement”). The total purchase price Subscriber has received the Memorandum, the Certificate, the Bylaws, the Advisory Agreement and the Administration Agreement. The Company expects to enter into separate subscription agreements (the “Other Subscription Agreements,” and, together with this Agreement, the “Subscription Agreements”) with other subscribers (the “Other Subscribers,” and together with the Subscriber, the “Subscribers”), providing for the sale of Shares to the Other Subscribers. This Agreement and the Other Subscription is payable Agreements are separate agreements, and the sales of Shares to the undersigned and the Other Subscribers are to be separate sales. Capitalized terms used but not defined herein have the meanings ascribed to them in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “SecuritiesMemorandum.”
(b) The Subscriber understands that the Securities are being offered pursuant agrees to purchase Shares for an aggregate purchase price equal to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits amount set forth on the signature page hereof (the “Offering CircularCapital Commitment”), payable at such times and in such amounts as filed with required by the SEC. A full description of Company, under the Securities terms and subject to the Offering is conditions set forth in the Offering Circularherein. By subscribing to the OfferingOn each Capital Drawdown Date (as defined below), the Subscriber acknowledges that he/she/it has received and reviewed a copy of the Offering Circular and any other information requested by the Subscriber in writing agrees to make an investment decision with respect to the Securities.
(c) This Subscription may be accepted or rejected, in whole or in part, by the Company in its sole discretion. In addition, purchase from the Company, in its sole discretion, may allocate and the Company agrees to issue to the Subscriber only Subscriber, a portion of the number of Shares subscribed for. The Company equal to the Drawdown Share Amount at an aggregate price equal to the Drawdown Purchase Price; provided, however, that in no circumstance will notify the a Subscriber whether this Subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum number of shares of the Company’s common stock that may be sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum Shares”). The Company may accept subscriptions until twelve months following the date of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of shares is required to be soldpurchase Shares for an amount in excess of its Unused Capital Commitment.
(e) In the event of a rejection of this Subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to the Subscriber is not consummated for any reason, this Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advance, an agreement acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Agreement.
Appears in 1 contract
Samples: Subscription Agreement (State of New Jersey Common Pension Fund B)
Subscription. (a) The Subscriber undersigned (“Subscriber”) hereby commits irrevocably subscribes for and agrees to purchase _____________ membership interests, which we refer to herein as shares (the “SharesSecurities”) of Class _________ Stock [SERIES NAME], a Series of StartEngine Collectibles Fund I LLC, a Delaware limited liability company (the Company (Class A must subscribe to a minimum of 2,500 shares“Company”), at a purchase price of $4.00 10.00 per share, for a total purchase price of $_____________________share (the “Per Security Price”), upon the terms and conditions set forth herein herein. The minimum subscription is $500, or 50 shares. The rights and preferences of the shares are as set forth in the Limited Liability Company Agreement of StartEngine Collectibles Fund I LLC dated January 5, 2021, as amended from time to time (the or this “SubscriptionOperating Agreement”). The total purchase price , and the Series Designation for the Subscription is payable [SERIES NAME] described in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as Offering Statement of the Company filed with the SEC (the “SecuritiesOffering Statement”).”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular offering circular dated _____________, 2017, with exhibits [DATE] (the “Offering Circular”), as ) filed with the SEC. A full description SEC as part of the Securities and the Offering is set forth in the Offering CircularStatement. By subscribing to the Offering, the Subscriber acknowledges that he/she/it Subscriber has received and reviewed a copy this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information requested required by the Subscriber in writing to make an investment decision with respect decision. Effective upon the Company’s acceptance of this Subscription Agreement, the Subscriber shall be a member of the Company, and the Subscriber agrees to adhere to and be bound by, the terms and conditions of the Operating Agreement as if the Subscriber were a party to it (and grants to the SecuritiesAdministrative Manager the power of attorney described therein).
(c) This Subscription The Subscriber’s subscription may be accepted or rejected, rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company in at its sole discretion. In addition, the Company, in at its sole discretion, may allocate to the Subscriber only a portion of the number of Shares Securities Subscriber has subscribed for. The Company will notify the Subscriber whether this Subscription subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it Subscriber without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum aggregate number of shares of the Company’s common stock that may be Securities sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock $[ ] (collectively, the “Maximum SharesOffering”). The Company may accept subscriptions until twelve months following the date termination of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares its terms (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect at any time to set an earlier close all or any portion of this offering, on various dates at or prior to the Termination Date and end the Offering. No minimum number of shares is required to be sold(each a “Closing Date”).
(e) In the event of a rejection of this Subscription subscription in its entirety, or in the event the sale of the Shares Securities (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, Company in advance, advance an agreement instrument in a form acceptable to the Company, Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Samples: Subscription Agreement (StartEngine Collectibles Fund I LLC)
Subscription. (a) The Subject to the express terms and conditions of this Agreement, the Subscriber hereby commits irrevocably subscribes for and agrees to purchase _____________ shares the number of units (the “SharesUnits”) of Class _________ Stock of Elegance Brands, Inc. (the Company “Company”), pursuant to the Company’s Regulation A+ offering (Class A must subscribe to a minimum of 2,500 sharesthe “Offering”), at a price of US$0.50 per Unit, for the aggregate purchase price (the “Purchase Price”) set forth on the signature page to this Agreement. Each Unit consists of one share of Class A common stock, par value $4.00 0.0001 per shareshare (the “Common Stock”), and a warrant (a “Warrant”) to purchase one-half of one share of Common Stock (with each whole share underlying such warrants being a “Warrant Share”) at an exercise price of US$0.75 per Warrant Share. Each Warrant shall be exercisable for a total purchase price period of $_____________________eighteen (18) months following the termination of the Offering, upon pursuant to the terms and conditions set forth herein contained in the form of Warrant attached hereto as Annex A (the or this “SubscriptionWarrant Certificate”). The total purchase price for Units, the Subscription is payable in Common Stock, the manner provided in Section 3 below. The Warrants and the Warrant Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Company’s Regulation A Offering Statement, including an A+ Offering Circular dated _____________, 2017, with exhibits (the “Offering Circular”SEC File No. [ ]), as filed with qualified by the SEC. A full description of the Securities and the Offering is set forth in the Offering CircularSEC on [ ], 2020. By subscribing to the Offeringexecuting this Subscription Agreement, the Subscriber acknowledges that he/she/it Subscriber has received and reviewed a copy this Subscription Agreement, copies of the Offering Circular and the Offering Statement, including the exhibits thereto, and any other information requested required by the Subscriber in writing to make an investment decision with respect to the Securitiesdecision.
(c) This Subscription Subscriber’s subscription may be accepted or rejected, rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company in at its sole discretion. In addition, the Company, in at its sole discretion, may allocate to the Subscriber only a portion of the number of Shares Securities Subscriber has subscribed for. The Company will notify the Subscriber whether this Subscription subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it Subscriber without interest and all of the Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate.
(d) The maximum number of shares of the Company’s common stock that may be sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum Shares”). The Company may accept subscriptions until twelve months following the date earlier of (i) September 30, 2020, unless the Offering Circular, unless otherwise is extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell or (ii) until the Maximum Shares maximum amount of 15,681,660 Units are sold in the Offering (together, the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect at any time to set an earlier close all or any portion of this Offering, on various dates at or prior to the Termination Date and end the Offering. No minimum number of shares is required to be sold(each a “Closing Date”).
(e) In the event of a rejection of this Subscription subscription in its entirety, or in the event the sale of the Shares Securities (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, Company in advance, advance an agreement instrument in a form acceptable to the Company, Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 1 contract
Subscription. The undersigned (a"Subscriber") The Subscriber hereby commits irrevocably subscribes for and agrees to purchase _____________ shares membership interests (the “Shares”) "Securities"), of Class _________ Stock Ark7 Properties Advance LLC - Series #[SERIES], a registered series of a Delaware series limited liability company, (the Company (Class A must subscribe to a minimum of 2,500 shares"Company"), at a purchase price of $4.00 [SHARE_PRICE] per share, for a total purchase price of $_____________________membership interest (the "Per Security Price"), upon the terms and conditions set forth herein herein. The rights of the membership interest are as set forth in the Operating Agreement of Ark7 Properties Advance LLC and the respective series designation, filed as Exhibit 2.2 to the Offering Statement of the Company filed with the SEC (the or this “Subscription”"Offering Statement"). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-Aan offering circular dated [DATE], Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits 2023 (the “"Offering Circular”), as ") filed with the SEC. A full description SEC as part of the Securities and the Offering is set forth in the Offering CircularStatement. By subscribing to the Offeringexecuting this Subscription Agreement, the Subscriber acknowledges that he/she/it Subscriber has received and reviewed a copy this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information requested required by the Subscriber in writing to make an investment decision with respect decision. It is a condition of the Company's acceptance of this subscription that Subscriber becomes a party to the Securities.
(c) This Subscription Operating Agreement. The Subscriber's subscription may be accepted or rejected, rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company in at its sole discretion. In addition, the Company, in at its sole discretion, may allocate to the Subscriber only a portion of the number of Shares Securities Subscriber has subscribed for. The Company will notify the Subscriber whether this Subscription subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription Subscriber's subscription is rejected, the Subscriber’s 's payment (or portion thereof if partially rejected) will be returned to him/her/it Subscriber without interest and all of the Subscriber’s 's obligations hereunder shall terminate.
(d) . The maximum aggregate number of shares of the Company’s common stock that may be Securities sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock [MAX_OFFERING] (collectively, the “"Maximum Shares”Offering"). The Company may accept subscriptions until twelve months following the date termination of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares its terms (the “"Termination Date”"). Once acceptedThere is no minimum offering condition, and the Company may immediately use elect at any time to close all or any portion of this offering, on various dates at or prior to the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering(each a "Closing Date"). No minimum number of shares is required to be sold.
(e) In the event of a rejection of this Subscription subscription in its entirety, or in the event the sale of the Shares Securities (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advance, an agreement acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Agreement.
Appears in 1 contract
Samples: Subscription Agreement (Ark7 Properties Advance LLC)
Subscription. (a) The Subscriber undersigned (“Subscriber”) hereby commits irrevocably subscribes for and agrees to purchase Series Interests (the “Securities”), of _____________ shares , a Series of Here Collection LLC, a registered series of a Delaware series limited liability company (the “SharesCompany”) of Class _________ Stock of the Company (Class A must subscribe to a minimum of 2,500 shares), at a purchase price of $4.00 1.00 per sharemembership interest (the “Per Security Price”), for a total purchase price upon the terms and conditions set forth herein. The minimum subscription is $100, or 100 Units. The rights of $________the membership interest are as set forth in the Operating Agreement of Here Collection LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) (Subscriber understands that the Securities are being offered pursuant to an offering circular dated_____________, upon the terms and conditions set forth herein (the or this “Subscription”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits (the “Offering Circular”), as ) filed with the SEC. A full description SEC as part of the Securities and the Offering is set forth in the Offering CircularStatement. By subscribing to the Offeringexecuting this Subscription Agreement, the Subscriber acknowledges that he/she/it Subscriber has received and reviewed a copy this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information requested required by the Subscriber in writing to make an investment decision with respect decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the SecuritiesOperating Agreement.
(c) This Subscription The Subscriber’s subscription may be accepted or rejected, rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company in at its sole discretion. In addition, the Company, in at its sole discretion, may allocate to the Subscriber only a portion of the number of Shares Securities Subscriber has subscribed for. The Company will notify the Subscriber whether this Subscription subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it Subscriber without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum aggregate number of shares of the Company’s common stock that may be Securities sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock _____________ (collectively, the “Maximum SharesOffering”). The Company may accept subscriptions until twelve months following the date termination of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares its terms (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect at any time to set an earlier close all or any portion of this offering, on various dates at or prior to the Termination Date and end the Offering. No minimum number of shares is required to be sold(each a “Closing Date”).
(e) In the event of a rejection of this Subscription subscription in its entirety, or in the event the sale of the Shares Securities (or any portion thereof) to the Subscriber Investor is not consummated for any reason, this Subscription Agreement shall have no force or effecteffect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advance, an agreement acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Agreement.
Appears in 1 contract
Subscription. (a) The Subscriber hereby commits subscribes for and agrees to purchase _____________ from the Company, and the Company agrees to issue and sell to Subscriber, such number of shares of Common Stock as is set forth on the signature page of this Subscription Agreement (the “Shares”) at the Purchase Price per Share and on the terms provided for herein. [Notwithstanding anything to the contrary contained in this Subscription Agreement, if the Subscriber is an Eligible Subscriber (as defined below), if after the later of Class _________ Stock (x) the date of this Subscription Agreement and (y) the public announcement of the Company (Class A must subscribe to a minimum Transaction Agreement the Subscriber acquires ownership of 2,500 shares), at a purchase price shares of $4.00 per share, for a total purchase price of $_____________________, upon the terms and conditions set forth herein (the or this “Subscription”). The total purchase price for the Subscription is payable Common Stock in the manner provided open market or in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred privately negotiated transactions with third parties (along with any related rights to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits (the “Offering Circular”), as filed redeem or convert such shares in connection with the SEC. A full description of the Securities and the Offering is set forth in the Offering Circular. By subscribing to the Offering, the Subscriber acknowledges that he/she/it has received and reviewed a copy of the Offering Circular and any other information requested by the Subscriber in writing to make an investment decision with respect to the Securities.
(c) This Subscription may be accepted or rejected, in whole or in part, redemption conducted by the Company in its sole discretion. In addition, accordance with the Company, ’s organizational documents and the CFII Prospectus (as defined below) in its sole discretion, may allocate conjunction with the Transaction Closing (the “Redemption”)) at least five (5) business days prior to the Company’s special meeting of stockholders to approve the Transaction and the Subscriber only a portion of does not redeem or convert such shares in connection with the Redemption (including revoking any prior redemption or conversion elections made with respect to such shares) (such shares, “Non-Redeemed Shares”), the number of Shares subscribed for. The Company will notify for which the Subscriber whether (only if an Eligible Subscriber) is obligated to purchase under this Subscription is accepted (whether in whole or in part) or rejected, within 30 days of Agreement shall be reduced by the receipt of the fully-executed Agreement and tender of funds. If the Subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum number of shares of Non-Redeemed Shares; provided, that promptly upon the Company’s common stock that may be sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectivelyrequest, the “Maximum Shares”). The Subscriber will provide the Company may accept subscriptions until twelve months following the date of the Offering Circular, unless otherwise extended with documentary evidence reasonably requested by the Company to evidence such Non-Redeemed Shares. The term “Eligible Subscriber” means any subscriber in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (Offering who is not a beneficial or record owner of the “Termination Date”). Once accepted, Target’s equity or an affiliate of the Company may immediately use prior to the proceeds from this Subscription for its business needs, Closing.]2 1 Conform terms if language reference in its sole discretionfootnote 2 is removed. The Company 2 Subscriber may elect to set an earlier Termination Date and end the Offering. No minimum number of shares is required to be soldremove this provision from its Subscription Agreement upon execution.
(e) In the event of a rejection of this Subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to the Subscriber is not consummated for any reason, this Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advance, an agreement acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Agreement.
Appears in 1 contract
Samples: Subscription Agreement (CF Finance Acquisition Corp II)
Subscription. (a) The Subscriber person executing this Agreement (“Subscriber”) hereby commits subscribes for and agrees (subject to a minimum purchase of ten (10) shares) to purchase shares for a total consideration of $ _____________ shares thousand dollars (the “SharesPurchase Price”) of Class _________ Stock A Non-Voting Preferred Shares, $1,000.00 par value per share (such shares, the “Preferred Shares,” and such share, the “Share”), of Tuscan Gardens Senior Living Communities, Inc., a Florida corporation (the Company (Class A must subscribe to a minimum of 2,500 shares“Company”), at a purchase price of $4.00 1,000.00 per share, for a total purchase price of $_____________________Preferred Share (the “Subscription Price”), upon the terms and conditions set forth herein (the or this “Subscription”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securitiesherein.”
(b) The Subscriber understands that the Securities are Preferred Share is being offered pursuant to the Form an offering circular dated March 1-A, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits 2021 (the “Offering Circular”), as filed with the SEC. A full description SEC as part of the Securities and Company’s Offering Statement on Form 1-A (the “Offering is set forth Statement”) in connection with the Offering CircularCompany’s offering of up to $60,009,000 of Class A Non-Voting Preferred Shares (the “Offering”). By subscribing to the Offeringexecuting this Subscription Agreement, the Subscriber acknowledges that he/she/it Subscriber has received and reviewed a copy this Agreement, copies of the Offering Circular and Offering Statement, including the exhibits thereto, and any other information requested required by the Subscriber in writing to make an investment decision with respect to the Securitiesdecision.
(c) This Subscription Subscriber’s subscription may be accepted or rejected, in whole or in part, rejected by the Company in at its sole discretion. In addition, the Company, in its sole discretion, may allocate to the Subscriber only a portion of the number of Shares subscribed for. The Company will notify the Subscriber whether this Subscription subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription Subscriber’s subscription is rejected, the Subscriber’s no payment (or portion thereof if partially rejected) will be returned made by Subscriber to him/her/it without interest the Company and all of the Subscriber’s obligations hereunder relating to the rejected subscription shall terminate.
(d) The maximum number Company may elect at any time to accept all or any portion of shares of the Company’s common stock that may be sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock on various dates (collectivelyeach, the a “Maximum Shares”). The Company may accept subscriptions until twelve months following the date of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Closing Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of shares is required to be sold.
(e) In the event of a rejection of this Subscription in its entiretysubscription, or in the event the sale of the Shares (or any portion thereof) to the Subscriber Preferred Share is not consummated for any reason, this Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advance, an agreement acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Agreement.
Appears in 1 contract
Samples: Subscription Agreement (Tuscan Gardens Senior Living Communities, Inc.)
Subscription. Subject to the terms and conditions of this agreement (athe “Subscription Agreement”) The Subscriber the subscriber indicated on the signature page to this Subscription Agreement (the “Subscriber”) hereby commits irrevocably subscribes for and agrees to purchase _____________ (i) two hundred thousand (200,000) shares (the “Shares”) of Class _________ Stock the common stock, par value $0.01 per share (the “Common Stock”) of First Physicians Capital Group, Inc., a Delaware corporation f/k/a Tri-Isthmus Group, Inc. (the Company (Class A must subscribe to a minimum of 2,500 shares“Company”), at a purchase price of US $4.00 0.50 per share, for Share and (ii) a total warrant in substantially the form attached hereto as Exhibit A (the “Warrant”) to purchase sixty thousand (60,000) shares of Common Stock at an exercise price of US $_____________________, upon the terms and conditions set forth herein 0.50 per share (the or this “SubscriptionWarrant Shares”). The total purchase price Warrant shall have a term of two (2) years. As consideration for the Subscription is payable Shares, the Subscriber hereby irrevocably tenders to the Company a cashier’s check (or personal check if so authorized by the Company) or wire transfer in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits amount of US $100,000.00 (the “Offering CircularPurchase Price”). The Purchase Price shall be sent to the Company’s counsel, as filed with K&L Gates, LLP at the SECfollowing address: First Physicians Capital Group, Inc., x/x X&X Xxxxx, XXX, 0000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, Attn: I. Xxxxx Xxxxxxxx, Esq. A full description By executing this Subscription Agreement, Subscriber agrees to become a shareholder of the Securities Company and to be bound by the Offering terms of this Subscription Agreement. This Subscription Agreement shall not become binding unless (i) this subscription is set forth in accepted by the Offering Circular. By subscribing to Company, (ii) the Offering, the Subscriber acknowledges that he/she/it Purchase Price has been received and reviewed a copy of the Offering Circular and any other information requested accepted by the Subscriber in writing to make an investment decision with respect to the Securities.
Company, and (ciii) This Subscription may be accepted or rejected, in whole or in part, by the Company in its sole discretion. In addition, such additional closing conditions as the Company, in its sole discretion, may allocate to shall require are satisfied. This subscription shall not be deemed accepted by the Subscriber only Company until this Subscription Agreement is signed by a portion duly authorized officer of the number of Shares subscribed forCompany. The Company will notify the Subscriber whether If this subscription is accepted, this Subscription is accepted (whether in whole or in part) or rejected, within 30 days of Agreement shall become effective as between the receipt of Company and the fully-executed Agreement and tender of fundsSubscriber. If the Subscription this subscription is rejected, this Subscription Agreement and the Subscriber’s payment (or portion thereof if partially rejected) Purchase Price will be returned to him/her/it without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum number of shares of the Company’s common stock that may be sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum Shares”). The Company may accept subscriptions until twelve months following the date of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of shares is required to be sold.
(e) In the event of a rejection of this Subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to the Subscriber is not consummated for any reasonas soon as reasonably practicable, and this Agreement subscription shall have be rendered void and of no further force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advance, an agreement acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Agreement.
Appears in 1 contract
Samples: Subscription Agreement (First Physicians Capital Group, Inc.)
Subscription. (a) 2.1 The Subscriber hereby commits Units being subscribed for hereunder form part of a larger offering of up to purchase _____________ shares (the “Shares”) of Class _________ Stock of the Company (Class A must subscribe to a minimum of 2,500 shares), 6,250,000 Units at a purchase price of $4.00 0.40 per shareUnit, for gross aggregate proceeds of up to $2,500,000. The Units are being offered for sale on a total purchase price best efforts agency basis by the Agent, acting as agent, pursuant to the terms of $_____________________the Agency Agreement. The Subscriber understands that the Units subscribed for will be purchased from the Issuer by the Subscriber and not from the Agent.
2.2 The completion of the Private Placement is not subject to the completion of any minimum aggregate offering or any closing condition other than as set forth herein and in the Agency Agreement.
2.3 Subject to section 7 of this Agreement, upon the Subscriber hereby confirms its irrevocable subscription for the Units from the Issuer, on and subject to the terms and conditions set forth herein (out in this Agreement, for the or this “Subscription”)Aggregate Subscription Price which is payable as described herein. The total purchase price for Subscriber acknowledges (on its own behalf and, including if applicable, on behalf of each Disclosed Principal) that upon acceptance by the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under Issuer of this Agreement, this Agreement are sometimes referred to herein as will constitute a binding obligation of the “Securities.”
Subscriber (bincluding if applicable, each Disclosed Principal) The Subscriber understands that the Securities are being offered pursuant subject to the Form 1-Aterms and conditions contained herein.
2.4 The Issuer may, Regulation A Offering Statementin its absolute discretion, including an Offering Circular dated _____________, 2017, with exhibits (accept or reject the “Offering Circular”), Subscriber’s subscription for Units as filed with the SEC. A full description of the Securities and the Offering is set forth in the Offering Circular. By subscribing to the Offering, the Subscriber acknowledges that he/she/it has received and reviewed a copy of the Offering Circular and any other information requested by the Subscriber in writing to make an investment decision with respect to the Securities.
(c) This Subscription may be accepted or rejectedthis Agreement, in whole or in part, by and the Company in its sole discretion. In addition, Issuer reserves the Company, in its sole discretion, may allocate right to allot to the Subscriber less than the amount of Units subscribed for under this Agreement. If this subscription is rejected in whole, any cheques or other forms of payment delivered to the Agent representing the Aggregate Subscription Price will be promptly returned to the Subscriber without interest or deduction. If this subscription is accepted only in part, a cheque representing any refund of the Aggregate Subscription Price for that portion of the number of Shares subscribed forsubscription for the Units which is not accepted, will be promptly delivered to the Subscriber without interest or deduction. The Company will notify Subscriber acknowledges and agrees that the Subscriber whether acceptance of this Subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum number of shares of the Company’s common stock that may be sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectivelyconditional upon, the “Maximum Shares”). The Company may accept subscriptions until twelve months following the date of the Offering Circularamong other things, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of shares is required to be sold.
(e) In the event of a rejection of this Subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) Units to the Subscriber is not consummated for being exempt from any reasonprospectus and offering memorandum requirements of applicable Securities Laws and the equivalent provisions of securities laws of any other applicable jurisdiction and, this Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Agreement shall be binding upon to the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effectiveextent possible, the Subscriber shall have complied agrees to furnish the Issuer with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered all information that is reasonably necessary to the Companyconfirm same.
2.5 The Agent is hereby authorized, in advance, an agreement acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties on behalf of the Subscriber (and, if applicable on behalf of others for whom it is contracting hereunder), to deliver this Agreement and any other documents required to be delivered in connection herewith to the terms Issuer on or before the Closing and to pay to the Issuer, on behalf of the Subscriber, an amount equal to the subscription price for the Units subscribed for hereunder (net of the applicable cash commission and other amounts payable to the Agent in accordance with the Agency Agreement).
2.6 The Private Placement is not, and under no circumstance is to be construed as, a public offering of the Securities. The Private Placement is not being made, and this Agreementsubscription does not constitute an offer to sell or the solicitation of an offer to buy the Securities in any jurisdiction where, or to any person whom, it is unlawful to make such an offer or solicitation.
2.7 The issue of the Units will not restrict or prevent the Issuer from obtaining any other financing or from issuing additional securities or rights.
2.8 The Issuer will use its commercially reasonable best efforts to, on or prior to the date which is 30 days following the Closing Date, file the Registration Statement with the SEC and to have the Registration Statement declared effective by the SEC as soon as practicable and in any event, not later than 120 days following the Closing Date.
Appears in 1 contract
Samples: Subscription Agreement (IntelGenx Technologies Corp.)
Subscription. (a) The Subscriber hereby commits to purchase _____________ shares (the “Shares”) of Class _________ Stock of the Company (Class A must subscribe to a minimum of 2,500 shares), at a purchase price of $4.00 per share, for a total purchase price of AMOUNT OF INVESTMENT: $_____________________, upon the terms and conditions set forth herein (the or this “Subscription”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _______________
(a) The undersigned (“Purchaser”) hereby subscribes to become a holder (“Noteholder”) of promissory notes in CF FUND II, 2017LLC, a Pennsylvania limited liability company (the “Company”), and to purchase through his, her or its investment the amount of promissory notes (“Promissory Notes”) as indicated above, all in accordance with exhibits the terms and conditions of this Subscription Agreement, the Promissory Notes, the Articles of Organization (the “Articles”), and the Offering Circular (the “Offering Circular”).
(b) The Purchaser acknowledges and agrees that this subscription cannot be withdrawn, as filed with terminated, or revoked. The Purchaser agrees to become a Noteholder and to be bound by all the SEC. A full description terms and conditions of the Securities Promissory Notes. This subscription shall be binding on the heirs, executors, administrators, successors and assigns of the Offering Purchaser. This subscription is set forth not transferable or assignable by the Purchaser, except as expressly provided in the Offering Circular. By subscribing to the Offering, the Subscriber acknowledges that he/she/it has received terms and reviewed a copy conditions of the Offering Circular and any other information requested by the Subscriber in writing to make an investment decision with respect to the Securitiesactual Promissory Notes.
(c) This Subscription subscription may be accepted or rejected, in rejected as a whole or in part, part by the Company in its sole and absolute discretion. In addition, the Company, in its sole discretion, may allocate to the Subscriber only a portion of the number of Shares subscribed for. The Company will notify the Subscriber whether If this Subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription subscription is rejected, the SubscriberPurchaser’s payment (or portion thereof if partially rejected) will funds shall be returned to him/her/it without interest and all the extent of such rejection. This subscription shall be binding on the Company only upon its acceptance of the Subscriber’s obligations hereunder shall terminatesame.
(d) The maximum number Neither the execution nor the acceptance of shares this Subscription Agreement constitutes the Purchaser as a Noteholder, shareholder or secured creditor of the Company. This is an agreement only to purchase the Promissory Notes on a when issued basis; and the Purchaser will become a Noteholder (and not a shareholder or secured creditor) only after the Purchaser’s common stock that funds are duly transferred to the account of the Company and the Promissory Notes are issued thereupon to the Purchaser. Until such time, the Purchaser shall have only those rights as may be sold set forth in this Offering shall not exceed 500,000 shares Subscription Agreement. SUBSCRIPTION AGREEMENT CF FUND II, LLC
(e) The Purchaser’s rights and responsibilities will be governed by the terms and conditions of Class A Stock and 250,000 shares of Class B Stock (collectivelythis Subscription Agreement, the “Maximum Shares”). The Company may accept subscriptions until twelve months following the date of the Offering Circular, unless otherwise extended by and the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Date”)Promissory Notes. Once acceptedIf Purchaser is deemed an Accredited Investor, the Company may immediately use will rely upon the proceeds from information provided in this Subscription for its business needsAgreement to confirm that the Purchaser is an “Accredited Investor” as defined in Regulation D promulgated under the Act. If Purchaser is a non-accredited investor, the Company will rely upon the information provided in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of shares is required to be sold.
(e) In the event of a rejection of this Subscription in its entiretyAgreement to confirm that the Purchaser is sophisticated and meets the non-accredited suitability standards further outlined below, or in that will allow the event the sale of the Shares (or any portion thereof) investor to the Subscriber is not consummated for any reason, this Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effectpurchase Promissory Notes.
(f) The terms Each Purchaser’s Subscription Agreement will be accepted or rejected by the Company within ninety (90) days or sooner, of this its receipt. If a Purchaser’s funds have not been deposited into the account of the Company and the Purchaser has not been accepted as a Noteholder within ninety (90) days of delivering the Subscription Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advancethe Company will automatically return the Purchaser his, an agreement acceptable to her, or its funds and revoke the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The Subscriber undersigned (the “Subscriber”) hereby commits irrevocably subscribes for and agrees to purchase ___from Contact Gold Corp., a Nevada corporation (the “Company”), upon the terms and conditions set forth herein, such number of shares (the “Shares”) of the Company’s common stock, $0.001 par value per Share, as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares the Subscriber has agreed to purchase and (y) the purchase price per share (the “Subscription Price”) as set forth on the signature page hereto.
(b) The Subscriber understands that the Shares are being offered pursuant to an offering circular dated __________ shares (the “Shares”) of Class _________ Stock of the Company (Class A must subscribe to a minimum of 2,500 shares), at a purchase price of $4.00 per share, for a total purchase price of $_____________________, upon the terms and conditions set forth herein (the or this “Subscription”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits 2019 (the “Offering Circular”), as ) filed with the SEC. A full description SEC as part of the Securities and Offering Statement on Form 1-A (the “Offering is set forth in the Offering CircularStatement”). By subscribing to the Offeringexecuting this Subscription Agreement, the Subscriber acknowledges that he/she/it has received and reviewed a copy this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information requested required by the Subscriber in writing to make an investment decision with respect to the Securitiesdecision.
(c) This Subscription The Subscriber’s subscription may be accepted or rejected, rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company in at its sole discretion. In addition, the Company, in at its sole discretion, may allocate to the Subscriber only a portion of the number of the Shares that the Subscriber has subscribed for. The Company will notify the Subscriber whether this Subscription subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it the Subscriber without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum number of shares of the Company’s common stock that may be sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum Shares”). The Company may accept subscriptions until twelve months following the date of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of shares is required to be sold.
(e) In the event of a rejection of this Subscription subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 4 hereof, which shall remain in force and effect.
(f) The terms of this Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advance, an agreement acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Agreement.
Appears in 1 contract
Subscription. (a) The Subscriber undersigned (“Subscriber”) hereby commits irrevocably subscribes for and agrees to purchase _____________ shares units (the “SharesSecurities” or “Units”) of Class _________ Stock of Brain Scientific Inc., a Nevada corporation (the Company (Class A must subscribe to a minimum of 2,500 shares“Company”), at a purchase price of $4.00 9.00 per shareUnit (the “Per Security Price”), for which equates to a total purchase price of $_____________________1.80 per share of Common Stock, provided that a Subscriber must purchase the Units in at least the amount of the minimum investment of $504 (56 Units), upon the terms and conditions set forth herein. Each Unit offered herein consists of five (5) shares of the Company’s common stock (the or this “SubscriptionCommon Stock”), par value $0.001 per share, and a warrant (the “Warrant”) to purchase one (1) share of the Common Stock. The total holders of the Warrants may exercise the Warrants to purchase shares of the Common Stock at the price for of $2.25 per share within three years from the Subscription is payable issuance date of the Warrants. The terms and conditions of the Warrants are as set forth in the manner provided in Section 3 below. The Shares being subscribed for under this form of the Warrant Agreement are sometimes referred included as Exhibit 4.2 to herein as the Offering Statement of the Company filed with the SEC (the “SecuritiesOffering Statement”).”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular offering circular dated _____________, 2017, with exhibits 2020 (the “Offering Circular”), as ) filed with the SEC. A full description SEC as part of the Securities and the Offering is set forth in the Offering CircularStatement. By subscribing to the Offeringexecuting this Subscription Agreement, the Subscriber acknowledges that he/she/it Subscriber has received and reviewed a copy this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information requested required by the Subscriber in writing to make an investment decision with respect to the Securitiesdecision.
(c) This Subscription The Subscriber’s subscription may be accepted or rejected, rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company in at its sole discretion. In addition, the Company, in at its sole discretion, may allocate to the Subscriber only a portion of the number of Shares Securities Subscriber has subscribed for. The Company will notify the Subscriber whether this Subscription subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it Subscriber without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum aggregate number of shares of the Company’s common stock that may be Securities sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock 1,111,111 Units (collectively, the “Maximum SharesOffering”). The Company may accept subscriptions until twelve months following the date of the Offering Circular____, 2021 unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional other period as may be sought required to sell the Maximum Shares Offering (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect at any time to set an earlier close all or any portion of this offering, on various dates at or prior to the Termination Date and end the Offering. No minimum number of shares is required to be sold(each a “Closing Date”).
(e) In the event of a rejection of this Subscription subscription in its entirety, or in the event that the sale of the Shares Securities (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, Company in advance, advance an agreement instrument in a form acceptable to the Company, Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber Subscriber, and the terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The Subscriber undersigned (“Subscriber”) hereby commits subscribes for and agrees to purchase _____________ shares the membership interests also referred to as non-voting Equity Shares (the “SharesSecurities”) ), of Class _________ Stock of REI Capital Growth LLC, a Delaware limited liability company (the Company (Class A must subscribe to a minimum of 2,500 shares“Company”), at a purchase price of $4.00 10.00 per share, for a total purchase price of $_____________________Equity Share(the “Per Security Price”), upon the terms and conditions set forth herein herein. The minimum subscription is 50shares of the Equity Shares or $500. The rights and preferences of the Equity Shares are as set forth in the Company’s Limited Liability Company Operating Agreement (the or this “SubscriptionOperating Agreement”) and Certificate of Formation included as exhibits 2.1 and 2.2 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No.024-12441), as filed with the SEC. A full description of the Securities and the Offering is set forth in the Offering Circularmay be amended from time to time. By subscribing to the Offeringexecuting this Subscription Agreement as provided herein, the Subscriber acknowledges that he/she/it Subscriber has received and reviewed a copy access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information requested required by the Subscriber in writing to make an investment decision with respect decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the SecuritiesLimited Liability Company Operating Agreement.
(c) This By subscribing to the Offering and executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom Investor is so purchasing) hereby joins as a party that is designated (a) as a “Shareholder” under the Limited Liability Company Operating Agreement, in substantially the form attached hereto as Exhibit A (the “Operating Agreement”). Any notice required or permitted to be given to the Subscriber under the Stockholders’ Agreement shall be given to Subscriber at the address provided with the Subscriber’s subscription. Subscriber confirms that Subscriber has reviewed the Operating Agreement and will be bound by the terms thereof as a party who is designated as a “Shareholder” under the Operating Agreement.
(d) The Subscriber’s subscription may be accepted or rejected, rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company in at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, in at its sole discretion, may allocate to the Subscriber only a portion of the number of Shares Securities Subscriber has subscribed for. The Company will notify the Subscriber whether this Subscription subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it Subscriber without interest and all of the Subscriber’s obligations hereunder shall terminate.
(de) The maximum aggregate number of shares of the Company’s common stock that may be Securities sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock $75,000,000 (collectively, the “Maximum SharesOffering”). The Company may accept subscriptions until twelve months following the date termination of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares its terms (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect at any time to set an earlier close all or any portion of this offering, on various dates at or prior to the Termination Date and end the Offering. No minimum number of shares is required to be sold(each a “Closing Date”).
(ef) In the event of a rejection of this Subscription subscription in its entirety, or in the event the sale of the Shares Securities (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 6 hereof, which shall remain in force and effect.
(fg) The terms of this Subscription Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, Company in advance, advance an agreement instrument in a form acceptable to the Company, Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The Subscriber undersigned (the “Subscriber”) hereby commits irrevocably subscribes for and agrees to purchase _____________ shares Common Shares , no par value per share (the “Shares”) of Class _________ Stock of the Company (Class A must subscribe to a minimum of 2,500 shares), of Audition Showdown, Inc., an Ontario, Canada corporation (the “Company”). Such purchases shall be made at a purchase price of $4.00 2.00 per share, for a total purchase price of $_____________________Share (the “Per Security Price”), upon the terms and conditions set forth herein (the or this “Subscription”)herein. The total minimum purchase that may be made by any Subscriber shall be $250. Subscriptions for investment below the minimum investment may be accepted at the discretion of the Company. The purchase price for the Subscription of each Share is payable in the manner provided in Section 3 2(a) below. The Shares being subscribed for under this Subscription Agreement and subscribed for herein are sometimes referred to herein as the “Securities.” The rights and preferences of the Shares are as set forth in the Articles of Incorporation, as amended, of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular offering circular dated _____________, 2017, with exhibits 2020 (the “Offering Circular”), as filed with the SEC. A full description SEC as part of the Securities and the Offering is set forth in the Offering CircularStatement. By subscribing to the Offering, the Subscriber acknowledges that he/she/it Subscriber has received and reviewed a copy this Subscription Agreement, copies of the Offering Circular and Offering Statement and any other information requested required by the Subscriber in writing to make an investment decision with respect to the Securities.
(c) This Subscription The Subscriber’s subscription may be accepted or rejected, rejected in whole or in part, at any time prior a Closing Date (as hereinafter defined), by the Company in at its sole discretion. In addition, the Company, in at its sole discretion, may allocate to the Subscriber only a portion of the number of the Shares that Subscriber has subscribed forto purchase hereunder. The Company will notify the Subscriber whether this Subscription subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it Subscriber without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum aggregate number of shares of the Company’s common stock Shares that may be sold by the Company in this Offering offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock 25,000,000 (collectively, the “Maximum SharesOffering”). The Company may accept subscriptions until twelve months following the date termination of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares its terms (the “Termination Date”). Once accepted, There is no minimum required offering amount and the Company may immediately use elect at any time to close all or any portion of this offering on various dates at or prior to the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of shares is required to be sold(each a “Closing Date”).
(e) In the event of a rejection of this Subscription subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(fg) The terms of this Subscription Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, Company in advance, advance an agreement instrument in form acceptable to the Company, Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the Subscriber, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 1 contract
Subscription. (a) The Subscriber undersigned (“Subscriber”) hereby commits irrevocably subscribes for and agrees to purchase _____________ shares Class A Common Stock (the “SharesSecurities”) ), of Class _________ Stock To The Stars Academy of Arts and Science Inc., a Delaware public benefit corporation (the Company (Class A must subscribe to a minimum of 2,500 shares“Company”), at a purchase price of $4.00 5.00 per shareshare of Class A Common Stock (the “Per Security Price”), for a total purchase price upon the terms and conditions set forth herein. The minimum subscription is _____. The rights of $the Class A Common Stock are as set forth in the Amended and Restated Certificate of Incorporation and Bylaws in Exhibits 1 and 2 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _____________________, upon the terms and conditions set forth herein (the or this “Subscription”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits _ (the “Offering Circular”), as ) filed with the SEC. A full description SEC as part of the Securities and the Offering is set forth in the Offering CircularStatement. By subscribing to the Offeringexecuting this Subscription Agreement, the Subscriber acknowledges that he/she/it Subscriber has received and reviewed a copy this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information requested required by the Subscriber in writing to make an investment decision with respect to the Securitiesdecision.
(c) This Subscription The Subscriber’s subscription may be accepted or rejected, rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company in at its sole discretion. In addition, the Company, in at its sole discretion, may allocate to the Subscriber only a portion of the number of Shares Securities Subscriber has subscribed for. The Company will notify the Subscriber whether this Subscription subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it Subscriber without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum aggregate number of shares of the Company’s common stock that may be Securities sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock 2,000,000 (collectively, the “Maximum SharesOffering”). The Company may accept subscriptions until twelve months following the date of the Offering Circular_________________, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional other period as may be sought required to sell the Maximum Shares Offering (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect at any time to set an earlier close all or any portion of this offering, on various dates at or prior to the Termination Date and end the Offering. No minimum number of shares is required to be sold(each a “Closing Date”).
(e) In the event of a rejection of this Subscription subscription in its entirety, or in the event the sale of the Shares Securities (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, Company in advance, advance an agreement instrument in a form acceptable to the Company, Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Samples: Subscription Agreement (To the Stars Academy of Arts & Science Inc.)
Subscription. (a) The Subscriber undersigned (“Purchaser”) hereby commits subscribes to purchase _____________ shares become a holder (“Noteholder”) of promissory notes in Beat the Bank, LLC, a South Carolina limited liability company (the “SharesCompany”), and to purchase through his, her or its investment the amount of promissory notes (“Promissory Notes”) of Class _________ Stock of the Company (Class A must subscribe to a minimum of 2,500 shares)as indicated below, at a purchase price of $4.00 per share, for a total purchase price of $_____________________, upon all in accordance with the terms and conditions set forth herein of this Subscription Agreement, the Promissory Notes, the Articles of Organization (the or this “SubscriptionArticles”). The total purchase price for , and the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits (the “Offering Circular”).
(b) The Purchaser acknowledges and agrees that this subscription cannot be withdrawn, as filed with terminated, or revoked. The Purchaser agrees to become a Noteholder and to be bound by all the SEC. A full description terms and conditions of the Securities Promissory Notes. This subscription shall be binding on the heirs, executors, administrators, successors and assigns of the Offering Purchaser. This subscription is set forth not transferable or assignable by the Purchaser, except as expressly provided in the Offering Circular. By subscribing to the Offering, the Subscriber acknowledges that he/she/it has received terms and reviewed a copy conditions of the Offering Circular and any other information requested by the Subscriber in writing to make an investment decision with respect to the Securitiesactual Promissory Notes.
(c) This Subscription subscription may be accepted or rejected, in rejected as a whole or in part, part by the Company in its sole and absolute discretion. In addition, the Company, in its sole discretion, may allocate to the Subscriber only a portion of the number of Shares subscribed for. The Company will notify the Subscriber whether If this Subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription subscription is rejected, the SubscriberPurchaser’s payment (or portion thereof if partially rejected) will funds shall be returned to him/her/it without interest and all the extent of such rejection. This subscription shall be binding on the Company only upon its acceptance of the Subscriber’s obligations hereunder shall terminatesame.
(d) The maximum number Neither the execution nor the acceptance of shares this Subscription Agreement constitutes the Purchaser as a Noteholder, shareholder or secured creditor of the Company. This is an agreement only to purchase the Promissory Notes on a when issued basis; and the Purchaser will become a Noteholder (and not a shareholder or secured creditor) only after the Purchaser’s common stock that may be sold in this Offering shall not exceed 500,000 shares funds are duly transferred to the account of Class A Stock the Company and 250,000 shares of Class B Stock (collectivelythe Promissory Notes are issued thereupon to the Purchaser. Until such time, the “Maximum Shares”). The Company may accept subscriptions until twelve months following the date of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period Purchaser shall have only those rights as may be sought to sell the Maximum Shares (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from set forth in this Subscription for its business needs, in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of shares is required to be soldAgreement.
(e) In The Purchaser’s rights and responsibilities will be governed by the event of a rejection terms and conditions of this Subscription Agreement, the Offering Circular, and the Promissory Notes. If Purchaser is deemed an Accredited Investor, the Company will rely upon the information provided in its entiretythis Subscription Agreement to confirm that the Purchaser is an “Accredited Investor” as defined in Regulation D promulgated under the Act. If Purchaser is a non-accredited investor, or the Company will rely upon the information provided in this Subscription Agreement to confirm that the event Purchaser is sophisticated and meets the sale of non-accredited suitability standards further outlined below, that will allow the Shares (or any portion thereof) investor to the Subscriber is not consummated for any reason, this Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effectpurchase Promissory Notes.
(f) The terms Each Purchaser’s Subscription Agreement will be accepted or rejected by the Company within fifteen (15) days or sooner, of this its receipt. If a Purchaser’s funds have not been deposited into the account of the Company and the Purchaser has not been accepted as a Noteholder within fifteen (15) days of delivering the Subscription Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advancethe Company will automatically return the Purchaser his, an agreement acceptable to her, or its funds and revoke the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The Subscriber undersigned (“Subscriber”) hereby commits irrevocably subscribes for and agrees to purchase _____________ shares the Common Stock, $0.001 par value (the “SharesSecurities”) ), of Class _________ Stock of LQR House Inc. a Delaware corporation (the Company (Class A must subscribe to a minimum of 2,500 shares“Company”), at a purchase price of $4.00 1.00 per share, for a total purchase price of $_____________________share (the “Per Security Price”), upon the terms and conditions set forth herein herein. The rights of the Common Stock are as set forth in the Company’s Certificate of Incorporation, as amended, filed as an exhibit to the Offering Statement of the Company filed with the SEC (the or this “SubscriptionOffering Statement”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular offering circular dated ___________[DATE]__, 2017, with exhibits 2022 (the “Offering Circular”), as ) filed with the SEC. A full description SEC as part of the Securities and the Offering is set forth in the Offering CircularStatement. By subscribing to the Offeringexecuting this Subscription Agreement, the Subscriber acknowledges that he/she/it Subscriber has received and reviewed a copy this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information requested required by the Subscriber in writing to make an investment decision with respect to the Securitiesdecision.
(c) This Subscription The Subscriber’s subscription may be accepted or rejected, rejected in whole or in part, at any time prior to an applicable Closing Date (as hereinafter defined), by the Company in at its sole discretion. In addition, the Company, in at its sole discretion, may allocate to the Subscriber only a portion of the number of Shares Securities Subscriber has subscribed for. The Company will notify the Subscriber whether this Subscription subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it Subscriber without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum aggregate number of Securities sold shall not exceed 20,000,000 shares of Common Stock (the “Maximum Offering”), the Company is offering up to 17,000,000 shares of Common Stock. Certain of the Company’s common stock that may be sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock existing stockholders (collectively, the “Maximum SharesSelling Stockholders”)) are offering up to 3,000,000 shares of Common Stock. The There is no minimum required offering amount and the Company may accept subscriptions until twelve months following the date termination of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares its terms (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect at any time to set an earlier close all or any portion of this offering, on various dates at or prior to the Termination Date and end the Offering. No minimum number of shares is required to be sold(each a “Closing Date”).
(e) In the event of a rejection of this Subscription subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to the Subscriber Securities is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, Company in advance, advance an agreement instrument in a form acceptable to the Company, Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The Subscriber undersigned (“Subscriber”) hereby commits irrevocably subscribes for and agrees to purchase Common Stock (the “Securities”), of SPRiZZi Bxx-Co, Inc., a Delaware corporation (the “Company”), at a purchase price of $10.00 per share (the “Per Security Price”) with a minimum purchase of 25 shares or $250.00 or higher subject to the discretionary of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The rights of the Common Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ shares (the “SharesOffering Circular”), filed with the SEC as part of the Offering Circular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of Class the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate.
(d) The aggregate number of Securities sold shall not exceed 5,000,000 shares of Non-Voting Common Stock (the “maximum number of shares”). The Company may accept subscriptions until _________ Stock of the Company (Class A must subscribe to a minimum of 2,500 shares), at a purchase price of $4.00 per share, for a total purchase price of $_____________________, upon unless the terms and conditions set forth herein (the or this “Subscription”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits (the “Offering Circular”), as filed with the SEC. A full description earliest of the Securities and the Offering is set forth in the Offering Circular. By subscribing to the Offering, the Subscriber acknowledges that he/she/it has received and reviewed a copy of the Offering Circular and any other information requested by the Subscriber in writing to make an investment decision with respect to the Securities.
(c) This Subscription may be accepted or rejected, in whole or in part, by the Company in its sole discretion. In addition, the Company, in its sole discretion, may allocate to the Subscriber only a portion of the number of Shares subscribed for. The Company will notify the Subscriber whether this Subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum number of shares of the Company’s common stock that may be sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum Shares”). The Company may accept subscriptions until twelve months following the date of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Date”). Once accepted, ) or until the Company may immediately use maximum number of shares under the proceeds from this Subscription for its business needs, in its sole discretionOffering are sold. The Company may elect at any time to set an earlier close all or any portion of this offering, on various dates at or prior to the Termination Date and end the Offering. No minimum number of shares is required to be sold(each a “Closing Date”).
(e) In the event of a rejection of this Subscription subscription in its entirety, or in the event the sale of the Shares Securities (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, Company in advance, advance an agreement instrument in a form acceptable to the Company, Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 1 contract
Subscription. (a) The Subscriber hereby commits irrevocably subscribes for and agrees to purchase _____________ shares (the “Shares”) number of Class _________ Stock of Shares set forth on the Company (Class A must subscribe to a minimum of 2,500 shares), signature page hereto at a purchase price of $4.00 per share, for a total purchase price of $_____________________the Per Share Purchase Price, upon the terms and conditions set forth herein (the or this “Subscription”)herein. The total aggregate purchase price for the Subscription Shares with respect to each Subscriber (the “Purchase Price”) is payable in the manner provided in Section 3 2 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(b) The Subscriber understands that the Securities Shares are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with 2019 and its exhibits (collectively, the “Offering Circular”), ) as filed with the SEC. A full description of the Securities and the Offering is set forth in the Offering Circular. By subscribing to the Offering, the Subscriber acknowledges that he/she/it the Subscriber has received and reviewed a copy of the Offering Circular and any other information requested required by the Subscriber in writing to make an investment decision with respect to the SecuritiesShares. After the Offering Circular has been qualified by the SEC, Prime Trust, LLC, appointed by the Company as escrow agent for the Offering (the “Escrow Agent”), will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date.
(c) This Subscription subscription may be accepted or rejected, rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company in at its sole and absolute discretion. In addition, the Company, in at its sole and absolute discretion, may allocate to the Subscriber only a portion of the number of the Shares that the Subscriber has subscribed forfor hereunder. The Company will notify the Subscriber whether this Subscription subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it the Subscriber without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum number of shares of the Company’s common stock that may be sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum Shares”). The Company may accept subscriptions until twelve months following the date of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of shares is required to be sold.
(e) In the event of a rejection of this Subscription subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to the Subscriber is not consummated for any reason, this Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect, and investors will have their subscription funds promptly refunded without interest thereon or deduction therefrom.
(fd) The terms of this Agreement shall be binding upon the Subscriber and Company may close on investments on a “rolling” basis at its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effectivediscretion. Funds will remain in escrow until a Closing has occurred. Upon a Closing, the Subscriber shall have complied with Escrow Agent will release the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered funds to the Company, in advance, an agreement acceptable to . In the Company, in its sole discretion, pursuant to which event that the proposed Transferee shall acknowledge, agree, and be bound Offering does not close by the representations and warranties of Termination Date, any funds tendered will be promptly returned by the Subscriber and the terms of this AgreementEscrow Agent, without interest or deduction.
Appears in 1 contract
Subscription. (a) The Subscriber hereby commits to purchase _____________ shares (1.1 On the “Shares”) of Class _________ Stock basis of the Company (Class A must subscribe representations and warranties, and subject to a minimum of 2,500 shares), at a purchase price of $4.00 per share, for a total purchase price of $_____________________, upon the terms and conditions conditions, set forth herein in this Agreement, the Subscriber hereby irrevocably subscribes for and agrees to purchase such number of Units as is set forth on page 2 of this Agreement at a price of CAD$0.50 per Unit for the Subscription Amount shown on page 2 of this Agreement, which is tendered herewith (such subscription and agreement to purchase being the or this “Subscription”), and the Issuer agrees to sell the Units to the Subscriber, effective upon the Issuer’s acceptance of this Agreement.
1.2 The Subscriber acknowledges that the Units have been offered to the Subscriber as part of an offering by the Issuer of additional Units to other subscribers for gross proceeds of up to $4,000,000 (or any such greater or lesser amount as may be determined by the Issuer in its sole discretion) (the “Offering”).
1.3 Each Unit will consist of one Share and one Warrant. Each Warrant will entitle the holder thereof to purchase one Warrant Share, as presently constituted, for a period of two (2) years commencing from the Closing Date at an exercise price of CAD$0.75 per Warrant Share. The total purchase price for Units, the Subscription is payable in Shares, the manner provided in Section 3 below. The Warrants and the Warrant Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities”.”
1.4 The Warrants will contain a provision restricting the exercise of the Warrants as follows:
(ba) The Notwithstanding anything to the contrary set forth herein, at no time may the Subscriber understands that of any Warrant exercise the Securities are being offered Warrants if the number of shares to be issued pursuant to such exercise would exceed, when aggregated with all other shares owned by such Subscriber at such time, the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, number of shares which would result in such Subscriber beneficially owning (as determined in accordance with exhibits (the “Offering Circular”), as filed with the SEC. A full description Section 13(d) of the Securities Exchange Act of 1934, as amended, and the Offering is set forth rules thereunder) in excess of 4.99% of all of the Offering Circular. By subscribing to the Offeringshares outstanding at such time; provided, however, that upon the Subscriber acknowledges providing the Company with sixty-one (61) days’ notice that he/she/it has received and reviewed a copy such Holder would like to waive this Section with regard to any or all shares issuable upon exercise of the Offering Circular and any other information requested by the Subscriber in writing Warrants, this Section will be of no force or effect with regard to make an investment decision with respect to the Securities.
(c) This Subscription may be accepted all or rejected, in whole or in part, by the Company in its sole discretion. In addition, the Company, in its sole discretion, may allocate to the Subscriber only a portion of the number Warrants referenced in such notice; provided, further, that this Section shall be of Shares subscribed for. The Company will notify no further force or effect during the Subscriber whether this Subscription is accepted sixty-one (whether in whole or in part61) or rejected, within 30 days immediately preceding the expiration of the receipt term of the fully-executed Agreement and tender of funds. If the Subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it without interest and all of the Subscriber’s obligations hereunder shall terminateWarrants.
(d) The maximum number of shares of the Company’s common stock that may be sold 1.5 All dollar amounts referred to in this Offering shall not exceed 500,000 shares Agreement are in lawful money of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum Shares”). The Company may accept subscriptions until twelve months following the date of the Offering CircularCanada, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of shares is required to be soldindicated.
(e) In the event of a rejection of this Subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to the Subscriber is not consummated for any reason, this Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advance, an agreement acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Agreement.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (CurrencyWorks Inc.)
Subscription. 1.1. The undersigned (a) The Subscriber the “Purchaser”), intending to be legally bound, hereby commits irrevocably agrees to purchase _____________ shares from Xxxxx App LLC - Xxxxx Series 000 Xxxxxx Xxxxxx (the “Series”), a series registered under Xxxxx App LLC, a Delaware series limited liability company (“Xxxxx”), the number of membership interests in the Series (the “Shares”) set forth on the signature page of Class _________ Stock of the Company this Subscription Agreement (Class A must subscribe to a minimum of 2,500 shares), this “Subscription Agreement”) at a purchase price of $4.00 5.2515 per shareShare 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 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 Xxxxx Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and Xxxxx, the “Xxxxx 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 total purchase price 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 ____________, upon the terms and conditions set forth herein (the or this “Subscription”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred as amended from time to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits time (the “Offering Circular”), as 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 full description of (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscription Agreement, the Offering is set forth Statement, including the exhibits thereto, the Offering Materials (as defined in the Offering Circular. By subscribing to the Offering), the Subscriber acknowledges that he/she/it has received and reviewed a copy of the Offering Circular and any other information requested required by the Subscriber in writing Purchaser to make an investment decision with respect to the SecuritiesShares.
(c) This Subscription 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 unless and until the Manager has accepted the subscription of the Purchaser with respect to such Shares in accordance with Section 3.1, which acceptance may be accepted for all or rejectedany portion or all of such Shares, in whole or in part, and the determination of which shall be made by the Company Manager in its sole discretiondiscretion 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 accordance with Section 2. In addition, If the Company, in its sole discretion, may allocate Manager accepts the subscription of the Purchaser with respect to the Subscriber only a portion of the number of Shares subscribed for. The Company will notify Shares, the Subscriber whether this Subscription is accepted (whether in whole or in part) or rejected, within 30 days Purchaser shall remain committed to purchase the remainder of the receipt Shares upon any subsequent acceptance by the Manager of all or any portion the fully-executed Agreement and tender of funds. If the Subscription is rejectedPurchaser’s subscription for such Shares, the Subscriber’s payment (or portion thereof if partially rejected) will determination of which shall be returned to him/her/it without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum number of shares of the Company’s common stock that may be sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum Shares”). The Company may accept subscriptions until twelve months following the date of the Offering Circular, unless otherwise extended made by the Company Manager in its sole discretion at any time until the earlier of the Termination Date or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretionSection 2. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number closing of shares is required to be sold.
(e) In the event of a rejection of this Subscription in its entirety, or in the event the sale of the any Shares (or any portion thereof) to the Subscriber is not consummated for any reason, this Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advance, an agreement acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee Manager has accepted the Purchaser’s subscription (each, a “Closing”) shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Agreementoccur promptly following such acceptance.
Appears in 1 contract
Subscription. (a) The Subscriber undersigned (“Subscriber”) hereby commits irrevocably subscribes for and agrees to purchase _____________ shares the Common Stock (the “SharesSecurities”) ), of Class _________ Stock of LiquidPiston, Inc, a Delaware corporation (the Company (Class A must subscribe to a minimum of 2,500 shares“Company”), at a purchase price of $4.00 10.00 per share, for a total purchase price of $_____________________share (the “Per Security Price”), upon the terms and conditions set forth herein herein. The minimum subscription is $1,000. The rights of the Common Stock are as set forth in the Amended and Restated Certificate of Incorporation filed as an exhibit to the Offering Statement of the Company filed with the SEC (the or this “SubscriptionOffering Statement”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(b) The Subscriber understands that the Company will assess an investor fee equal to $30 plus 2.5% of the value of the shares subscribed for. This investor fee shall count against the per investor limit set out in Section 4(d)(ii) below.
(c) Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular offering circular dated _____________, 2017, with exhibits [DATE] (the “Offering Circular”), as ) filed with the SEC. A full description SEC as part of the Securities and the Offering is set forth in the Offering CircularStatement. By subscribing to the Offering, the Subscriber acknowledges that he/she/it Subscriber has received and reviewed a copy this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information requested required by the Subscriber in writing to make an investment decision with respect to the Securitiesdecision.
(cd) This Subscription The Subscriber’s subscription may be accepted or rejected, rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company in at its sole discretion. Upon the expiration of the period specified in Subscriber’s state of residence for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, in at its sole discretion, may allocate to the Subscriber only a portion of the number of Shares Securities Subscriber has subscribed for. The Company will notify the Subscriber whether this Subscription subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it Subscriber without interest and all of the Subscriber’s obligations hereunder shall terminate.
(de) The maximum aggregate number of Securities sold shall not exceed 3,000,000 shares of Common Stock (the “Maximum Offering”), 750,000 of which are being sold by certain of the Company’s common stock that may be sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock existing stockholders (collectively, the “Maximum SharesSelling Stockholders”). The There is no minimum required offering amount and the Company may accept subscriptions until twelve months following the date termination of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares its terms (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect at any time to set an earlier close all or any portion of this offering, on various dates at or prior to the Termination Date and end the Offering. No minimum number of shares is required to be sold(each a “Closing Date”).
(ef) In the event of a rejection of this Subscription subscription in its entirety, or in the event the sale of the Shares Securities (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(fg) The terms of this Subscription Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, Company in advance, advance an agreement instrument in a form acceptable to the Company, Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Subscription Agreement, including the Market Stand-Off in Section 6 and the Proxy in Section 7, in substantially the form set forth in Sections 6 and 7, respectively. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).
Appears in 1 contract
Subscription. (a) The a. Subscriber hereby commits agrees to purchase _____________ shares buy and the Company agrees to sell and issue to Subscriber such number of Shares (the “Shares” or “Securities”) of Class _________ Stock the Company’s common stock, as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of the Company (Class A must subscribe aggregate number of Shares the Subscriber has agreed to a minimum of 2,500 shares)purchase and $6.80, at a purchase the offering price of $4.00 per share, for a total purchase price of $_____________________, upon the terms and conditions share as set forth herein (on the or this “Subscription”)signature page hereto. The total purchase price for the Subscription minimum Purchase Price is payable in the manner provided in Section 3 below. $1,360 or 200 Shares.
b. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the an offering statement on Form 1-A, Regulation A File No. 024-10639 (the “Offering Statement”). The Current Offering Statement has not been qualified by the Securities and Exchange Commission (the “Commission”) and prior to issuance of any Shares and acceptance of Subscriber’s subscription, including an Offering Circular dated _____________, 2017, with exhibits the offering circular (the “Offering Circular”), as filed with the SEC. A full description of the Securities and the Offering is set forth in the Offering Circular. By subscribing to the Offering, the Subscriber acknowledges that he/she/it has received and reviewed ) which forms a copy part of the Offering Statement, however, is subject to change. A final Offering Circular and any other information requested by and/or supplement to Offering Circular will be delivered to the Subscriber in writing to make an investment decision with respect to the Securitiesas required by law.
(c) This Subscription c. The Subscriber’s subscription may be accepted or rejected, rejected in whole or in part, by the Company in at its sole discretion. In addition, the Company, in at its sole discretion, may allocate to the Subscriber only a portion of the number of Shares Securities Subscriber has subscribed for. The Company will notify the Subscriber whether this Subscription subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it Subscriber without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum number of shares of the Company’s common stock that may be sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum Shares”). The Company may accept subscriptions until twelve months following the date of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of shares is required to be sold.
(e) In d. Xx the event of a rejection of this Subscription subscription in its entirety, or in the event the sale of the Shares Securities (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 any representations made hereof, which shall remain in force and effect.
e. The completion of the purchase and sale of the Shares (fthe “Closing”) The terms shall take place at a place and time (the “Closing Date”) to be specified by the Company in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of this Agreement shall be binding upon 1934, as amended (the Subscriber and its transferees, heirs, successors and assigns (collectively, “TransfereesExchange Act”); provided that for any such transfer . Upon satisfaction or waiver of all the conditions to be deemed effectiveclosing set forth in the Offering Statement, at the Closing, (i) the Subscriber shall have complied with pay the Right Purchase Price by check or by wire transfer of First Refusal provisions set forth under Section 2 below immediately available funds to the Company’s special account per wire instructions as provided on the signature line below, and Transferee (ii) the Company shall have executed and cause the shares to be delivered to the Subscriber with the delivery of the Share to be made in book entry or through the facilities of The Depository Trust Company’s DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DWAC Instructions” if applicable (or, in advanceif requested by the Subscriber on the signature page hereto, an agreement acceptable through the physical delivery of certificates evidencing the Shares to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Agreementresidential or business address indicated thereon).
Appears in 1 contract
Subscription. (a) The Subscriber person executing this Agreement (“Subscriber”) hereby commits subscribes for and agrees to purchase _____________ shares one share of Class P Common Stock, $0.01 par value per share (such stock, the “Class P Common Stock,” and such share, the “Share”), of Carolina Complete Health Network, Inc., a Delaware corporation (the “SharesCompany”) of Class _________ Stock of the Company (Class A must subscribe to a minimum of 2,500 shares), at a purchase price of $4.00 per share750.00 (the “Subscription Price”), for a total purchase price of $upon the terms and conditions set forth herein.
(b) Subscriber understands that the Share is being offered pursuant to an offering circular dated [_____________________], upon the terms and conditions set forth herein (the or this “Subscription”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits 2017 (the “Offering Circular”), as filed with the SEC. A full description SEC as part of the Securities and Company’s Offering Statement on Form 1-A (the “Offering is set forth Statement”) in connection with the Offering CircularCompany’s offering of up to $15,000,000 of Class P Common Stock (the “Offering”). By subscribing to the Offeringexecuting this Subscription Agreement, the Subscriber acknowledges that he/she/it Subscriber has received and reviewed a copy this Agreement, copies of the Offering Circular and Offering Statement, including the exhibits thereto, and any other information requested required by the Subscriber in writing to make an investment decision with respect to the Securitiesdecision.
(c) This Subscription Subscriber’s subscription may be accepted or rejected, in whole or in part, rejected by the Company in at its sole discretion. In addition, the Company, in its sole discretion, may allocate to the Subscriber only a portion of the number of Shares subscribed for. The Company will notify the Subscriber whether this Subscription subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription Subscriber’s subscription is rejected, the Subscriber’s no payment (or portion thereof if partially rejected) will be returned made by Subscriber to him/her/it without interest the Company and all of the Subscriber’s obligations hereunder relating to the rejected subscription shall terminate.
(d) The maximum number Company may elect at any time to accept all or any portion of shares of the Company’s common stock that may be sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock on various dates (collectivelyeach, the a “Maximum Shares”). The Company may accept subscriptions until twelve months following the date of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Closing Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of shares is required to be sold.
(e) In the event of a rejection of this Subscription in its entiretysubscription, or in the event the sale of the Shares (or any portion thereof) to the Subscriber Share is not consummated for any reason, this Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advance, an agreement acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Agreement.
Appears in 1 contract
Samples: Subscription Agreement (Carolina Complete Health Network, Inc.)
Subscription. (a) The Subscriber undersigned (“Subscriber”) hereby commits subscribes for and agrees to purchase _____________ shares Series Interests (the “SharesSecurities”) ), of Class _________ Stock of Whimsy Properties LLC Series #1, a Delaware limited liability company (the Company (Class A must subscribe to a minimum of 2,500 shares“Company”), at a purchase price of $4.00 100 per share, for a total purchase price of $_____________________Series Interest (the “Per Security Price”), upon the terms and conditions set forth herein herein. The minimum subscription is $100. The rights of the Series Interests are as set forth in the Company’s limited liability company agreement filed as exhibit 2.2 (the or this “SubscriptionLimited Liability Company Agreement”) to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as filed with the SEC. A full description of the Securities and the Offering is set forth in the Offering Circularmay be amended from time to time. By subscribing to the Offeringexecuting this Subscription Agreement as provided herein, the Subscriber acknowledges that he/she/it Subscriber has received and reviewed a copy access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information requested required by the Subscriber in writing to make an investment decision with respect decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the SecuritiesLimited Liability Company Agreement.
(c) This By subscribing to the Offering and executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom Investor is so purchasing) hereby joins as a party that is designated (a) as a “Economic Member” under the Limited Liability Company Agreement, in substantially the form attached to the Offering Circular as Exhibit 2.2 (the “Limited Liability Company Agreement”). Any notice required or permitted to be given to the Subscriber under the Limited Liability Company Agreement shall be given to Subscriber at the address provided with the Subscriber’s subscription. Subscriber confirms that Subscriber has reviewed the Limited Liability Company Agreement and agrees to be bound by the terms thereof as a party who is designated as a “Economic Member” under the Limited Liability Company Agreement.
(d) The Subscriber’s subscription may be accepted or rejected, rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company in at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, in at its sole discretion, may allocate to the Subscriber only a portion of the number of Shares Securities Subscriber has subscribed for. The Company will notify the Subscriber whether this Subscription subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it Subscriber without interest and all of the Subscriber’s obligations hereunder shall terminate.
(de) The maximum aggregate number of shares of the Company’s common stock that may be Securities sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock 6,000 (collectively, the “Maximum SharesOffering”). The Company may accept subscriptions until twelve months following the date termination of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares its terms (the “Termination Date”). Once acceptedProviding that subscriptions for 3,500 Securities are received (the “Minimum Offering”), the Company may immediately use elect at any time to close all or any portion of this offering, on various dates at or prior to the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of shares is required to be sold(each a “Closing Date”).
(ef) In the event of a rejection of this Subscription subscription in its entirety, or in the event the sale of the Shares Securities (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(fg) The terms of this Subscription Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, Company in advance, advance an agreement instrument in a form acceptable to the Company, Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The Subscriber undersigned (“Subscriber”) hereby commits irrevocably subscribes for and agrees to purchase _____________ shares of the Series A Preferred Stock (the “SharesSecurities”) ), of Class _________ Stock of Planet Alpha Corp., a Wyoming Corporation (the Company (Class A must subscribe to a minimum of 2,500 shares“Company”), at a purchase price of $4.00 10.00 per share, for a total purchase price of $_____________________share (the “Per Security Price”), upon the terms and conditions set forth herein (the or this “Subscription”)herein. The total purchase price for the Subscription minimum subscription is payable in the manner provided in Section 3 below$100.00. The Shares Series A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock, issuable upon conversion of the Series A Preferred Stock are sometimes also referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Amended and Restated Certificate of Incorporation available as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular offering circular dated _____________, 2017, with exhibits 2017 (the “Offering Circular”), as ) filed with the SEC. A full description SEC as part of the Securities and the Offering is set forth in the Offering CircularStatement. By subscribing to the Offeringexecuting this Subscription Agreement, the Subscriber acknowledges that he/she/it Subscriber has received and reviewed a copy this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information requested required by the Subscriber in writing to make an investment decision with respect to the Securitiesdecision.
(c) This Subscription The Subscriber’s subscription may be accepted or rejected, rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company in at its sole discretion. In addition, the Company, in at its sole discretion, may allocate to the Subscriber only a portion of the number of Shares Securities Subscriber has subscribed for. The Company will notify the Subscriber whether this Subscription subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it Subscriber without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum aggregate number of shares of the Company’s common stock that may be Securities sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock 5,000,000 (collectively, the “Maximum SharesOffering”). The Company may accept subscriptions until twelve months following the date of the Offering Circular____, 2018, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional other period as may be sought required to sell the Maximum Shares Offering (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect at any time to set an earlier close all or any portion of this offering, on various dates at or prior to the Termination Date and end the Offering. No minimum number of shares is required to be sold(each a “Closing Date”).
(e) In the event of a rejection of this Subscription subscription in its entirety, or in the event the sale of the Shares Securities (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, Company in advance, advance an agreement instrument in a form acceptable to the Company, Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The Subscriber undersigned (“Subscriber”) hereby commits irrevocably subscribes for and agrees to purchase, at a purchase _____________ price of $10.00 per share, shares (the “Shares”) of Class _________ Stock of B common stock, par value $0.001 per share (the Company (Class A must subscribe to a minimum of 2,500 shares“Common Stock”), at of Zero Labs Automotive Inc., a purchase price of $4.00 per share, for a total purchase price of $_____________________Delaware corporation (the “Company”), upon the terms and conditions set forth herein (the or this “Subscription”)herein. The total purchase price for the Subscription minimum subscription amount is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities$1,000.00 (100 Shares).”
(b) The Subscriber understands that the Securities Shares are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular offering circular dated [_____________], 2017, with exhibits 2024 (the “Offering Circular”), as ) included in the offering statement of the Company filed with the SEC. A full description of SEC (the Securities and the “Offering is set forth in the Offering CircularStatement”). By subscribing to the Offeringexecuting this Subscription Agreement, the Subscriber acknowledges that he/she/, she or it has received and reviewed a copy this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto and any other information requested required by the Subscriber in writing to make an investment decision with respect to the Securitiesdecision.
(c) This Subscription Subscriber’s subscription may be accepted or rejected, rejected in whole or in part, by the Company Company, in its sole discretion, at any time before a Closing Date (as defined below). In addition, the Company, in its sole discretion, may allocate to the Subscriber only a portion of the number of Shares subscribed forfor which Subscriber has subscribed. The Company will notify the Subscriber whether this Subscription his, her or its subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof thereof, if partially rejected) will be returned to him/her/it Subscriber without interest and all of the Subscriber’s obligations hereunder shall will terminate.
(d) The maximum aggregate number of shares of the Company’s common stock that may be Shares sold in this Offering shall will not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum 1,000,000 Shares”). The Company may accept subscriptions until twelve months following the earliest of (i) the 180th day after the date as of which the SEC qualifies the Offering Circular, unless otherwise extended by Statement (or such later day as the Company determines, if, in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell discretion, it extends the Maximum offering of the Shares (the “Offering”), (ii) the date as of which all Shares offered by the Offering Circular have been sold and (iii) any such earlier time as the Company may determine in its sole discretion, regardless of the number of Shares sold and the amount of capital raised (the earliest of such dates, the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect at any time to set an earlier close all or any portion of the Offering, on various dates at or before the Termination Date and end the Offering. No minimum number of shares is required to be sold(each, a “Closing Date”).
(e) In the event of a rejection of this Subscription subscription in its entirety, or in the event if the sale of the Shares (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall will have no force or effect, except for this Section 1(e) and Section 5 hereofhereof (and, to the extent relevant thereto, Sections 4 and 6), each of which shall will remain in force and effect.
(f) The terms of this Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advance, an agreement acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Agreement.
Appears in 1 contract
Samples: Subscription Agreement (Zero Labs Automotive, Inc.)
Subscription. (a) The Subscriber undersigned (individually and/or collectively, the "Participant") hereby commits applies to purchase _____________ shares become a participant in the Units of registrable common stock and warrants (collectively, the "Units," "Shares" or the "Common Stock") of WORLD WASTE TECHNOLOGIES, INC., a California corporation ("WWT" or the "Company"), in accordance with the terms and conditions of this Subscription Agreement (the “Shares”"Subscription").
(b) of Class _________ Stock of Before this subscription for participation in the Shares is considered, the Participant must complete, execute and deliver to the Company the following:
(Class A must subscribe to a minimum i) This Subscription;
(ii) The Certificate of 2,500 shares), at a purchase price of $4.00 per share, for a total purchase price Accredited Investor Status attached hereto as Exhibit A;
(iii) The WWT Registration Rights Agreement; and
(iv) The WWT Warrant Agreement; and
(v) The Participant's check or wire transfer in the amount of $_____________________, upon the terms and conditions set forth herein (the or this “Subscription”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(bc) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated Participant hereby subscribes for _____________, 2017, with exhibits (the “Offering Circular”), as filed with the SEC. A full description _ Units at a purchase price of the Securities and the Offering is set forth in the Offering Circular. By subscribing to the Offering, the Subscriber acknowledges that he/she/it has received and reviewed a copy of the Offering Circular and any other information requested by the Subscriber in writing to make an investment decision with respect to the Securities$2.50 per Unit.
(cd) This Subscription is irrevocable by the Participant.
(e) This Subscription is not transferable or assignable by the Participant.
(f) This Subscription shall be deemed to be accepted only when this Subscription has been executed by an authorized officer of the Company. The deposit of Participant's check or wire transfer funds will not be deemed an acceptance of this Subscription.
(g) This Subscription may be accepted or rejected, rejected in whole or in part, part by the Company in its sole discretion. In addition, the event this Subscription is rejected in its entirety by the Company, all funds (without interest) and documents tendered by the Participant shall be returned. In the event that this Subscription is rejected in its sole discretionpart by the Company, may allocate the Company shall return to the Subscriber only a Participant the part of the payment relating to such rejected portion of without interest. The Company shall have the right to allocate Shares among Participants in any manner it may desire; provided, that no Participant shall be obligated to purchase more than the number of Shares subscribed for. The Company will notify the Subscriber whether this Subscription is accepted (whether set forth in whole or in partSection 1(c) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it above without interest and all of the Subscriber’s obligations hereunder shall terminatesuch Participant's prior written consent.
(dh) The maximum number of shares Participant understands that separate Subscriptions will be executed with other Participants for the remainder of the Company’s common stock that may Shares to be sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum Shares”). The Company may accept subscriptions until twelve months following the date of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of shares is required to be soldoffering.
(ei) In Placement agents and broker dealers, including Chadbourn Securities, Inc. (an NASD broker-dealer affiliate of Cagan McAfee Capital Partners, LLC), may be paid commissions in an amxxxx up to but not to exceed (i) selling commissions from the event Company up to eight percent (8%) of a rejection of this Subscription in its entirety, or in the event aggregate proceeds from the sale of the Shares, and (ii) a non-accountable expense allowance up to two percent (2%) of the aggregate proceeds from the sale of the Shares, and (iii) warrants to purchase up to ten percent (10%) of the aggregate number of Shares (or any portion thereof) sold in the offering, exercisable for seven years at an exercise price equal to the Subscriber is not consummated for any reasonOffering Price, this Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effectwith a net exercise ("cashless exercise") provision.
(fj) The terms of this Until the registration statement contemplated by the WWT Registration Rights Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed is declared effective, Participant hereby agrees not to, and will cause its affiliates not to, enter into any "put equivalent position" as such term is defined in Rule 16a-1 under the Subscriber shall have complied Securities Exchange Act of 1934, as amended, or short sale position with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered respect to the Company, in advance, an agreement acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this AgreementCommon Stock.
Appears in 1 contract
Samples: Subscription Agreement (World Waste Technologies Inc)
Subscription. (a) The Subscriber undersigned, intending to be legally bound, hereby commits irrevocably subscribes to purchase _____________ shares from Xxxxxx International, Inc., a Maryland corporation (the “Company”), the number of shares of Series A Preferred Stock (“Series A Preferred Shares”) of Class _________ Stock of the Company Company, par value $.001 per share, (Class A must subscribe to a minimum of 2,500 shares)the “Preferred Stock”) set forth on the signature page hereof, at a purchase price of (the “Purchase Price”) equal to $4.00 1,000.00 per share, for a total purchase price of $_____________________, upon . This subscription is submitted to you in accordance with and subject to the terms and conditions set forth herein described in this Agreement, the Registration Rights Agreement, of even date herewith (the or “Registration Rights Agreement”), the Warrant, of even date herewith (the “Warrant”) and the Articles Supplementary Establishing and Fixing the Rights and Preferences of a Series of Shares of Preferred Stock (the “Articles Supplementary”), relating to an offering (the “Offering”) of up to 15,000 shares of Series A Preferred Shares (the aggregate number of shares sold pursuant to this Agreement is herein referred to as the “SubscriptionShares”). The total purchase price for undersigned acknowledges that Sheridan Road Capital LLC will receive 7% of the Subscription is payable proceeds of all Series A Preferred Shares sold by them in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “SecuritiesOffering.”
(b) The Subscriber understands that Subscription payments should be made payable to “Xxxxxx International, Inc.,” and should be delivered, together with two executed and properly completed copies of this Agreement. If the Securities are being offered pursuant subscription is not accepted in whole or in part by the Company, the full or ratable amount, as the case may be, of any subscription payment received will be promptly refunded to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits (the “Offering Circular”), as filed with the SEC. A full description of the Securities and the Offering is set forth in the Offering Circular. By subscribing to the Offering, the Subscriber acknowledges that he/she/it has received and reviewed a copy of the Offering Circular and any other information requested by the Subscriber in writing to make an investment decision with respect to the Securitiessubscriber without deduction therefrom or interest thereon.
(c) This Subscription may be If this subscription is accepted or rejectedby the Company, in whole or in part, by and subject to the conditions set forth in Section 2 of this Agreement, the Company in its sole discretion. In addition, the Company, in its sole discretion, may allocate shall deliver to the Subscriber only a portion undersigned the Shares subscribed for hereby, dated the date of the number Closing, and a fully executed copy of Shares subscribed for. The Company will notify the Subscriber whether this Subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it without interest and all of the Subscriber’s obligations hereunder shall terminateAgreement.
(d) The maximum number of shares of the Company’s common stock that undersigned may be sold in not withdraw this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum Shares”). The Company may accept subscriptions until twelve months following the date of the Offering Circular, unless subscription or any amount paid pursuant thereto except as otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of shares is required to be soldprovided below.
(e) In the event of a rejection of this Subscription in its entirety, or If any other purchaser in the event Offering obtains more favorable terms from the sale of Company than those obtained by the Shares (or any portion thereof) undersigned, the Company hereby agrees to amend the relevant documents to provide the same terms to the Subscriber is not consummated for any reason, this Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effectundersigned.
(f) The terms If and when a closing of this Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns Offering (collectively, “TransfereesClosing”); provided that for any such transfer to be deemed effective) occurs, the Subscriber shall have complied with Company will issue to the Right undersigned Warrants for the purchase of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to 250 shares of common stock of the Company, in advancepar value $.001 per share (“Common Stock”), an agreement acceptable for every Series A Preferred Share purchased by the undersigned. The Company will issue to the Companyundersigned additional Warrants for the purchase of 150 shares of Common Stock for every Series A Preferred Share purchased by the undersigned if, in its sole discretionbut only if, pursuant to which (i) the proposed Transferee shall acknowledge, agreeClosing occurs, and be bound by (ii) the representations and warranties of the Subscriber and the terms of this AgreementCompany fails to replace General Electric Capital Corporation (“GECC”) with another senior creditor no later than June 30, 2007.
Appears in 1 contract
Samples: Subscription Agreement (Butler International Inc /Md/)
Subscription. (a) The Subscriber hereby commits to purchase _____________ shares (the “Shares”) of Class _________ Stock of the Company (Class A must subscribe to a minimum of 2,500 shares), at a purchase price of $4.00 per share, for a total purchase price of AMOUNT OF INVESTMENT: $_____________________, upon the terms and conditions set forth herein (the or this “Subscription”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated ______________________ NUMBER OF MEMBERSHIP INTERESTS PURCHASED: ___________________ Purchasers are required to electronically complete this Subscription Agreement for the desired investment amount. A Purchaser’s electronic signature, 2017whether digital or encrypted, included in this Subscription Agreement is intended to authenticate this Subscription Agreement and to have the same force and effect as a manual signature. Electronic signature means any electronic symbol or process associated with exhibits a record and adopted by Purchaser with intent to sign such record. Subject to the terms and conditions of the Agreement, the undersigned (“Purchaser”) hereby irrevocably subscribes for and agrees to purchase Membership Interests (“Membership Interests”) offered by CIRCLE OF WEALTH FUND III LLC, an Idaho limited liability company (the “Company”), in the amount indicated above, all in accordance with the terms and conditions of this Subscription Agreement, the Certificate of Formation (the “Certificate”), the Company’s Operating Agreement (“Operating Agreement”) and Offering Circular dated April 6, 2020, as amended (the “Offering Circular”), as filed with the SEC. A full description of the Securities and the Offering is set forth in the Offering Circular. By subscribing to the Offering, the Subscriber acknowledges that he/she/it has received and reviewed a copy of the Offering Circular and any other information requested by the Subscriber in writing to make an investment decision with respect to the Securities.
(ca) Purchaser acknowledges and agrees that this subscription cannot be withdrawn, terminated, or revoked. Purchaser agrees to become a Member and to be bound by all the terms and conditions of the Operating Agreement. This subscription shall be binding on the heirs, executors, administrators, successors and assigns of the Purchaser. This subscription is not transferable or assignable by the Purchaser, except as expressly provided in the terms and conditions of the actual Operating Agreement.
(b) This Subscription subscription may be accepted or rejected, in rejected as a whole or in part, part by the Company in its sole and absolute discretion. In addition, the Company, in its sole discretion, may allocate to the Subscriber only a portion of the number of Shares subscribed for. The Company will notify the Subscriber whether If this Subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription subscription is rejected, the SubscriberPurchaser’s payment (or portion thereof if partially rejected) will funds shall be returned to him/her/it without interest and all the extent of such rejection. This subscription shall be binding on the Company only upon its acceptance of the Subscribersame.
(c) Neither the execution nor the acceptance of this Subscription Agreement constitutes the Purchaser as a Member, shareholder or secured creditor of the Company. This is an agreement only to purchase the Membership Interests in the amount set forth above; and the Purchaser will become a Member (and not a shareholder or secured creditor) only after the Purchaser’s obligations hereunder funds are duly transferred to the account of the Company and the Membership Interests are issued thereupon to the Purchaser. Until such time, the Purchaser shall terminatehave only those rights as may be set forth in this Subscription Agreement.
(d) The maximum number offering of shares of the Company’s common stock that may be sold Membership Interests is described in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum Shares”). The Company may accept subscriptions until twelve months following the date of the Offering Circular, unless otherwise extended that is available through the online website platform xxxxx://xxxxxx.xxxxxxxxxxxxxxxxxxxxx.xxx (“Platform”), which is hosted by CrowdEngine Inc., and operated by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Date”)Company. Once acceptedPurchaser must read this Agreement, the Offering Circular, and Operating Agreement. By signing electronically below, Purchaser agrees to the following terms together with the Platform’s Terms and Conditions, Terms of Use, and consent to the Platform’s Privacy Policy, and agree to transact business with the Company may immediately use and to receive communications relating to the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of shares is required to be soldMembership Interests electronically.
(e) In Once Purchaser makes a funding commitment to purchase Membership Interests, it is irrevocable until the event of a rejection of this Subscription in its entiretyMembership Interests are issued, the purchase is rejected by the Company, or in the event Company otherwise determines not to proceed with the sale of the Shares (or any portion thereof) to the Subscriber is not consummated for any reason, this Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effecttransaction.
(f) The Purchaser’s rights and responsibilities will be governed by the terms and conditions of this Agreement shall be binding Subscription Agreement, the Offering Circular, the Certificate and Operating Agreement. If Purchaser is deemed an Accredited Investor, the Company will rely upon the Subscriber and its transferees, heirs, successors and assigns (collectively, information provided in this Subscription Agreement to confirm that the Purchaser is an “Transferees”); provided that for any such transfer to be deemed effectiveAccredited Investor” as defined in Regulation D promulgated under the Act. If Purchaser is a non-accredited investor, the Subscriber shall have complied with Company will reply upon the Right information provided in this Subscription Agreement to confirm that the Purchaser is sophisticated and meets the non-accredited suitability standards further outlined below, that will allow the investor to purchase Membership Interests.
(g) Should the process from depositing an investor’s funds into the account of First Refusal provisions set forth under Section 2 below the Company and Transferee shall have executed and delivered acceptance as a Member take longer than Fifteen (15) days, the Investor may request in writing to recover his, her or its investment funds. If, upon receipt of such request in writing, the CompanyCompany has not yet accepted the Investor as a Member, in advance, an agreement acceptable to then the CompanyCompany may, in its sole and absolute discretion, pursuant return the Investor’s funds to which the proposed Transferee shall acknowledge, agree, investor and be bound by revoke the representations and warranties Subscription Agreement within Ten (10) business days of receipt of such request from the Subscriber and the terms of this AgreementInvestor.
Appears in 1 contract
Samples: Subscription Agreement (Circle of Wealth Fund III LLC)
Subscription. (a) The Subscriber hereby commits Prior to purchase _____________ the Effective Time, Franx X. Xxxxxx xxxll have entered into a Subscription Agreement in substantially the form of Exhibit 2 C attached hereto and thereby subscribed for 1,636,361 shares (the “Shares”) of Class _________ Stock of the Company (Class A must subscribe to a minimum of 2,500 shares)common stock, at a purchase price of par value $4.00 0.01 per share, of Capstar Broadcasting Partners, Inc., a Delaware corporation, in exchange for a total purchase price 117,073 shares of $_____________________, upon the terms and conditions set forth herein (the or this “Subscription”)Common Stock held of record by Mr. Xxxxxx. The total purchase price for Xhe Closing contemplated by the Subscription is payable Agreement shall have occurred immediately prior to the Effective Time."
3. As of and after the date hereof, OCC Holding shall not be a party to the Merger Agreement. All references in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred Merger Agreement, to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits (the “Offering Circular”)OCC Holding, as filed with Parent or otherwise, shall hereby be deemed, as of and after the SEC. A full description of the Securities and the Offering is set forth in the Offering Circular. By subscribing date hereof, to the Offering, the Subscriber acknowledges that he/she/it has received and reviewed a copy of the Offering Circular and any other information requested by the Subscriber in writing refer to make an investment decision with respect to the SecuritiesCMI for all purposes.
(c) This Subscription may be accepted or rejected, in whole or in part, by the Company in its sole discretion4. In addition, the CompanyCMI, in its capacity as the sole discretionstockholder of Mergeco, may allocate to by its execution and delivery of this First Amendment, approves and adopts this First Amendment, the Subscriber only a portion Merger Agreement and the transactions contemplated hereby and thereby.
5. Exhibit A (Restated Certificate of Incorporation of Osboxx Xxxmunications Corporation) of the number of Shares subscribed forMerger Agreement is hereby deleted in its entirety.
6. The Company will notify the Subscriber whether this Subscription is accepted Exhibit B (whether in whole or in partEmployment Agreement) or rejected, within 30 days of the receipt Merger Agreement is hereby amended and restated to read in its entirety as Exhibit 1 attached hereto.
7. Exhibit C (Subscription Agreement for OCC Holding Corporation) of the fully-executed Merger Agreement is hereby amended and tender of fundsrestated to read in its entirety as Exhibit 2 attached hereto.
8. If the Subscription is rejectedExcept as herein specifically amended or supplemented, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it without interest Merger Agreement shall continue in full force and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum number of shares of the Company’s common stock that may be sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum Shares”). The Company may accept subscriptions until twelve months following the date of the Offering Circular, unless otherwise extended by the Company in its sole discretion effect in accordance with applicable SEC regulations for such additional period as its terms.
9. This First Amendment may be sought to sell executed and delivered (including by facsimile transmission) in one or more counterparts, all of which shall be considered one and the Maximum Shares (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect to set an earlier Termination Date same agreement and end the Offering. No minimum number of shares is required to be sold.
(e) In the event of a rejection of this Subscription in its entirety, shall become effective when one or in the event the sale more counterparts have been signed by each of the Shares (or any portion thereof) to the Subscriber is not consummated for any reason, this Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed parties and delivered to the Companyother parties, in advance, an agreement acceptable to it being understood that all parties need not sign the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Agreementsame counterpart.
Appears in 1 contract
Subscription. (a) The Subscriber hereby commits Subject to purchase _____________ shares (the “Shares”) of Class _________ Stock of the Company (Class A must subscribe to a minimum of 2,500 shares), at a purchase price of $4.00 per share, for a total purchase price of $_____________________, upon the terms and conditions set forth herein hereof, and in reliance upon the representations and warranties contained in this subscription agreement (this “Agreement”), the undersigned (the or this “SubscriptionSubscriber”) irrevocably subscribes for and agrees to purchase shares of common stock (“Shares”), of TPG Specialty Lending, Inc. (the “Company”) on the terms and conditions described herein, in the Company’s Private Placement Memorandum (together with any appendices and supplements thereto, the “Memorandum”), in the Company’s Amended and Restated Certificate of Incorporation, dated as of [•], 2011 (the “Certificate”), in the Company’s Bylaws, dated as of [•], 2011 (the “Bylaws”), in the Investment Advisory and Management Agreement between the Company and TSL Advisers, LLC (the “Adviser”), dated as of [•], 2011 (the “Advisory Agreement”) and in the Administration Agreement between the Company and the Adviser, dated as of [•], 2011 (the “Administration Agreement”). The total purchase price Subscriber has received the Memorandum, the Certificate, the Bylaws, the Advisory Agreement and the Administration Agreement. The Company expects to enter into separate subscription agreements (the “Other Subscription Agreements,” and, together with this Agreement, the “Subscription Agreements”) with other subscribers (the “Other Subscribers,” and together with the Subscriber, the “Subscribers”), providing for the sale of Shares to the Other Subscribers. This Agreement and the Other Subscription is payable Agreements are separate agreements, and the sales of Shares to the undersigned and the Other Subscribers are to be separate sales. Capitalized terms used but not defined herein have the meanings ascribed to them in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “SecuritiesMemorandum.”
(b) The Subscriber understands that the Securities are being offered pursuant agrees to purchase Shares for an aggregate purchase price equal to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits amount set forth on the signature page hereof (the “Offering CircularCapital Commitment”), payable at such times and in such amounts as filed with required by the SEC. A full description of Company, under the Securities terms and subject to the Offering is conditions set forth in the Offering Circularherein. By subscribing to the OfferingOn each Capital Drawdown Date (as defined below), the Subscriber acknowledges that he/she/it has received and reviewed a copy of the Offering Circular and any other information requested by the Subscriber in writing agrees to make an investment decision with respect to the Securities.
(c) This Subscription may be accepted or rejected, in whole or in part, by the Company in its sole discretion. In addition, purchase from the Company, in its sole discretion, may allocate and the Company agrees to issue to the Subscriber only Subscriber, a portion of the number of Shares subscribed for. The Company equal to the Drawdown Share Amount at an aggregate price equal to the Drawdown Purchase Price; provided, however, that in no circumstance will notify the a Subscriber whether this Subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum number of shares of the Company’s common stock that may be sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum Shares”). The Company may accept subscriptions until twelve months following the date of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of shares is required to be soldpurchase Shares for an amount in excess of its Unused Capital Commitment.
(e) In the event of a rejection of this Subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to the Subscriber is not consummated for any reason, this Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advance, an agreement acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Agreement.
Appears in 1 contract
Samples: Subscription Agreement (TPG Specialty Lending, Inc.)
Subscription. (a) The Subscriber hereby commits to purchase _____________ shares undersigned (the “SharesSubscriber”) hereby irrevocably subscribes for and agrees to purchase Units (the “Units”), of Class _________ Stock Madrre Tierra Mining Ltd., a British Columbia, Canada corporation (the “Company”). Each Unit is comprised of one common share in the capital of the Company Company, with no par value per share (Class A must subscribe to a minimum of 2,500 shares“Common Share”), and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant”) to purchase one additional Common Share (a “Warrant Share”) at an exercise price of $0.75 per Warrant Share. Such purchases shall be made at a purchase price of $4.00 0.50 per share, for a total purchase price of $_____________________Unit (the “Per Security Price”), upon the terms and conditions set forth herein (the or this “Subscription”)herein. The total minimum purchase that may be made by any Subscriber shall be $1,000. Subscriptions for investment below the minimum investment may be accepted at the discretion of the Company. The purchase price for the Subscription of each Unit is payable in the manner provided in Section 3 2(a) below. The Units, the Common Shares, the Warrants and the underlying Warrant Shares being subscribed for under this Subscription Agreement and subscribed for herein are sometimes referred to herein as the “Securities.” The rights and preferences of the Units are as set forth in the Articles of Incorporation, as amended, of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular offering circular dated _____________, 2017, with exhibits 2021 (the “Offering Circular”), as filed with the SEC. A full description SEC as part of the Securities and the Offering is set forth in the Offering CircularStatement. By subscribing to the Offering, the Subscriber acknowledges that he/she/it Subscriber has received and reviewed a copy this Subscription Agreement, copies of the Offering Circular and Offering Statement and any other information requested required by the Subscriber in writing to make an investment decision with respect to the Securities.
(c) This Subscription The Subscriber’s subscription may be accepted or rejected, rejected in whole or in part, at any time prior a Closing Date (as hereinafter defined), by the Company in at its sole discretion. In addition, the Company, in at its sole discretion, may allocate to the Subscriber only a portion of the number of Shares the Units that Subscriber has subscribed forto purchase hereunder. The Company will notify the Subscriber whether this Subscription subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it Subscriber without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum aggregate number of shares of the Company’s common stock Units that may be sold by the Company in this Offering offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock 57,142,857 (collectively, the “Maximum SharesOffering”). The Company may accept subscriptions until twelve months following the date termination of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares its terms (the “Termination Date”). Once accepted, There is no minimum required offering amount and the Company may immediately use elect at any time to close all or any portion of this offering on various dates at or prior to the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of shares is required to be sold(each a “Closing Date”).
(e) In the event of a rejection of this Subscription subscription in its entirety, or in the event the sale of the Shares Units (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(fg) The terms of this Subscription Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, Company in advance, advance an agreement instrument in form acceptable to the Company, Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the Subscriber, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 1 contract
Subscription. (a) The Subscriber undersigned (“Subscriber”) hereby commits irrevocably subscribes for and agrees to purchase _____________ shares Non-Voting Common Stock (the “SharesSecurities” or “Common Stock” or “Non-Voting Common Stock”) ), of Class _________ Stock of Elegance Spirits, Inc., a Delaware corporation (the Company (Class A must subscribe to a minimum of 2,500 shares“Company”), at a purchase price of $4.00 10.00 per share, for share (the “Per Security Price”) with a total minimum purchase price of 25 shares or $_____________________, 250.00 or higher subject to the discretionary of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein herein. The rights of the Common Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the Company filed with the SEC (the or this “SubscriptionOffering Circular”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _____________December 26, 20172018 , with exhibits (the “Offering Circular”), as filed with the SEC. A full description SEC as part of the Securities and the Offering is set forth in the Offering Circular. By subscribing to the Offeringexecuting this Subscription Agreement, the Subscriber acknowledges that he/she/it Subscriber has received and reviewed a copy this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information requested required by the Subscriber in writing to make an investment decision with respect to the Securitiesdecision.
(c) This Subscription Subscriber’s subscription may be accepted or rejected, rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company in at its sole discretion. In addition, the Company, in at its sole discretion, may allocate to the Subscriber only a portion of the number of Shares Securities Subscriber has subscribed for. The Company will notify the Subscriber whether this Subscription subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it Subscriber without interest and all of the Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate.
(d) The maximum aggregate number of shares of the Company’s common stock that may be Securities sold in this Offering shall not exceed 500,000 5,000,000 shares of Class A Stock and 250,000 shares of Class B Non-Voting Common Stock (collectively, the “Maximum Number of Shares”). The Company may accept subscriptions until twelve months following the date of the Offering CircularDecember 26, 2019, unless otherwise the earliest of extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Date”). Once accepted, ) or until the Company may immediately use Maximum Number of Shares under the proceeds from this Subscription for its business needs, in its sole discretionOffering are sold. The Company may elect at any time to set an earlier close all or any portion of this offering, on various dates at or prior to the Termination Date and end the Offering. No minimum number of shares is required to be sold(each a “Closing Date”).
(e) In the event of a rejection of this Subscription subscription in its entirety, or in the event the sale of the Shares Securities (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, Company in advance, advance an agreement instrument in a form acceptable to the Company, Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 1 contract
Samples: Subscription Agreement
Subscription. (a) The Subscriber undersigned (“Subscriber”) hereby commits subscribes for and agrees to purchase _____________ the number of membership interests, which we refer to herein as shares (the “SharesSecurities”) of Class _________ Stock Series 1-1, a series of StartEngine Private Funds LLC, (the Company (Class A must subscribe to a minimum of 2,500 shares“Company”), a Delaware limited liability company (the “Master LLC”) set forth on the signature page hereof at a purchase price of $4.00 121.42 per share. The minimum investment amount is $20,155.72, for or 166 shares of the Company; provided that the Company may accept a total purchase price lower investment amount in its sole discretion. The rights of $_____________________the Securities are as set forth in the Limited Liability Company Agreement of StartEngine Private Funds LLC (the “Master Operating Agreement”) and the Limited Liability Company Agreement of Series 1-1, a series of StartEngine Private Funds LLC (the “Series Operating Agreement”, and collectively with the Master Operating Agreement, the “Operating Agreements”).
(b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement and any other information required by the Subscriber to make an investment decision.
(c) Effective upon the Company’s acceptance of this Subscription Agreement, the Subscriber shall be a member of the Company, and the Subscriber agrees to adhere to and be bound by, the terms and conditions set forth herein of the Series Operating Agreement as if the Subscriber were a party to it (the or this “Subscription”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant and grants to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits (the “Offering Circular”), as filed with the SEC. A full description of the Securities Manager and the Offering is set forth in the Offering Circular. By subscribing to the OfferingLiquidating Trustee, if applicable, the Subscriber acknowledges that he/she/it has received and reviewed a copy power of the Offering Circular and any other information requested by the Subscriber in writing to make an investment decision with respect to the Securitiesattorney described therein).
(cd) This Subscription may be accepted or rejected, rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company in at its sole discretion. Upon the receipt of funds in accordance with Section 2(a) below and confirmation of accredited investor status in accordance with Section 4(d), the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, in at its sole discretion, may allocate to the Subscriber only a portion of the number of Shares Securities that Subscriber has subscribed for. The Company will notify the Subscriber whether this Subscription subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it Subscriber without interest and all (of the such rejected portion) of Subscriber’s obligations hereunder shall terminate.
(de) The maximum number aggregate amount of shares of the Company’s common stock that may be Securities sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock $%%MAX_FUNDING_AMOUNT%%, unless otherwise increased by the Company in its sole discretion (collectively, the “Maximum SharesOffering”). The Company may accept subscriptions until twelve months following the date of the Offering Circular%%FUNDING_END_DATE%%, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect at any time to set an earlier close all or any portion of this offering, on various dates at or prior to the Termination Date and end the Offering. No minimum number of shares is required to be sold(each a “Closing Date”).
(ef) In the event of a rejection of this Subscription subscription in its entirety, or in the event the sale of the Shares Securities (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advance, an agreement acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Agreement.
Appears in 1 contract
Samples: Purchase Agreement
Subscription. (a) The Subscriber hereby commits to purchase _____________ shares (the “Shares”) of Class _________ Stock of the Company (Class A must subscribe to a minimum of 2,500 shares), at a purchase price of $4.00 per share, for a total purchase price of AMOUNT OF INVESTMENT: $_____________________, upon the terms and conditions set forth herein (the or this “Subscription”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated ______________________ NUMBER OF MEMBERSHIP INTERESTS PURCHASED: ___________________ Purchasers are required to electronically complete this Subscription Agreement for the desired investment amount. A Purchaser’s electronic signature, 2017whether digital or encrypted, included in this Subscription Agreement is intended to authenticate this Subscription Agreement and to have the same force and effect as a manual signature. Electronic signature means any electronic symbol or process associated with exhibits a record and adopted by Purchaser with intent to sign such record. Subject to the terms and conditions of the Agreement, the undersigned (“Purchaser”) hereby irrevocably subscribes for and agrees to purchase Membership Interests (“Membership Interests”) offered by CIRCLE OF WEALTH FUND III LLC, an Idaho limited liability company (the “Company”), in the amount indicated above, all in accordance with the terms and conditions of this Subscription Agreement, the Certificate of Formation (the “Certificate”), the Company’s Operating Agreement (“Operating Agreement”) and Offering Circular dated August 9, 2019, as amended (the “Offering Circular”), as filed with the SEC. A full description of the Securities and the Offering is set forth in the Offering Circular. By subscribing to the Offering, the Subscriber acknowledges that he/she/it has received and reviewed a copy of the Offering Circular and any other information requested by the Subscriber in writing to make an investment decision with respect to the Securities.
(ca) Purchaser acknowledges and agrees that this subscription cannot be withdrawn, terminated, or revoked. Pxxxxxxxx agrees to become a Member and to be bound by all the terms and conditions of the Operating Agreement. This subscription shall be binding on the heirs, executors, administrators, successors and assigns of the Purchaser. This subscription is not transferable or assignable by the Purchaser, except as expressly provided in the terms and conditions of the actual Operating Agreement.
(b) This Subscription subscription may be accepted or rejected, in rejected as a whole or in part, part by the Company in its sole and absolute discretion. In addition, the Company, in its sole discretion, may allocate to the Subscriber only a portion of the number of Shares subscribed for. The Company will notify the Subscriber whether If this Subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription subscription is rejected, the SubscriberPurchaser’s payment (or portion thereof if partially rejected) will funds shall be returned to him/her/it without interest and all the extent of such rejection. This subscription shall be binding on the Company only upon its acceptance of the Subscribersame.
(c) Neither the execution nor the acceptance of this Subscription Agreement constitutes the Purchaser as a Member, shareholder or secured creditor of the Company. This is an agreement only to purchase the Membership Interests in the amount set forth above; and the Purchaser will become a Member (and not a shareholder or secured creditor) only after the Purchaser’s obligations hereunder funds are duly transferred to the account of the Company and the Membership Interests are issued thereupon to the Purchaser. Until such time, the Purchaser shall terminatehave only those rights as may be set forth in this Subscription Agreement.
(d) The maximum number offering of shares of the Company’s common stock that may be sold Membership Interests is described in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum Shares”). The Company may accept subscriptions until twelve months following the date of the Offering Circular, unless otherwise extended that is available through the online website platform hxxxx://xxxxxx.xxxxxxxxxxxxxxxxxxxxx.xxx (“Platform”), which is hosted by CrowdEngine Inc., and operated by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Date”)Company. Once acceptedPurchaser must read this Agreement, the Offering Circular, and Operating Agreement. By signing electronically below, Pxxxxxxxx agrees to the following terms together with the Platform’s Terms and Conditions, Terms of Use, and consent to the Platform’s Privacy Policy, and agree to transact business with the Company may immediately use and to receive communications relating to the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of shares is required to be soldMembership Interests electronically.
(e) In Once Purchaser makes a funding commitment to purchase Membership Interests, it is irrevocable until the event of a rejection of this Subscription in its entiretyMembership Interests are issued, the purchase is rejected by the Company, or in the event Company otherwise determines not to proceed with the sale of the Shares (or any portion thereof) to the Subscriber is not consummated for any reason, this Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effecttransaction.
(f) The Purchaser’s rights and responsibilities will be governed by the terms and conditions of this Agreement shall be binding Subscription Agreement, the Offering Circular, the Certificate and Operating Agreement. If Purchaser is deemed an Accredited Investor, the Company will rely upon the Subscriber and its transferees, heirs, successors and assigns (collectively, information provided in this Subscription Agreement to confirm that the Purchaser is an “Transferees”); provided that for any such transfer to be deemed effectiveAccredited Investor” as defined in Regulation D promulgated under the Act. If Purchaser is a non-accredited investor, the Subscriber shall have complied with Company will reply upon the Right information provided in this Subscription Agreement to confirm that the Purchaser is sophisticated and meets the non-accredited suitability standards further outlined below, that will allow the investor to purchase Membership Interests.
(g) Should the process from depositing an investor’s funds into the account of First Refusal provisions set forth under Section 2 below the Company and Transferee shall have executed and delivered acceptance as a Member take longer than Fifteen (15) days, the Investor may request in writing to recover his, her or its investment funds. If, upon receipt of such request in writing, the CompanyCompany has not yet accepted the Investor as a Member, in advance, an agreement acceptable to then the CompanyCompany may, in its sole and absolute discretion, pursuant return the Investor’s funds to which the proposed Transferee shall acknowledge, agree, investor and be bound by revoke the representations and warranties Subscription Agreement within Ten (10) business days of receipt of such request from the Subscriber and the terms of this AgreementInvestor.
Appears in 1 contract
Samples: Subscription Agreement (Circle of Wealth Fund III LLC)
Subscription. (aA) The Subscriber undersigned hereby commits irrevocably subscribes for and agrees to purchase _____________ shares (the “Shares”) of Class _________ Stock number of the Company (Class A must subscribe to a minimum of 2,500 shares), Shares indicated on the signature page hereto at a purchase price of $4.00 2.00 per share, for a total purchase price of $_____________________, upon the terms and conditions set forth herein (the or this “Subscription”)Unit. The total undersigned agrees to wire transfer funds or deliver a check made out to "Telegen Corporation" in an amount equal to the aggregate purchase price for the Subscription is payable in Units (the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred "Payment") to herein an escrow account established by the Company's Placement Agent as of the “Securitiesdate hereof.”
(bB) The Subscriber undersigned understands that the Securities are being offered pursuant to Payment (or, in the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits (the “Offering Circular”), as filed with the SEC. A full description case of rejection of a portion of the Securities and the Offering is set forth in the Offering Circular. By subscribing to the Offeringundersigned's subscription, the Subscriber acknowledges that he/she/it has received and reviewed a copy part of the Offering Circular and any other information requested by Payment relating to such rejected portion) will be returned promptly, without interest or deduction, if the Subscriber in writing to make an investment decision with respect to the Securities.
(c) This Subscription may be accepted or rejected, undersigned's subscription is rejected in whole or in part. The Company, if it accepts this subscription, or part thereof and receipt by the Company in its sole discretionof the Payment, will promptly provide written notice to the undersigned of receipt and acceptance of such subscription or part thereof. In additionSubject to the acceptance by the Company of the subscription, or part thereof, the Company, in its sole discretion, may allocate Company shall cause to be issued to the Subscriber only a undersigned with reasonable promptness the number of Units represented by the accepted portion of the number of Shares subscribed for. The Company will notify the Subscriber whether this Subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it without interest and all of the Subscriber’s obligations hereunder shall terminatesubscription.
(dC) The maximum number of shares undersigned hereby agrees to be bound hereby upon (i) execution and delivery to the Company of the Company’s common stock that may be sold in signature page to this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock Subscription Agreement, (collectively, the “Maximum Shares”). The Company may accept subscriptions until twelve months following the date of the Offering Circular, unless otherwise extended ii) acceptance by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell of the Maximum Shares undersigned's subscription (the “Termination Date”"Subscription") and (iii) the form of the Warrants attached hereto as Exhibit A and Exhibit B, respectively, which specifies the rights afforded to each Warrant (the "Warrant Agreement"). Once accepted, This Agreement and the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of shares is required to be sold.
(e) In the event of a rejection of this Subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to the Subscriber is not consummated for any reason, this Warrant Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effectconstitute the Unit Agreements.
(f) The terms of this Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advance, an agreement acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Agreement.
Appears in 1 contract
Samples: Subscription Agreement (Elara LTD)
Subscription. (a) The Subscriber undersigned (“Subscriber”) hereby commits irrevocably subscribes for and agrees to purchase _____________ shares membership interests (the “SharesSecurities”) ), of Class _________ Stock Ark7 Properties LLC - Series #DJVWQ, a registered series of a Delaware series limited liability company, (the Company (Class A must subscribe to a minimum of 2,500 shares“Company”), at a purchase price of $4.00 28.50 per share, for a total purchase price of $_____________________membership interest (the “Per Security Price”), upon the terms and conditions set forth herein herein. The rights of the membership interest are as set forth in the Operating Agreement of Ark7 Properties LLC and the respective series designation, filed as Exhibit 2.2 to the Offering Statement of the Company filed with the SEC (the or this “SubscriptionOffering Statement”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular offering circular dated _______[______, 2017, with exhibits 2021] (the “Offering Circular”), as ) filed with the SEC. A full description SEC as part of the Securities and the Offering is set forth in the Offering CircularStatement. By subscribing to the Offeringexecuting this Subscription Agreement, the Subscriber acknowledges that he/she/it Subscriber has received and reviewed a copy this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information requested required by the Subscriber in writing to make an investment decision with respect decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the SecuritiesOperating Agreement.
(c) This Subscription The Subscriber’s subscription may be accepted or rejected, rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company in at its sole discretion. In addition, the Company, in at its sole discretion, may allocate to the Subscriber only a portion of the number of Shares Securities Subscriber has subscribed for. The Company will notify the Subscriber whether this Subscription subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it Subscriber without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum aggregate number of shares of the Company’s common stock that may be Securities sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock $1,203,327 (collectively, the “Maximum SharesOffering”). The Company may accept subscriptions until twelve months following the date termination of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares its terms (the “Termination Date”). Once acceptedThere is no minimum offering condition, and the Company may immediately use elect at any time to close all or any portion of this offering, on various dates at or prior to the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of shares is required to be sold(each a “Closing Date”).
(e) In the event of a rejection of this Subscription subscription in its entirety, or in the event the sale of the Shares Securities (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advance, an agreement acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Agreement.
Appears in 1 contract
Subscription. (a) The Subscriber undersigned (whether one or more, hereafter referred to as the “Subscriber”) hereby commits irrevocably subscribes for and agrees to purchase _____________ shares the number of Class A Common Units (the “SharesSecurities”) of Class _________ Stock of Majestic Funding Partners, LLC, a Delaware limited liability company (the Company (Class A must subscribe to a minimum of 2,500 shares“Company”), at a purchase price of $4.00 10.00 per shareUnit (the “Per Unit Price”), for with a total minimum purchase price of five hundred dollars ($_____________________500.00) which is fifty (50) Units or higher (“Minimum Purchase”), subject to the discretion of the Company and upon the terms and conditions set forth herein herein. The rights of the Class A Common Unit(s) are as set forth in the Certificate of Formation and Operating Agreement of the Company, each included in the Exhibits to the offering circular of the Company filed with the SEC (the or this “SubscriptionOffering Circular”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-Aan offering statement dated October 15, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits 2023 (the “Offering CircularStatement”), as a copy of which has been filed with the SEC. A full description By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Securities and the Offering is set forth in the Offering Circular. By subscribing to , including the OfferingExhibits thereto, the Subscriber acknowledges that he/she/it has received and reviewed a copy of the Offering Circular and any other Offering Materials or other information requested required by the Subscriber in writing to make an investment decision with respect to the Securitiesdecision.
(c) This Subscription Subscriber’s subscription may be accepted or rejected, rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company Company, in its sole discretion. In addition, the Company, in its sole discretion, may allocate to the Subscriber only a portion of the number of Shares subscribed forSecurities for which the Subscriber has subscribed. The Company will notify the Subscriber whether this Subscription subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it Subscriber without interest and all of the Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate.
(d) The maximum aggregate number of shares of the Company’s common stock that may be Securities sold in this Offering shall not exceed 500,000 shares of 4,500,000 Class A Stock and 250,000 shares of Class B Stock Common Unit(s) (collectively, the “Maximum SharesNumber of Units”). The Company may accept subscriptions until twelve months following the date of the Offering Circular___________, 2024, unless otherwise extended by the Company Company, in its sole discretion discretion, in accordance with applicable SEC regulations for such additional period as may be sought to sell or until the Maximum Shares Number of Units under the Offering are sold, whichever shall first occur (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect at any time to set an earlier close all or any portion of this offering, on various dates at or prior to the Termination Date and end the Offering. No minimum number of shares is required to be sold(each a “Closing Date”).
(e) In This Agreement and the covenants made herein shall survive the closing of the purchase of the Securities, provided, however, that in the event of a rejection of this Subscription subscription in its entirety, or in the event the sale of the Shares Securities (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which section shall survive termination of this Subscription Agreement and shall remain in full force and effect.
(f) The terms of this Subscription Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (individually and collectively, the “TransfereesTransferee”); provided provided, however, that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advance, an agreement instrument in a form acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agreeagree to, and be bound by the representations and warranties of the Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
(g) By agreeing to these provisions, Subscribers will not be deemed to have waived their rights under the federal securities laws and the rules and regulations thereunder.
Appears in 1 contract
Samples: Subscription Agreement (Majestic Funding Partners, LLC)
Subscription. (a) The Subscriber undersigned (“Subscriber”) hereby commits irrevocably subscribes for and agrees to purchase Shares of TCM Coin Series of Preferred Stock (the “Securities” or “Preferred Stock” or “Coin”), of AW Blockchain Mining, Inc., a Wyoming corporation (the “Company”), at a purchase price of $1.00 per share (the “Per Security Price”) upon the terms and conditions set forth herein. The rights of the TCM Coin Series of Preferred Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the Company filed with the SEC (the “Offering Circular”).
(b) Subscriber understands that the Securities are being offered pursuant to an Offering Circular dated _______________________________ , filed with the SEC as part of the Offering Circular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate.
(d) The aggregate number of Securities sold shall not exceed 50,000,000 shares of TCM Coin Series of Preferred Stock (the “Maximum Number of Shares”) of Class ). The Company may accept subscriptions until _________ Stock of the Company (Class A must subscribe to a minimum of 2,500 shares), at a purchase price of $4.00 per share, for a total purchase price of $_____________________, upon unless the terms and conditions set forth herein (the or this “Subscription”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits (the “Offering Circular”), as filed with the SEC. A full description earliest of the Securities and the Offering is set forth in the Offering Circular. By subscribing to the Offering, the Subscriber acknowledges that he/she/it has received and reviewed a copy of the Offering Circular and any other information requested by the Subscriber in writing to make an investment decision with respect to the Securities.
(c) This Subscription may be accepted or rejected, in whole or in part, by the Company in its sole discretion. In addition, the Company, in its sole discretion, may allocate to the Subscriber only a portion of the number of Shares subscribed for. The Company will notify the Subscriber whether this Subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum number of shares of the Company’s common stock that may be sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum Shares”). The Company may accept subscriptions until twelve months following the date of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Date”). Once accepted, ) or until the Company may immediately use Maximum Number of Shares under the proceeds from this Subscription for its business needs, in its sole discretionOffering are sold. The Company may elect at any time to set an earlier close all or any portion of this offering, on various dates at or prior to the Termination Date and end the Offering. No minimum number of shares is required to be sold(each a “Closing Date”).
(e) In the event of a rejection of this Subscription subscription in its entirety, or in the event the sale of the Shares Securities (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, Company in advance, advance an agreement instrument in a form acceptable to the Company, Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 1 contract
Samples: Subscription Agreement (AW Blockchain Mining, Inc.)
Subscription. (a) The Subscriber undersigned (“Subscriber”) hereby commits irrevocably subscribes for and agrees to purchase _____________ shares (each a “Share”) of Common Stock, par value $0.0001 (the “SharesCommon Stock”), of Spirits Capital Corporation, a Delaware corporation (the “Company”) of Class _________ Stock of the Company (Class A must subscribe to a minimum of 2,500 shares), at a purchase price of $4.00 1.75 per share, for a total purchase price of $_____________________Share (the “Per Share Price”), upon the terms and conditions set forth herein (the or this “Subscription”). The total purchase price for the Subscription is payable in the manner provided in Section 3 belowherein. The Shares being subscribed for under this Subscription Agreement are sometimes also referred to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular offering circular dated _____________, 2017, with exhibits 2023 (the “Offering Circular”), as ) filed with the SEC. A full description SEC as part of the Securities and Offering Statement on Form 1-A of the Company (“Offering is set forth in the Offering CircularStatement”). By subscribing to the Offeringexecuting this Subscription Agreement, the Subscriber acknowledges that he/she/it Subscriber has received and reviewed a copy this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information requested required by the Subscriber in writing to make an investment decision with respect to the Securitiesdecision.
(c) This Subscription The Subscriber’s subscription may be accepted or rejected, rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company in at its sole discretion. In addition, the Company, in at its sole discretion, may allocate to the Subscriber only a portion of the number of Shares Securities Subscriber has subscribed for. The Company , directly or through a representative, will notify the Subscriber whether this Subscription subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it Subscriber without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum aggregate number of shares of the Company’s common stock that may be Securities sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock 20,000,000 (collectively, the “Maximum SharesOffering”). The Company may accept subscriptions until twelve months following the date of Termination Date (as defined in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect at any time to set an earlier close all or any portion of this offering, on various dates at or prior to the Termination Date and end (each a “Closing Date”). Your subscription may be included in any Closing Date, as determined by the Offering. No minimum number of shares is required to be soldCompany.
(e) In the event of a rejection of this Subscription subscription in its entirety, or in the event the sale of the Shares Securities (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advance, an agreement acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Agreement.
Appears in 1 contract
Subscription. a. The undersigned (a“Subscriber”) The Subscriber hereby commits irrevocably subscribes for and agrees to purchase _____________ shares Common Stock (the “SharesSecurities”) ), of Class _________ Stock of Gem Industries Group, Inc., an Oklahoma corporation (the Company (Class A must subscribe to a minimum of 2,500 shares“Company”), at a purchase price of $4.00 1.00 per share, for a total purchase price share of $_____________________Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein (the or this “Subscription”)herein. The total minimum purchase price for requirement per investor is 1,500 Offered Shares ($1,500); however, we can waive the Subscription is payable minimum purchase requirement on a case-by-case basis in the manner provided in Section 3 belowour sole discretion. The Shares being subscribed for under this Agreement are sometimes referred Company may also accept promissory notes, project marketing services, or consulting services, in lieu of cash payments; however, any non-cash consideration received by the Company shall be valued according to herein as the “Securities.”Note to Rule 251(a)(1) of Regulation A.
(b) The b. Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits offering circular (the “Offering Circular”), as ) filed with the SEC. A full description SEC as part of the Securities and the Offering is set forth in the Offering CircularStatement. By subscribing to the Offeringexecuting this Subscription Agreement, the Subscriber acknowledges that he/she/it Subscriber has received and reviewed a copy this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information requested required by the Subscriber in writing to make an investment decision with respect to the Securitiesdecision.
(c) This Subscription c. The Subscriber’s subscription may be accepted or rejected, rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company in at its sole discretion. In addition, the Company, in at its sole discretion, may allocate to the Subscriber only a portion of the number of Shares Securities Subscriber has subscribed for. The Company will notify the Subscriber whether this Subscription subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it Subscriber without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) d. The maximum aggregate number of shares of the Company’s common stock that may be Securities sold in this Offering shall not exceed 500,000 10,000,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum SharesOffering”). The Company may accept subscriptions until twelve months following the termination date of given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional other period as may be sought required to sell the Maximum Shares Offering (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect at any time to set an earlier close all or any portion of this offering, on various dates at or prior to the Termination Date and end the Offering. No minimum number of shares is required to be sold(each a “Closing Date”).
(e) e. In the event of a rejection of this Subscription subscription in its entirety, or in the event the sale of the Shares Securities (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advance, an agreement acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Agreement.
Appears in 1 contract
Samples: Subscription Agreement (Gem Industries Group, Inc.)
Subscription. (a) The Subscriber hereby commits to purchase _____________ shares (1.1 On the “Shares”) of Class _________ Stock basis of the Company (Class A must subscribe representations and warranties and subject to a minimum of 2,500 shares), at a purchase price of $4.00 per share, for a total purchase price of $_____________________, upon the terms and conditions set forth herein herein, the undersigned (the or this “Subscriber”) hereby irrevocably subscribes for and agrees to purchase units (the “Units”) at a price of $0.60 per Unit (such subscription and agreement to purchase being the “Subscription”), for an aggregate purchase price as set out on the signature page of this Subscription Agreement (the “Subscription Proceeds”) which is tendered herewith, on the basis of the representations and warranties and subject to the terms and conditions set forth herein.
1.2 Each Unit will consist of one common share in the capital of the Company (each, a “Share”) and one-half of one common share purchase warrant (each, a “Warrant”) subject to adjustment. Each Warrant shall be non-transferable. Each whole Warrant shall entitle the holder thereof to purchase one common share in the capital of the Company (each, a “Warrant Share”), as presently constituted, for a period of two years commencing from the Closing Date (defined herein) at an exercise price of US$0.90 per Warrant Share. The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares, Warrants and Warrant Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities”.”
(b) 1.3 The Company hereby agrees to sell, on the basis of the representations and warranties and subject to the terms and conditions set forth herein, to the Subscriber the Units. Subject to the terms hereof, the Subscription Agreement will be effective upon its acceptance by the Company.
1.4 Both parties to this Subscription Agreement acknowledge and agree that Xxxxx Xxxxxx LLP has acted as counsel only to the Company and is not protecting the rights and interests of the Subscriber. The Subscriber understands acknowledges and agrees that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits (the “Offering Circular”), as filed with the SEC. A full description of the Securities Company and the Offering is set forth in the Offering Circular. By subscribing to the Offering, Xxxxx Xxxxxx LLP have given the Subscriber acknowledges the opportunity to seek, and have recommended that he/she/it has received and reviewed a copy of the Offering Circular and any other information requested by the Subscriber in writing to make an investment decision obtain, independent legal advice with respect to the Securities.
(c) This Subscription may be accepted or rejected, in whole or in part, by the Company in its sole discretion. In addition, the Company, in its sole discretion, may allocate to the Subscriber only a portion of the number of Shares subscribed for. The Company will notify the Subscriber whether this Subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum number of shares of the Company’s common stock that may be sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum Shares”). The Company may accept subscriptions until twelve months following the date of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of shares is required to be sold.
(e) In the event of a rejection subject matter of this Subscription in its entiretyAgreement and, or in the event the sale of the Shares (or any portion thereof) to the Subscriber is not consummated for any reason, this Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effectivefurther, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below hereby represents and Transferee shall have executed and delivered warrants to the Company, in advance, an agreement acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, Company and be bound by the representations and warranties of Xxxxx Xxxxxx LLP that the Subscriber and the terms of this Agreementhas sought independent legal advice or waives such advice.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Counterpath Corp)
Subscription. (a) The Subscriber hereby commits to purchase _____________ shares (the “Shares”) of Class _________ Stock of the Company (Class A must subscribe to a minimum of 2,500 shares), at a purchase price of $4.00 per share, for a total purchase price of AMOUNT OF INVESTMENT: $_____________________, upon the terms and conditions set forth herein (the or this “Subscription”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated ______________________ NUMBER OF MEMBERSHIP INTERESTS PURCHASED: ___________________ Purchasers are required to electronically complete this Subscription Agreement for the desired investment amount. A Purchaser’s electronic signature, 2017whether digital or encrypted, included in this Subscription Agreement is intended to authenticate this Subscription Agreement and to have the same force and effect as a manual signature. Electronic signature means any electronic symbol or process associated with exhibits a record and adopted by Purchaser with intent to sign such record. Subject to the terms and conditions of the Agreement, the undersigned (“Purchaser”) hereby irrevocably subscribes for and agrees to purchase Membership Interests (“Membership Interests”) offered by CIRCLE OF WEALTH FUND III LLC, an Idaho limited liability company (the “Company”), in the amount indicated above, all in accordance with the terms and conditions of this Subscription Agreement, the Certificate of Formation (the “Certificate”), the Company’s Operating Agreement (“Operating Agreement”) and Offering Circular dated March 26, 2020, as amended (the “Offering Circular”), as filed with the SEC. A full description of the Securities and the Offering is set forth in the Offering Circular. By subscribing to the Offering, the Subscriber acknowledges that he/she/it has received and reviewed a copy of the Offering Circular and any other information requested by the Subscriber in writing to make an investment decision with respect to the Securities.
(ca) Purchaser acknowledges and agrees that this subscription cannot be withdrawn, terminated, or revoked. Purchaser agrees to become a Member and to be bound by all the terms and conditions of the Operating Agreement. This subscription shall be binding on the heirs, executors, administrators, successors and assigns of the Purchaser. This subscription is not transferable or assignable by the Purchaser, except as expressly provided in the terms and conditions of the actual Operating Agreement.
(b) This Subscription subscription may be accepted or rejected, in rejected as a whole or in part, part by the Company in its sole and absolute discretion. In addition, the Company, in its sole discretion, may allocate to the Subscriber only a portion of the number of Shares subscribed for. The Company will notify the Subscriber whether If this Subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription subscription is rejected, the SubscriberPurchaser’s payment (or portion thereof if partially rejected) will funds shall be returned to him/her/it without interest and all the extent of such rejection. This subscription shall be binding on the Company only upon its acceptance of the Subscribersame.
(c) Neither the execution nor the acceptance of this Subscription Agreement constitutes the Purchaser as a Member, shareholder or secured creditor of the Company. This is an agreement only to purchase the Membership Interests in the amount set forth above; and the Purchaser will become a Member (and not a shareholder or secured creditor) only after the Purchaser’s obligations hereunder funds are duly transferred to the account of the Company and the Membership Interests are issued thereupon to the Purchaser. Until such time, the Purchaser shall terminatehave only those rights as may be set forth in this Subscription Agreement.
(d) The maximum number offering of shares of the Company’s common stock that may be sold Membership Interests is described in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum Shares”). The Company may accept subscriptions until twelve months following the date of the Offering Circular, unless otherwise extended that is available through the online website platform xxxxx://xxxxxx.xxxxxxxxxxxxxxxxxxxxx.xxx (“Platform”), which is hosted by CrowdEngine Inc., and operated by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Date”)Company. Once acceptedPurchaser must read this Agreement, the Offering Circular, and Operating Agreement. By signing electronically below, Purchaser agrees to the following terms together with the Platform’s Terms and Conditions, Terms of Use, and consent to the Platform’s Privacy Policy, and agree to transact business with the Company may immediately use and to receive communications relating to the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of shares is required to be soldMembership Interests electronically.
(e) In Once Purchaser makes a funding commitment to purchase Membership Interests, it is irrevocable until the event of a rejection of this Subscription in its entiretyMembership Interests are issued, the purchase is rejected by the Company, or in the event Company otherwise determines not to proceed with the sale of the Shares (or any portion thereof) to the Subscriber is not consummated for any reason, this Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effecttransaction.
(f) The Purchaser’s rights and responsibilities will be governed by the terms and conditions of this Agreement shall be binding Subscription Agreement, the Offering Circular, the Certificate and Operating Agreement. If Purchaser is deemed an Accredited Investor, the Company will rely upon the Subscriber and its transferees, heirs, successors and assigns (collectively, information provided in this Subscription Agreement to confirm that the Purchaser is an “Transferees”); provided that for any such transfer to be deemed effectiveAccredited Investor” as defined in Regulation D promulgated under the Act. If Purchaser is a non-accredited investor, the Subscriber shall have complied with Company will reply upon the Right information provided in this Subscription Agreement to confirm that the Purchaser is sophisticated and meets the non-accredited suitability standards further outlined below, that will allow the investor to purchase Membership Interests.
(g) Should the process from depositing an investor’s funds into the account of First Refusal provisions set forth under Section 2 below the Company and Transferee shall have executed and delivered acceptance as a Member take longer than Fifteen (15) days, the Investor may request in writing to recover his, her or its investment funds. If, upon receipt of such request in writing, the CompanyCompany has not yet accepted the Investor as a Member, in advance, an agreement acceptable to then the CompanyCompany may, in its sole and absolute discretion, pursuant return the Investor’s funds to which the proposed Transferee shall acknowledge, agree, investor and be bound by revoke the representations and warranties Subscription Agreement within Ten (10) business days of receipt of such request from the Subscriber and the terms of this AgreementInvestor.
Appears in 1 contract
Samples: Subscription Agreement (Circle of Wealth Fund III LLC)
Subscription. (a) The Subscriber hereby commits to purchase _____________ shares undersigned (the “SharesSubscriber”) of Class _________ Stock of the Company (Class A must subscribe hereby irrevocably subscribes for and agrees to a minimum of 2,500 shares)purchase, at a purchase price of $4.00 0.6060 per shareUnit, for units (the “Units”) comprising two shares of common stock, par value $0.001 per share (the “Common Stock”), of Robot Cache US Inc., a total Delaware corporation (the “Company”), and a warrant to purchase price one share of $_____________________Common Stock (the “Warrant”), upon the terms and conditions set forth herein herein. The minimum subscription is $1,000.00 (the or this “Subscription”1,650 Units). The total purchase price for shares of Common Stock, the Subscription is payable in Warrants and the manner provided in Section 3 below. The Shares Units being subscribed for under this Agreement Subscription Agreement, together with the shares of Common Stock issuable upon exercise of the Warrants, are sometimes also referred to herein as the “Securities.” The terms of the Warrants are as set forth in the Form of Warrant attached as Appendix B to this Subscription Agreement. In this Subscription Agreement, the shares of Common Stock issuable as part of a Unit are referred to as the “Unit Shares,” and the shares of Common Stock issuable upon exercise of the Warrants are referred to as the “Warrant Shares.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular offering circular dated [_____________], 2017, with exhibits 2021 (the “Offering Circular”), as ) included in the offering statement of the Company filed with the SEC. A full description of SEC (the Securities and the “Offering is set forth in the Offering CircularStatement”). By subscribing to the Offeringexecuting this Subscription Agreement, the Subscriber acknowledges that he/she/, she or it has received and reviewed a copy this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto and any other information requested required by the Subscriber in writing to make an investment decision with respect to the Securitiesdecision.
(c) This Subscription Subscriber’s subscription may be accepted or rejected, rejected in whole or in part, by the Company Company, in its sole discretion, at any time before a Closing Date (as defined below). In addition, the Company, in at its sole discretion, may allocate to the Subscriber only a portion of the number of Shares subscribed forSecurities for which Subscriber has subscribed. The Company will notify the Subscriber whether this Subscription his, her or its subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof thereof, if partially rejected) will be returned to him/her/it Subscriber without interest and all of the Subscriber’s obligations hereunder shall will terminate.
(d) The maximum aggregate number of shares of the Company’s common stock that may be Securities sold in this Offering shall will not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock 16,501,650 Units (collectively, the “Maximum SharesOffering”). The Company may accept subscriptions until twelve months following the earliest of (i) the 120th day after the date as of which the SEC qualifies the Offering Circular, unless otherwise extended by Statement (or such later day as the Company determines, if, in its sole discretion discretion, it extends the offering of the Units (the “Offering”)), (ii) the date as of which all Units offered by the Offering Circular have been sold and (iii) any such earlier time as the Company may determine in accordance with applicable SEC regulations for its sole discretion, regardless of the number of Units sold and the amount of capital raised (the earliest of such additional period as may be sought to sell the Maximum Shares (dates, the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect at any time to set an earlier close all or any portion of the Offering, on various dates at or before the Termination Date and end the Offering. No minimum number of shares is required to be sold(each a “Closing Date”).
(e) In the event of a rejection of this Subscription subscription in its entirety, or in the event if the sale of the Shares Securities (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall will have no force or effect, except for Section 5 hereof, which shall will remain in force and effect.
(f) The terms of this Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advance, an agreement acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Agreement.
Appears in 1 contract
Subscription. (a) The Subscriber undersigned (“Subscriber”) hereby commits irrevocably subscribes for and agrees to purchase membership interests (the “Securities”), of Ark7 Properties Plus LLC - Series #[_____________ shares ], a registered series of a Delaware series limited liability company, (the “SharesCompany”) of Class _________ Stock of the Company (Class A must subscribe to a minimum of 2,500 shares), at a purchase price of $4.00 per share, for a total purchase price of $[_____________________] per membership interest (the “Per Security Price”), upon the terms and conditions set forth herein herein. The rights of the membership interest are as set forth in the Operating Agreement of Ark7 Properties Plus LLC and the respective series designation, filed as Exhibit 2.2 to the Offering Statement of the Company filed with the SEC (the or this “SubscriptionOffering Statement”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular offering circular dated _______[______, 2017, with exhibits 2022] (the “Offering Circular”), as ) filed with the SEC. A full description SEC as part of the Securities and the Offering is set forth in the Offering CircularStatement. By subscribing to the Offeringexecuting this Subscription Agreement, the Subscriber acknowledges that he/she/it Subscriber has received and reviewed a copy this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information requested required by the Subscriber in writing to make an investment decision with respect decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the SecuritiesOperating Agreement.
(c) This Subscription The Subscriber’s subscription may be accepted or rejected, rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company in at its sole discretion. In addition, the Company, in at its sole discretion, may allocate to the Subscriber only a portion of the number of Shares Securities Subscriber has subscribed for. The Company will notify the Subscriber whether this Subscription subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it Subscriber without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum aggregate number of shares of the Company’s common stock that may be Securities sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock $[________] (collectively, the “Maximum SharesOffering”). The Company may accept subscriptions until twelve months following the date termination of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares its terms (the “Termination Date”). Once acceptedThere is no minimum offering condition, and the Company may immediately use elect at any time to close all or any portion of this offering, on various dates at or prior to the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of shares is required to be sold(each a “Closing Date”).
(e) In the event of a rejection of this Subscription subscription in its entirety, or in the event the sale of the Shares Securities (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advance, an agreement acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Agreement.
Appears in 1 contract
Subscription. (a) The Subscriber hereby commits Subject to purchase _____________ shares (the “Shares”) of Class _________ Stock of the Company (Class A must subscribe to a minimum of 2,500 shares), at a purchase price of $4.00 per share, for a total purchase price of $_____________________, upon the terms and conditions provided for herein, the Subscriber hereby irrevocably subscribes for and agrees to purchase from SBEA, and SBEA hereby irrevocably agrees to issue and sell to the Subscriber, the number of Shares set forth herein (on the or signature page of this “Subscription”). The total purchase price for the Subscription is payable Agreement; provided, that, in the manner provided in Section 3 event the Aggregate Redemption Amount (as defined below. The Shares being subscribed for under this Agreement are sometimes referred to herein as ) exceeds $100,000,000, the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant shall purchase from SBEA, and SBEA will sell to the Form 1-ASubscriber, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits additional number of Shares (the “Offering CircularBackstop Shares”) equal to the quotient of (i) the lesser of (x) the Maximum Additional Subscription Amount set forth on the Subscriber’s signature page hereto and (y) the product of (1) the Backstop Percentage set forth on the Subscriber’s signature page hereto and (2) the excess of the Aggregate Redemption Amount over $100,000,000, divided by (ii) $10.00. As used in this Subscription Agreement (unless the context otherwise requires), as filed with (i) “Aggregate Redemption Amount” shall refer to the SEC. aggregate amount payable in respect of all shares of Class A full description Common Stock validly submitted for redemption by the holders thereof (which redemptions are not revoked prior to the distribution of the Securities and Closing Notice), with each share redeemed at a per-share price equal to a pro rata share of the Offering is aggregate amount on deposit in SBEA’s trust account (including any interest earned on the funds held in the trust account), (ii) “Shares” shall refer to the number of shares of Class C Common Stock set forth in on the Offering Circular. By subscribing Subscriber’s signature page hereto, as increased by the number of Backstop Shares, if any, and (iii) “Subscription Amount” shall refer to the OfferingMinimum Subscription Amount set forth on the Subscriber’s signature page hereto, the Subscriber acknowledges that he/she/it has received and reviewed a copy of the Offering Circular and any other information requested as increased by the Subscriber in writing to make an investment decision with respect amount equal to the Securities.
(c) This Subscription may be accepted or rejected, in whole or in part, by the Company in its sole discretion. In addition, the Company, in its sole discretion, may allocate to the Subscriber only a portion product of the number of Shares subscribed forBackstop Shares, if any, and $10.00, in each case of clauses (ii) and (iii), after giving effect to rounding to eliminate the issuance of partial shares of Class C Common Stock. The Company will notify For the avoidance of doubt, the total amount to be funded by the Subscriber whether under this Subscription is accepted (whether in whole or in part) or rejected, within 30 days Agreement shall not exceed the sum of the receipt of Minimum Subscription Amount and the fully-executed Agreement and tender of funds. If the Maximum Additional Subscription is rejectedAmount, each as set forth on the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it without interest signature page hereto. The Subscriber acknowledges and all of agrees that the Subscriber’s obligations hereunder subscription for the Shares shall terminate.
(d) The maximum number of shares of the Company’s common stock that may be sold in this Offering shall not exceed 500,000 shares of Class A Stock deemed to be accepted by SBEA only if and 250,000 shares of Class B Stock (collectively, the “Maximum Shares”). The Company may accept subscriptions until twelve months following the date of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from when this Subscription for its business needs, Agreement is signed by a duly authorized person by or on behalf of SBEA; SBEA may do so in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of shares is required to be soldcounterpart form.
(e) In the event of a rejection of this Subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to the Subscriber is not consummated for any reason, this Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advance, an agreement acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Agreement.
Appears in 1 contract
Samples: Subscription and Backstop Agreement (Silverbox Engaged Merger Corp I)
Subscription. (a) The Subscriber undersigned (“Subscriber”) hereby commits irrevocably subscribes for and agrees to purchase _____________ shares the Class B Common Stock (the “SharesSecurities”) ), of Class _________ Stock of RYSE, Inc, a corporation incorporated in Ontario, Canada (the Company (Class A must subscribe to a minimum of 2,500 shares“Company”), at a purchase price of $4.00 7.13 per share, for a total purchase price of $_____________________share (the “Per Security Price”), upon the terms and conditions set forth herein herein. The minimum subscription is $499.10. The rights of the Class B Common Stock are as set forth in the Certificate of Incorporation, as amended filed as an exhibit to the Offering Statement of the Company filed with the SEC (the or this “SubscriptionOffering Statement”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(b) The Subscriber understands that Rialto Markets, LLC (“Rialto”), which is serving as the Company’s broker-dealer in this offering, will assess a processing fee of $25.00 per subscription transaction. This processing fee shall count against the per investor limit set out in Section 4(d)(ii) below.
(c) Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular offering circular dated _____________, 2017, with exhibits [DATE] (the “Offering Circular”), as ) filed with the SEC. A full description SEC as part of the Securities and the Offering is set forth in the Offering CircularStatement. By subscribing to the Offeringexecuting this Subscription Agreement, the Subscriber acknowledges that he/she/it Subscriber has received and reviewed a copy this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information requested required by the Subscriber in writing to make an investment decision with respect decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the SecuritiesVoting Trust Agreement (the “Voting Trust Agreement”) and a shareholders agreement (the “Shareholders Agreement”) in substantially the form filed as an exhibits to the Offering Statement.
(cd) This Subscription The Subscriber’s subscription may be accepted or rejected, rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company in at its sole discretion. In addition, the Company, in at its sole discretion, may allocate to the Subscriber only a portion of the number of Shares Securities Subscriber has subscribed for. The Company will notify the Subscriber whether this Subscription subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it Subscriber without interest and all of the Subscriber’s obligations hereunder shall terminate.
(de) The maximum aggregate number of shares of the Company’s common stock that may be Securities sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 2,104,718 shares of Class B Common Stock (collectively, the “Maximum SharesOffering”). The There is no minimum required offering amount and the Company may accept subscriptions until twelve months following the date termination of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares its terms (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect at any time to set an earlier close all or any portion of this offering, on various dates at or prior to the Termination Date and end the Offering. No minimum number of shares is required to be sold(each a “Closing Date”).
(ef) In the event of a rejection of this Subscription subscription in its entirety, or in the event the sale of the Shares Securities (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(fg) The terms of this Subscription Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, Company in advance, advance an agreement instrument in a form acceptable to the Company, Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Subscription Agreement, including, but not limited to the terms of the Voting Trust Agreement and the Shareholders Agreement. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).
Appears in 1 contract
Samples: Subscription Agreement (RYSE, Inc.)
Subscription. (a) The Subscriber undersigned (“Subscriber”) hereby commits subscribes for and agrees to purchase _____________ shares Common Stock (the “SharesSecurities”) ), of Class _________ Stock of Planet Wealth, Inc., a Delaware corporation (the Company (Class A must subscribe to a minimum of 2,500 shares“Company”), at a purchase price of $4.00 1.00 per share, for a total purchase price share of $_____________________Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein and in the Offering Statement of the Company filed with the SEC (the or this “SubscriptionOffering Statement”). The total purchase price for the Subscription minimum subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities$300.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as filed with the SEC. A full description of the Securities and the Offering is set forth in the Offering Circularmay be amended from time to time. By subscribing to the Offeringexecuting this Subscription Agreement as provided herein, the Subscriber acknowledges that he/she/it Subscriber has received and reviewed a copy access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information requested required by the Subscriber in writing to make an investment decision with respect to the Securitiesdecision.
(c) This Subscription The Subscriber’s subscription may be accepted or rejected, rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company in at its sole discretion. Upon the expiration of the period specified in Subscriber’s state of residence for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, in at its sole discretion, may allocate to the Subscriber only a portion of the number of Shares Securities Subscriber has subscribed for. The Company will notify the Subscriber whether this Subscription subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it Subscriber without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum aggregate number of shares of the Company’s common stock that may be Securities sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock 10,000,000 (collectively, the “Maximum SharesOffering”). The Company may accept subscriptions until twelve months following the date termination of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares its terms (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect at any time to set an earlier close all or any portion of this offering, on various dates at or prior to the Termination Date and end the Offering. No minimum number of shares is required to be sold(each a “Closing Date”).
(e) In the event of a rejection of this Subscription subscription in its entirety, or in the event the sale of the Shares Securities (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advance, an agreement acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Agreement.
Appears in 1 contract
Subscription. (a) The Subscriber undersigned (“Subscriber”) hereby commits irrevocably subscribes for and agrees to purchase Common Stock (the “Securities”), of StartEngine Crowdfunding, Inc., a Delaware Corporation (the “Company”), at a purchase price of $25.00 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500. The rights of the Common Stock are as set forth in Sixth Amended and Restated Certificate of Incorporation and Bylaws included in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. 024-11806), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed [_____________ shares ] (the “SharesMaximum Offering”) of Class ), [_________ Stock ] of which are being sold by certain of the Company’s existing stockholders (collectively, the “Selling Stockholders”). The Company (Class A must subscribe to a minimum of 2,500 shares), at a purchase price of $4.00 per share, for a total purchase price of $may accept subscriptions until [_____________________, upon the terms and conditions set forth herein (the or this “Subscription”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits (the “Offering Circular”), as filed with the SEC. A full description of the Securities and the Offering is set forth in the Offering Circular. By subscribing to the Offering, the Subscriber acknowledges that he/she/it has received and reviewed a copy of the Offering Circular and any other information requested by the Subscriber in writing to make an investment decision with respect to the Securities.
(c) This Subscription may be accepted or rejected, in whole or in part, by the Company in its sole discretion. In addition, the Company, in its sole discretion, may allocate to the Subscriber only a portion of the number of Shares subscribed for. The Company will notify the Subscriber whether this Subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum number of shares of the Company’s common stock that may be sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum Shares”). The Company may accept subscriptions until twelve months following the date of the Offering Circular], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional other period as may be sought required to sell the Maximum Shares Offering (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect at any time to set an earlier close all or any portion of this offering, on various dates at or prior to the Termination Date and end the Offering. No minimum number of shares is required to be sold(each a “Closing Date”).
(e) In the event of a rejection of this Subscription subscription in its entirety, or in the event the sale of the Shares Securities (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, Company in advance, advance an agreement instrument in a form acceptable to the Company, Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Samples: Common Stock Subscription Agreement (Startengine Crowdfunding, Inc.)
Subscription. (a) The Subscriber hereby commits to purchase _____________ shares (the “Shares”) of Class _________ Stock of the Company (Class A must subscribe to a minimum of 2,500 shares), at a purchase price of $4.00 per share, for a total purchase price of AMOUNT OF INVESTMENT: $_____________________, upon the terms and conditions set forth herein (the or this “Subscription”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _______________
(a) The undersigned (the “Purchaser”) hereby subscribes to become a holder (“Noteholder”) of promissory notes in CF FUND II, 2017LLC, a Pennsylvania limited liability company (the “Company”), and to purchase through his, her or its investment the amount of promissory notes (“Promissory Notes”) as indicated above, all in accordance with exhibits the terms and conditions of this Subscription Agreement, the Promissory Notes, the Certificate of Organization of the Company (the “Certificate”), and the Offering Circular (the “Offering Circular”).
(b) The Purchaser acknowledges and agrees that this subscription cannot be withdrawn, as filed with terminated, or revoked. The Purchaser agrees to become a Noteholder and to be bound by all the SEC. A full description terms and conditions of the Securities Promissory Notes. This subscription shall be binding on the heirs, executors, administrators, successors and assigns of the Offering Purchaser. This subscription is set forth not transferable or assignable by the Purchaser, except as expressly provided in the Offering Circular. By subscribing to the Offering, the Subscriber acknowledges that he/she/it has received terms and reviewed a copy conditions of the Offering Circular and any other information requested by the Subscriber in writing to make an investment decision with respect to the Securitiesactual Promissory Notes.
(c) This Subscription subscription may be accepted or rejected, in rejected as a whole or in part, part by the Company in its sole and absolute discretion. In addition, the Company, in its sole discretion, may allocate to the Subscriber only a portion of the number of Shares subscribed for. The Company will notify the Subscriber whether If this Subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription subscription is rejected, the SubscriberPurchaser’s payment (or portion thereof if partially rejected) will funds shall be returned to him/her/it without interest and all the extent of such rejection. This subscription shall be binding on the Company only upon its acceptance of the Subscriber’s obligations hereunder shall terminatesame.
(d) The maximum number Neither the execution nor the acceptance of shares this Subscription Agreement constitutes the Purchaser as a Noteholder, shareholder or secured creditor of the Company. This is an agreement only to purchase the Promissory Notes on a when issued basis; and the Purchaser will become a Noteholder (and not a shareholder or secured creditor) only after the Purchaser’s common stock that funds are duly transferred to the account of the Company and the Promissory Notes are issued thereupon to the Purchaser. Until such time, the Purchaser shall have only those rights as may be sold set forth in this Offering shall not exceed 500,000 shares Subscription Agreement. SUBSCRIPTION AGREEMENT CF FUND II, LLC
(e) The Purchaser’s rights and responsibilities will be governed by the terms and conditions of Class A Stock and 250,000 shares of Class B Stock (collectivelythis Subscription Agreement, the “Maximum Shares”). The Company may accept subscriptions until twelve months following the date of the Offering Circular, unless otherwise extended by and the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Date”)Promissory Notes. Once acceptedIf Purchaser is deemed an Accredited Investor, the Company may immediately use will rely upon the proceeds from information provided in this Subscription for its business needsAgreement to confirm that the Purchaser is an “Accredited Investor” as defined in Regulation D promulgated under the Act. If Purchaser is a non-accredited investor, the Company will rely upon the information provided in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of shares is required to be sold.
(e) In the event of a rejection of this Subscription in its entiretyAgreement to confirm that the Purchaser is sophisticated and meets the non-accredited suitability standards further outlined below, or in that will allow the event the sale of the Shares (or any portion thereof) investor to the Subscriber is not consummated for any reason, this Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effectpurchase Promissory Notes.
(f) The terms Each Purchaser’s Subscription Agreement will be accepted or rejected by the Company within fifteen (15) days or sooner, of this its receipt. If a Purchaser’s funds have not been deposited into the account of the Company and the Purchaser has not been accepted as a Noteholder within fifteen (15) days of delivering the Subscription Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advancethe Company will automatically return the Purchaser his, an agreement acceptable to her, or its funds and revoke the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The Subscriber undersigned (“Subscriber”) hereby commits irrevocably subscribes for and agrees to purchase Common Stock (the “Securities”), of Torque Lifestyle Brands, Inc., a Colorado Corporation (the “Company”), at a purchase price of $0.01 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. There is no minimum subscription amount. The rights of the Common Stock are as set forth in Certificate of Incorporation and Bylaws included in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [_____________ shares (the “Shares”) of Class _________ Stock of the Company (Class A must subscribe to a minimum of 2,500 shares), at a purchase price of $4.00 per share, for a total purchase price of $_____________________, upon the terms and conditions set forth herein (the or this “Subscription”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits ] (the “Offering Circular”), as ) filed with the SEC. A full description SEC as part of the Securities and the Offering is set forth in the Offering CircularStatement. By subscribing to the Offeringexecuting this Subscription Agreement, the Subscriber acknowledges that he/she/it Subscriber has received and reviewed a copy this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information requested required by the Subscriber in writing to make an investment decision with respect to the Securitiesdecision.
(c) This Subscription The Subscriber’s subscription may be accepted or rejected, rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company in at its sole discretion. In addition, the Company, in at its sole discretion, may allocate to the Subscriber only a portion of the number of Shares Securities Subscriber has subscribed for. The Company will notify the Subscriber whether this Subscription subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it Subscriber without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum aggregate number of shares of the Company’s common stock that may be Securities sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock 1,200,000,000 (collectively, the “Maximum SharesOffering”). The Company may accept subscriptions until twelve months following elect at any time to close all or any portion of this offering, on various dates at or prior to the date of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares Termination Date (the each a “Termination Closing Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of shares is required to be sold.
(e) In the event of a rejection of this Subscription subscription in its entirety, or in the event the sale of the Shares Securities (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon the Subscriber and its transferees, heirs, successors successors, and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, Company in advance, advance an agreement instrument in a form acceptable to the Company, Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Samples: Common Stock Subscription Agreement (Torque Lifestyle Brands, Inc.)
Subscription. (a) The Subscriber undersigned (“Subscriber”) hereby commits irrevocably subscribes for and agrees to purchase _____________ shares Helix™ tokens (the “SharesTokens”) ), of Class _________ Stock of Knowbella Helix Inc., a Delaware corporation (the Company (Class A must subscribe to a minimum of 2,500 shares“Company”), at a purchase price of $4.00 0.30 per share, for a total purchase price of $_____________________, upon the terms and conditions set forth herein Token (the or this “SubscriptionPer Security Price”). The total purchase price for the Subscription minimum subscription is payable in the manner provided in Section 3 below$480, or 1,600 Tokens. The Shares Tokens being subscribed for under this Subscription Agreement and the shares of Class H Common Stock (“Class H Common Stock”) issuable upon conversion of the Tokens are sometimes also referred to herein as the “Securities”. The rights and preferences of the Tokens are as set forth in the Tokenholders’ Agreement (as may be amended from time to time pursuant to the terms thereof, the “Tokenholders’ Agreement”), substantially in the form filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). The rights and preferences of the Class H Common Stock are as set forth in the Amended and Restated Certificate of Incorporation of the Company (the “Restated Certificate”) and are subject to the Stockholders Agreement (the “Stockholders Agreement”), both substantially in the forms filed as exhibits to the Offering Statement.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-Aan offering circular dated , Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits 2018 (the “Offering Circular”), as ) filed with the SEC. A full description SEC as part of the Securities and the Offering is set forth in the Offering CircularStatement. By subscribing to the Offeringexecuting this Subscription Agreement, the Subscriber acknowledges that he/she/it Subscriber has received and reviewed a copy this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information requested required by the Subscriber in writing to make an investment decision decision. Subscriber further acknowledges that the Tokenholders’ Agreement is hereby incorporated into this Subscription Agreement and together with respect to this Subscription Agreement constitute the Securities“Transaction Agreements”.
(c) This Subscription Subscriber’s subscription may be accepted or rejected, rejected in whole or in part, at any time by the Company in at its sole discretion. In addition, the Company, in at its sole discretion, may allocate to the Subscriber only a portion of the number of Shares Tokens Subscriber has subscribed for. The Company will notify the Subscriber whether this Subscription subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it Subscriber without interest and all of the Subscriber’s obligations hereunder shall terminate. Subscriber hereby acknowledges and agrees that: (i) any returned funds may be repaid in U.S. Dollars, regardless of Subscriber’s initial form of payment; (ii) if Subscriber pays in any form of cryptocurrency accepted by the Company (including, without limitation, Bitcoin or Ether), the Company may convert such payment to U.S. Dollars at any time after receipt at the then-applicable conversion rate; (iii) if such cryptocurrency payment is converted into U.S. Dollars, upon such return of funds, the Company shall not be liable for any fluctuations in the price of such cryptocurrency that occur during the period any of Subscriber’s funds (and the proceeds thereof) are being held by the Company or for its benefit.
(d) The maximum aggregate number of shares of the Company’s common stock that may be Tokens sold in this Offering offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock 166,666,667 Tokens (collectively, the “Maximum SharesOffering”). The Company may accept subscriptions until twelve months following the date of the Offering Circular[●], unless otherwise earlier terminated or extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional other period as may be sought required to sell the Maximum Shares Offering (the “Termination Date”). Once acceptedThis Offering is being conducted on a “best efforts” basis as provided by Rule 251(d)(3)(i)(F) of Regulation A, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No which means that there is no guarantee that any minimum number of shares is required to amount will be sold.
(e) In the event of a rejection of this Subscription subscription in its entirety, or in the event the sale of the Shares Securities (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advance, an agreement acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Agreement.
Appears in 1 contract
Subscription. (a) The Subscriber undersigned (the "Subscriber") hereby commits irrevocably subscribes for and agrees to purchase _____________ shares from Contact Gold Corp., a Nevada corporation (the “Shares”) of Class _________ Stock of the Company (Class A must subscribe to a minimum of 2,500 shares"Company"), at a purchase price of $4.00 per share, for a total purchase price of $_____________________, upon the terms and conditions set forth herein herein, such number of units of the Company ("Units") as set forth on the signature page hereto, for an aggregate purchase price (the or this “Subscription”"Purchase Price") equal to the product of (x) the aggregate number of Units the Subscriber has agreed to purchase and (y) the purchase price per Unit (the "Subscription Price") as set forth on the signature page hereto. Each Unit consisting of one share of common stock, par value US$0.001 per share, of the Company (the "Unit Shares"), and one-half of one warrant of the Company (a "Warrant"). The total purchase Each whole Warrant is exerciseable by the holder thereof to acquire, subject to adjustment in certain circumstances, one share of common stock of the Company (a "Warrant Share") at an exercise price for of Cdn$●, on or before 4:30 p.m. (Vancouver time) on the Subscription date that is payable in ● months from the manner provided in Section 3 belowClosing Date. The Shares being subscribed for under this Agreement Warrants are sometimes referred to herein as governed by the “Securitiesterms of a Warrant Indenture (the "Warrant Indenture") between the Company and Computershare Trust Company of Canada (the "Warrant Agent").”
(b) The Subscriber understands that the Securities Units are being offered pursuant to an offering circular (the "Offering Circular") filed with the SEC as part of the Offering Statement on Form 1-A, Regulation A (the "Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits (the “Offering Circular”"), as filed with the SEC. A full description of the Securities and the Offering is set forth in the Offering Circular. By subscribing to the Offeringexecuting this Subscription Agreement, the Subscriber acknowledges that he/she/it has received and reviewed a copy this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information requested required by the Subscriber in writing to make an investment decision with respect to the Securitiesdecision.
(c) This Subscription The Subscriber's subscription may be accepted or rejected, rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company in at its sole discretion. In addition, the Company, in at its sole discretion, may allocate to the Subscriber only a portion of the number of Shares the Units that the Subscriber has subscribed for. The Company will notify the Subscriber whether this Subscription subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription Subscriber's subscription is rejected, the Subscriber’s 's payment (or portion thereof if partially rejected) will be returned to him/her/it the Subscriber without interest and all of the Subscriber’s 's obligations hereunder shall terminate.
(d) The maximum number of shares of the Company’s common stock that may be sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum Shares”). The Company may accept subscriptions until twelve months following the date of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of shares is required to be sold.
(e) In the event of a rejection of this Subscription subscription in its entirety, or in the event the sale of the Shares Units (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 4 hereof, which shall remain in force and effect.
(f) The terms of this Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advance, an agreement acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Agreement.
Appears in 1 contract
Subscription. (a) The Subscriber undersigned (“Subscriber”) hereby commits irrevocably subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of Alchemy Kings, Inc., a Nevada corporation (the “Company”), at a purchase price of $4.20 per share (the “Per Security Price”) with a minimum purchase of 100 shares or $420 or higher subject to the discretionary of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The rights of the Class A Common Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ shares (the “SharesOffering Circular”), filed with the SEC as part of the Offering Circular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate.
(d) The aggregate number of Securities sold shall not exceed 10,000,000 shares of Class A Common Stock (the “maximum number of shares”). The Company may accept subscriptions until _________ Stock of the Company (Class A must subscribe to a minimum of 2,500 shares), at a purchase price of $4.00 per share, for a total purchase price of $_____________________, upon unless the terms and conditions set forth herein (the or this “Subscription”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits (the “Offering Circular”), as filed with the SEC. A full description earliest of the Securities and the Offering is set forth in the Offering Circular. By subscribing to the Offering, the Subscriber acknowledges that he/she/it has received and reviewed a copy of the Offering Circular and any other information requested by the Subscriber in writing to make an investment decision with respect to the Securities.
(c) This Subscription may be accepted or rejected, in whole or in part, by the Company in its sole discretion. In addition, the Company, in its sole discretion, may allocate to the Subscriber only a portion of the number of Shares subscribed for. The Company will notify the Subscriber whether this Subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum number of shares of the Company’s common stock that may be sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum Shares”). The Company may accept subscriptions until twelve months following the date of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Date”). Once accepted, ) or until the Company may immediately use maximum number of shares under the proceeds from this Subscription for its business needs, in its sole discretionOffering are sold. The Company may elect at any time to set an earlier close all or any portion of this offering, on various dates at or prior to the Termination Date and end the Offering. No minimum number of shares is required to be sold(each a “Closing Date”).
(e) In the event of a rejection of this Subscription subscription in its entirety, or in the event the sale of the Shares Securities (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, Company in advance, advance an agreement instrument in a form acceptable to the Company, Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 1 contract
Subscription. (a) The Subscriber hereby commits to purchase _____________ shares (1.1 On the “Shares”) of Class _________ Stock basis of the Company (Class A must subscribe representations and warranties and subject to a minimum of 2,500 shares), at a purchase price of $4.00 per share, for a total purchase price of $_____________________, upon the terms and conditions set forth herein herein, the undersigned (the or this “Subscriber”) hereby irrevocably subscribes for and agrees to purchase units (each, a ”Unit”) of the Company at a price of US$0.10 per Unit (such subscription and agreement to purchase being the “Subscription”), for an aggregate purchase price as set out on the signature page of this Subscription Agreement (the “Subscription Proceeds”) which is tendered herewith, on the basis of the representations and warranties and subject to the terms and conditions set forth herein.
1.2 Each Unit will consist of one common share in the capital of the Company (each, a “Share”) and one common share purchase warrant (each warrant, a “Warrant”) subject to adjustment. Each Warrant shall be non-transferable. Each Warrant shall entitle the holder thereof to purchase one common share in the capital of the Company (each, a “Warrant Share”), as presently constituted, for a period of three years commencing from the Closing Date (defined herein) at an exercise price of US$0.25 per Warrant Share. Certificates representing the Warrants will be in the form attached as Exhibit D hereto. The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares, Warrants and Warrant Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities”.”
(b) 1.3 The Subscriber understands that Company hereby agrees to sell, on the Securities are being offered pursuant basis of the representations and warranties and subject to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits (the “Offering Circular”), as filed with the SEC. A full description of the Securities terms and the Offering is conditions set forth in herein, the Offering Circular. By subscribing Units to the OfferingSubscriber. Subject to the terms hereof, the Subscription Agreement will be effective upon its acceptance by the Company.
1.4 The Subscriber acknowledges that he/she/it has received and reviewed a copy of the Offering Circular and any other information requested by the Subscriber in writing to make an investment decision with respect to the Securities.
(c) This Subscription finder’s fee or a broker’s commission may be accepted or rejected, in whole or in part, paid by the Company in its sole discretion. In additionconnection with the Subscription.
1.5 Unless otherwise provided, the Company, all dollar amounts referred to in its sole discretion, may allocate to the Subscriber only a portion this Subscription Agreement are in lawful money of the number United States of Shares subscribed for. The Company will notify the Subscriber whether this Subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it without interest and all of the Subscriber’s obligations hereunder shall terminateAmerica.
(d) The maximum number of shares of the Company’s common stock that may be sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum Shares”). The Company may accept subscriptions until twelve months following the date of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of shares is required to be sold.
(e) In the event of a rejection of this Subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to the Subscriber is not consummated for any reason, this Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advance, an agreement acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Agreement.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Respect Your Universe, Inc.)
Subscription. (a) The Subscriber undersigned (“Subscriber”) hereby commits irrevocably subscribes for and agrees to purchase _____________ common shares (the “SharesSecurities”) ), of Class _________ Stock of PogoTec, Inc., a Delaware Corporation (the Company (Class A must subscribe to a minimum of 2,500 shares“Company”), at a purchase price of $4.00 per share, for a total purchase price of $[_____________________] per share (the “Per Security Price”), upon the terms and conditions set forth herein herein. The minimum subscription is [$_____]. The rights and preferences of the common shares are as set forth in the Company’s Proposed Amended and Restated Certificate of Incorporation and Proposed Amended and Restated Bylaws attached as Exhibits 2.3 and 2.5 to the Offering Statement of the Company filed with the SEC (the or this “SubscriptionOffering Statement”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular offering circular dated [_____________, 2017, with exhibits ,] 2018 (the “Offering Circular”), as ) filed with the SEC. A full description SEC as part of the Securities and the Offering is set forth in the Offering CircularStatement. By subscribing to the Offeringexecuting this Subscription Agreement, the Subscriber acknowledges that he/she/it Subscriber has received and reviewed a copy this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information requested required by the Subscriber in writing to make an investment decision with respect to the Securitiesdecision.
(c) This Subscription The Subscriber’s subscription may be accepted or rejected, rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company in at its sole discretion. In addition, the Company, in at its sole discretion, may allocate to the Subscriber only a portion of the number of Shares Securities Subscriber has subscribed for. The Company will notify the Subscriber whether this Subscription subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it Subscriber without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum aggregate number of shares of the Company’s common stock that may be Securities sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock [__________] (collectively, the “Maximum SharesOffering”). The Company may accept subscriptions until twelve months following the date of the Offering Circular[DATE], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional other period as may be sought required to sell the Maximum Shares Offering (the “Termination Date”). Once acceptedProviding that subscriptions for [_________] Securities are received (the “Minimum Offering”), the Company may immediately use elect at any time to close all or any portion of this offering, on various dates at or prior to the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of shares is required to be sold(each a “Closing Date”).
(e) In the event of a rejection of this Subscription subscription in its entirety, or in the event the sale of the Shares Securities (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, Company in advance, advance an agreement instrument in a form acceptable to the Company, Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The Subscriber undersigned (“Subscriber”) hereby commits irrevocably subscribes for and agrees to purchase _____________ shares membership interests (the “SharesSecurities”) ), of Class _________ Stock Ark7 Properties LLC - Series #KYLBE, a registered series of a Delaware series limited liability company, (the Company (Class A must subscribe to a minimum of 2,500 shares“Company”), at a purchase price of $4.00 890 per share, for a total purchase price of $_____________________membership interest (the “Per Security Price”), upon the terms and conditions set forth herein herein. The rights of the membership interest are as set forth in the Operating Agreement of Ark7 Properties LLC and the respective series designation, filed as Exhibit 2.2 to the Offering Statement of the Company filed with the SEC (the or this “SubscriptionOffering Statement”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular offering circular dated _______[______, 2017, with exhibits 2021] (the “Offering Circular”), as ) filed with the SEC. A full description SEC as part of the Securities and the Offering is set forth in the Offering CircularStatement. By subscribing to the Offeringexecuting this Subscription Agreement, the Subscriber acknowledges that he/she/it Subscriber has received and reviewed a copy this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information requested required by the Subscriber in writing to make an investment decision with respect decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the SecuritiesOperating Agreement.
(c) This Subscription The Subscriber’s subscription may be accepted or rejected, rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company in at its sole discretion. In addition, the Company, in at its sole discretion, may allocate to the Subscriber only a portion of the number of Shares Securities Subscriber has subscribed for. The Company will notify the Subscriber whether this Subscription subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it Subscriber without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum aggregate number of shares of the Company’s common stock that may be Securities sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock $357,780 (collectively, the “Maximum SharesOffering”). The Company may accept subscriptions until twelve months following the date termination of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares its terms (the “Termination Date”). Once acceptedThere is no minimum offering condition, and the Company may immediately use elect at any time to close all or any portion of this offering, on various dates at or prior to the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of shares is required to be sold(each a “Closing Date”).
(e) In the event of a rejection of this Subscription subscription in its entirety, or in the event the sale of the Shares Securities (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advance, an agreement acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Agreement.
Appears in 1 contract
Subscription. 1. Subscriber hereby irrevocably subscribes to purchase the Series A Warrants and the Series B Warrants (collectively, the "Warrants") in the form attached hereto as Exhibits A and B respectively for a price equal to $10,000 (the "Subscription Price").
2. As part of the subscription, Subscriber herewith tenders:
(a) The Subscriber hereby commits to purchase _____________ shares (the “Shares”) two copies of Class _________ Stock of the Company (Class A must subscribe to a minimum of 2,500 shares), at a purchase price of $4.00 per share, for a total purchase price of $_____________________, upon the terms this Subscription Agreement duly completed and conditions set forth herein (the or this “Subscription”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securitiesexecuted by Subscriber.”
(b) The payment of the Subscription Price made by wire transfer of immediately available funds in U.S. Dollars to the account of AFFINITY INTERNATIONAL TRAVEL SYSTEMS, INC.
3. Subscriber understands and agrees that the Securities are being offered pursuant to subscription contained herein shall not be deemed binding upon the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits (the “Offering Circular”), as filed with the SEC. A full description of the Securities and the Offering Company until it is set forth in the Offering Circular. By subscribing to the Offering, the Subscriber acknowledges that he/she/it has received and reviewed a copy of the Offering Circular and any other information requested by the Subscriber in writing to make an investment decision with respect to the Securities.
(c) This Subscription may be accepted or rejected, in whole or in part, by the Company in (as evidenced by its sole discretion. In addition, the Company, in its sole discretion, may allocate to the Subscriber only a portion execution of the number of Shares subscribed for. The Company will notify the Subscriber whether this Subscription is accepted (whether in whole or in partAgreement) or rejected, within 30 days of and that the receipt of the fully-executed Agreement and tender of funds. If the Subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum number of shares of the Company’s common stock that subscription may be sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum Shares”). The Company may accept subscriptions until twelve months following the date of the Offering Circular, unless otherwise extended rejected by the Company in its sole discretion in accordance with for any reason. Subscriber further acknowledges and agrees that, subject to applicable SEC regulations for such additional period as may be sought law, this subscription is irrevocable.
4. If this subscription is not accepted by the Company, all funds and the documents herewith delivered to sell the Maximum Shares (the “Termination Date”). Once accepted, the Company may by Subscriber will be returned immediately use to Subscriber. In such event, all proceeds theretofore received by the proceeds Company from this Subscription for its business needsthe Subscriber will be refunded in full, in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of shares is required to be soldwithout interest or deduction.
(e) In 5. If this subscription is accepted by the event of a rejection Company, then the Company shall immediately countersign both copies of this Subscription in its entirety, or in Agreement and return one fully executed copy to Subscriber. The Subscription Price shall be applied to the event the sale purchase of the Shares (or any portion thereof) to the Subscriber is not consummated for any reason, this Agreement Warrants which Warrants shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Agreement shall then be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advance, an agreement acceptable Subscriber. All funds received from the Subscriber hereunder or pursuant to the Companyexercise of the Warrants shall be used by the Company for expansion of its present business, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agreeworking capital, and be bound by for general corporate purposes in connection with the representations and warranties of the Subscriber and the terms of this AgreementCompany's present business.
Appears in 1 contract
Samples: Subscription Agreement (Affinity International Travel Systems Inc)
Subscription. (a) The Subject to the terms and conditions set forth in this Agreement, in the event that any holder of Common Stock, contemporaneously with or prior to the vote of the Company’s stockholders in the Special Meeting, elects to have such holder’s shares of Common Stock redeemed by the Company, the Subscriber hereby commits irrevocably subscribes for and agrees to purchase _____________ shares from the Company, at a purchase price per share equal to the redemption price per share based on the amount of funds in the Trust Account as of the date of the redemption deadline (the “SharesTrust Price”), up to the lesser of (x) $50,000,000 in aggregate purchase price of Class _________ shares of Common Stock of the Company, less the aggregate purchase price of the Backstop Shares purchased by it pursuant to Section 2 hereof, and (y) the aggregate value (based on the Trust Price) of the number of shares so elected to be redeemed by holders of Common Stock, and the Company agrees to sell such shares to the Subscriber at such per share price (Class A must subscribe the shares of Common Stock to a minimum be so sold, the “Redemption Shares”), provided that, if the Merger Closing does not occur on or before January 23, 2020 (unless otherwise extended by mutual consent of 2,500 sharesthe parties hereto), then the Subscriber’s obligations to purchase, and the Company’s obligation to issue, shares pursuant to the foregoing sentence are extinguished as of such date. Any such purchase shall be consummated immediately prior to the Merger Closing.
(b) Subject to the terms and conditions set forth in this Agreement, at the election of Vivint (exercisable upon written notice delivered to the Subscriber and the Company not less than two (2) Business Days prior to the Merger Closing), the Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company, at a purchase price of $4.00 10.00 per share, for a total up to $50,000,000 in aggregate purchase price of $_____________________shares of Common Stock of the Company, upon less the terms aggregate purchase price of (i) the Backstop Shares purchased by it pursuant to Section 2 hereof and conditions set forth herein (ii) the Redemption Shares purchased by it pursuant to Section 3(a) hereof, and the Company agrees to sell such shares to the Subscriber at such per share price (the or this “Subscription”). The total purchase price for shares of Common Stock to be so sold, collectively with the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as Redemption Shares, the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits (the “Offering CircularSubject Shares”), as filed with provided that, if the SEC. A full description Merger Closing does not occur on or before January 23, 2020 (unless otherwise extended by mutual consent of the Securities and the Offering is set forth in the Offering Circular. By subscribing to the Offeringparties hereto), the Subscriber acknowledges that he/she/it has received and reviewed a copy of the Offering Circular and any other information requested by the Subscriber in writing to make an investment decision with respect to the Securities.
(c) This Subscription may be accepted or rejected, in whole or in part, by the Company in its sole discretion. In addition, the Company, in its sole discretion, may allocate to the Subscriber only a portion of the number of Shares subscribed for. The Company will notify the Subscriber whether this Subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it without interest and all of then the Subscriber’s obligations hereunder shall terminate.
(d) The maximum number of shares of to purchase, and the Company’s common stock that may be sold in this Offering shall not exceed 500,000 obligation to issue, shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum Shares”). The Company may accept subscriptions until twelve months following the date of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of shares is required to be sold.
(e) In the event of a rejection of this Subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) pursuant to the Subscriber is not consummated for any reason, this Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms foregoing sentence are extinguished as of this Agreement such date. Any such purchase shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered consummated immediately prior to the Company, in advance, an agreement acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this AgreementMerger Closing.
Appears in 1 contract
Samples: Subscription and Backstop Agreement (Mosaic Acquisition Corp.)
Subscription. (a) The Subscriber undersigned (“Subscriber”) hereby commits irrevocably subscribes for and agrees to purchase membership interests, which we refer to herein as shares (the “Securities”) of Common Stock, a Series of Neighpart International Corp., a Florida corporation (the “Company”), at a purchase price of $ ____________ per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $______________, or ________________________ shares (the “Shares”) of Class _________ Stock shares. The rights and preferences of the Company (Class A must subscribe to a minimum shares are as set forth in the Corporation Agreement of 2,500 shares), at a purchase price of $4.00 per share, for a total purchase price of $Neighpart International Corp. dated ______________________, upon the terms and conditions set forth herein 2024, as amended from time to time (the or this “SubscriptionOperating Agreement”). The total purchase price , and the Series Designation for the Subscription is payable Common Stock described in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as Offering Statement of the Company filed with the SEC (the “SecuritiesOffering Statement”).”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form an offering circular dated August 1-A, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits 2022 (the “Offering Circular”), as ) filed with the SEC. A full description SEC as part of the Securities and the Offering is set forth in the Offering CircularStatement. By subscribing to the Offering, the Subscriber acknowledges that he/she/it Subscriber has received and reviewed a copy this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information requested required by the Subscriber in writing to make an investment decision with respect decision. Effective upon the Company’s acceptance of this Subscription Agreement, the Subscriber shall be a member of the Company, and the Subscriber agrees to adhere to and be bound by, the terms and conditions of the Operating Agreement as if the Subscriber were a party to it (and grants to the SecuritiesAdministrative Manager the power of attorney described therein).
(c) This Subscription The Subscriber’s subscription may be accepted or rejected, rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company in at its sole discretion. In addition, the Company, in at its sole discretion, may allocate to the Subscriber only a portion of the number of Shares Securities Subscriber has subscribed for. The Company will notify the Subscriber whether this Subscription subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it Subscriber without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum aggregate number of shares of the Company’s common stock that may be Securities sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock ____________________ (collectively, the “Maximum SharesOffering”). The Company may accept subscriptions until twelve months following the date termination of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares its terms (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect at any time to set an earlier close all or any portion of this offering, on various dates at or prior to the Termination Date and end the Offering. No minimum number of shares is required to be sold(each a “Closing Date”).
(e) In the event of a rejection of this Subscription subscription in its entirety, or in the event the sale of the Shares Securities (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, Company in advance, advance an agreement instrument in a form acceptable to the Company, Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Samples: Subscription Agreement (Neighpart International Corp.)
Subscription. (a) The Subscriber undersigned (“Subscriber”) hereby commits irrevocably subscribes for and agrees to purchase _____________ shares the Common Stock (the “SharesSecurities”) ), of Class _________ Stock of GATC Health Corp., a Wyoming corporation (the Company (Class A must subscribe to a minimum of 2,500 shares“Company”), at a purchase price of $4.00 5.00 per share, for a total purchase price of $_____________________share (the “Per Security Price”), upon the terms and conditions set forth herein herein. The minimum subscription is $250. The rights of the Common Stock are as set forth in the Amended and Restated Certificate of Incorporation filed as an exhibit to the Offering Statement of the Company filed with the SEC (the or this “SubscriptionOffering Statement”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular offering circular dated ___________[September __, 2017, with exhibits 2021] (the “Offering Circular”), as ) filed with the SEC. A full description SEC as part of the Securities and the Offering is set forth in the Offering CircularStatement. By subscribing to the Offeringexecuting this Subscription Agreement, the Subscriber acknowledges that he/she/it Subscriber has received and reviewed a copy this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information requested required by the Subscriber in writing to make an investment decision with respect to the Securitiesdecision.
(c) This Subscription The Subscriber’s subscription may be accepted or rejected, rejected in whole or in part, at any time prior to an applicable Closing Date (as hereinafter defined), by the Company in at its sole discretion. In addition, the Company, in at its sole discretion, may allocate to the Subscriber only a portion of the number of Shares Securities Subscriber has subscribed for. The Company will notify the Subscriber whether this Subscription subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it Subscriber without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum aggregate number of Securities sold shall not exceed 12,217,600 shares of Common Stock (the “Maximum Offering”). The Company is offering up to 10,000,000 shares of Common Stock, plus up to 1,500,000 shares to be issued to investors who purchase 200,000 or more shares. Certain of the Company’s common stock that may be sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock existing stockholders (collectively, the “Maximum SharesSelling Stockholders”)) are offering up to 624,000 shares of Common Stock, plus up to 93,600 shares to be issued to investors who purchase 200,000 or more shares. The There is no minimum required offering amount and the Company may accept subscriptions until twelve months following the date termination of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares its terms (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect at any time to set an earlier close all or any portion of this offering, on various dates at or prior to the Termination Date and end the Offering. No minimum number of shares is required to be sold(each a “Closing Date”).
(e) In the event of a rejection of this Subscription subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to the Subscriber Securities is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, Company in advance, advance an agreement instrument in a form acceptable to the Company, Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The Subscriber undersigned (“Subscriber”) hereby commits irrevocably subscribes for and agrees to purchase Common Stock (the “Securities”), of Legion Works, a Delaware corporation (the “Company”), at a purchase price of $2.50 per share (the “Per Security Price”) with a minimum purchase of 400 shares or $1,000 or higher subject to the discretionary of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The rights of the Preferred Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ shares (the “SharesOffering Circular”), filed with the SEC as part of the Offering Circular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of Class the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate.
(d) The aggregate number of Securities sold shall not exceed 11,400,000 Units (the “maximum number of Units”). The Company may accept subscriptions until _________ Stock of the Company (Class A must subscribe to a minimum of 2,500 shares), at a purchase price of $4.00 per share, for a total purchase price of $_____________________, upon unless the terms and conditions set forth herein (the or this “Subscription”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits (the “Offering Circular”), as filed with the SEC. A full description earliest of the Securities and the Offering is set forth in the Offering Circular. By subscribing to the Offering, the Subscriber acknowledges that he/she/it has received and reviewed a copy of the Offering Circular and any other information requested by the Subscriber in writing to make an investment decision with respect to the Securities.
(c) This Subscription may be accepted or rejected, in whole or in part, by the Company in its sole discretion. In addition, the Company, in its sole discretion, may allocate to the Subscriber only a portion of the number of Shares subscribed for. The Company will notify the Subscriber whether this Subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum number of shares of the Company’s common stock that may be sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum Shares”). The Company may accept subscriptions until twelve months following the date of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Date”). Once accepted, ) or until the Company may immediately use maximum number of shares under the proceeds from this Subscription for its business needs, in its sole discretionOffering are sold. The Company may elect at any time to set an earlier close all or any portion of this offering, on various dates at or prior to the Termination Date and end the Offering. No minimum number of shares is required to be sold(each a “Closing Date”).
(e) In the event of a rejection of this Subscription subscription in its entirety, or in the event the sale of the Shares Securities (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, Company in advance, advance an agreement instrument in a form acceptable to the Company, Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 1 contract
Subscription. 1. Subscriber hereby irrevocably subscribes to purchase the number of Shares listed on the signature page hereof at a price per Share equal to $9.75 (the price per share multiplied by the number of shares being purchased hereunder being the "Subscription Price").
2. As part of the subscription, Subscriber herewith tenders:
(a) The Subscriber hereby commits to purchase _____________ shares (the “Shares”) two copies of Class _________ Stock of the Company (Class A must subscribe to a minimum of 2,500 shares), at a purchase price of $4.00 per share, for a total purchase price of $_____________________, upon the terms and conditions set forth herein (the or this “Subscription”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securitiesduly completed and executed by Subscriber.”
(b) The payment of the Subscription Price made by wire transfer of immediately available funds in U.S. Dollars to the account of Research Frontiers Incorporated at JP Morgxx Xxxxx Xxxx, 0000 Tarbell Road, Xxxxxxxx, New York 13206, Account No.: 825-624-290, ABA Xire Code No.: 021 000 021.
3. Subscriber understands and agrees that the Securities are being offered pursuant to subscription contained herein shall not be deemed binding upon the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits (the “Offering Circular”), as filed with the SEC. A full description of the Securities and the Offering Company until it is set forth in the Offering Circular. By subscribing to the Offering, the Subscriber acknowledges that he/she/it has received and reviewed a copy of the Offering Circular and any other information requested by the Subscriber in writing to make an investment decision with respect to the Securities.
(c) This Subscription may be accepted or rejected, in whole or in part, by the Company in its sole discretion. In addition, and that the Company, in its sole discretion, may allocate to the Subscriber only a portion of the number of Shares subscribed for. The Company will notify the Subscriber whether this Subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum number of shares of the Company’s common stock that subscription may be sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum Shares”). The Company may accept subscriptions until twelve months following the date of the Offering Circular, unless otherwise extended rejected by the Company in its sole discretion in accordance with for any reason. Subscriber further acknowledges and agrees that, subject to applicable SEC regulations for such additional period as may be sought law, this subscription is irrevocable.
4. If this subscription is not accepted by the Company, all Subscription Funds and the documents herewith delivered to sell the Maximum Shares (the “Termination Date”). Once accepted, the Company may immediately use by Subscriber will be returned promptly to Subscriber. In such event, all proceeds theretofore received by the proceeds Company from this Subscription for its business needsthe Subscriber will be refunded in full, in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of shares is required to be soldwithout interest or deduction.
(e) In 5. If this subscription is accepted by the event of a rejection Company, then the Company shall promptly countersign both copies of this Agreement and return one fully executed copy to Subscriber. All Subscription in its entirety, or in Funds of Subscriber shall be applied to the event the sale purchase of the Shares (or any portion thereof) which Shares shall then be delivered to the Subscriber is not consummated for any reasoneither, this Agreement shall have no force as specified by Subscriber, in certificate form or effectby electronic book-entry at The Depository Trust Company by instructing the Company's transfer agent, except for Section 5 hereofContinental Stock Transfer and Trust Company, which shall remain in force and effect.
to make such Shares available to Subscriber under the Deposit/Withdrawal at Custodian (f"DWAC") The terms system. All Subscription Funds of this Agreement Subscriber shall be binding upon the Subscriber used for research and its transfereesdevelopment, heirsworking capital, successors acquisitions, and assigns (collectively, “Transferees”); provided that for any general corporate purposes in such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advance, an agreement acceptable to amounts as the Company, in its sole discretion, pursuant to which deems appropriate. The Company may also, in its discretion, apply such Subscription Funds towards the proposed Transferee shall acknowledge, agree, and be bound development of products using the Company's technology through an investment by the representations and warranties of the Subscriber and the terms of this AgreementCompany in one or more joint ventures with third parties set up for such purposes, or may directly apply Subscription Funds to product development.
Appears in 1 contract
Subscription. (a) The Subscriber Investor hereby commits irrevocably subscribes for and agrees to purchase _____________ shares the number of Shares set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “SharesPurchase Price”) of Class _________ Stock of is payable in the Company manner provided in Section 2(a) below.
(Class b) The Investor understands that the Shares are being offered pursuant to the Regulation A must subscribe to a minimum of 2,500 shares), at a purchase price of $4.00 per share, for a total purchase price of $______Offering Circular dated _______________, upon the terms 2023 and conditions set forth herein (the or this “Subscription”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with its exhibits (collectively, the “Offering Circular”), ) as filed with the SEC. A full description of the Securities and the Offering is set forth in the Offering CircularExchange Commission (“SEC”). By subscribing to the Offering, the Subscriber Investor acknowledges that he/she/it Investor has received and reviewed a copy of the Offering Circular and any other information requested required by the Subscriber in writing Investor to make an investment decision with respect to the SecuritiesShares. After the Offering Circular has been qualified by the SEC, the Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date.
(c) This Subscription subscription may be accepted or rejected, rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company in at its sole and absolute discretion. In addition, the Company, in at its sole and absolute discretion, may allocate to the Subscriber Investor only a portion of the number of the Shares that Investor has subscribed forfor hereunder. The Company will notify the Subscriber Investor whether this Subscription subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription Investor’s subscription is rejected, the SubscriberInvestor’s payment (or portion thereof if partially rejected) will be returned to him/her/it Investor without interest and all of the SubscriberInvestor’s obligations hereunder shall terminate.
(d) The maximum number of shares of the Company’s common stock that may be sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum Shares”). The Company may accept subscriptions until twelve months following the date of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of shares is required to be sold.
(e) In the event of a rejection of this Subscription subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to the Subscriber an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(fd) The terms of this Subscription Agreement shall be binding upon the Subscriber Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided provided, however, that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, Company in advance, advance an agreement instrument in form acceptable to the Company, Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, acknowledge and agree to be bound by the representations and warranties of the Subscriber 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
Subscription. (a) The Subscriber hereby commits 1.1 Subject to purchase _____________ shares (the “Shares”) of Class _________ Stock of the Company (Class A must subscribe to a minimum of 2,500 shares), at a purchase price of $4.00 per share, for a total purchase price of $_____________________, upon the terms and conditions set forth herein of this Agreement, the Issuer agrees to issue the Notes, the Guarantors jointly and severally agree to guarantee all payments in respect of the Notes (subject to the provisions and limitations contained in the Trust Deed) and the Joint Lead Managers jointly and severally agree to subscribe and pay for, or to procure subscriptions and payment for, the Notes on the Closing Date (as defined below) at a subscription price of 98.918 per cent. of the principal amount of the Notes (the or this “Subscription”Subscription Price, being the issue price of 99.468 per cent. less the selling commission of 0.55 per cent. of the principal amount). .
1.2 The total purchase price Issuer confirms that:
(a) it has authorised each of the Joint Lead Managers, on the basis of the Joint Lead Managers’ representations, warranties and undertakings herein contained, to offer Notes on its behalf to third parties, in each case for subscription at the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”Price;
(b) The Subscriber understands that together with the Securities are being offered pursuant Guarantors, it has prepared the prospectus dated 9 November 2010 (the Prospectus) and hereby authorises the Joint Lead Managers to distribute copies of the Prospectus in connection with the offering of the Notes, copies of the prospectus in preliminary form dated 27 October 2010 (the Preliminary Prospectus) having already been distributed with the consent of the Issuer and the Guarantors, in each case subject to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits (the “Offering Circular”), as filed with the SEC. A full description provisions of the Securities and the Offering is set forth in the Offering Circular. By subscribing to the Offering, the Subscriber acknowledges that he/she/it has received and reviewed a copy of the Offering Circular and any other information requested by the Subscriber in writing to make an investment decision with respect to the Securities.clause 9; and
(c) This Subscription the Issuer and the Guarantors have approved the arrangements made on their behalf by the Joint Lead Managers for announcements in respect of the Notes to be published on such dates and in such newspapers or other publications as may be accepted agreed with the Joint Lead Managers.
1.3 The execution of this Subscription Agreement by or rejected, on behalf of all parties will constitute acceptance by each Joint Lead Manager of the IPMA Agreement Among Managers Version 1 subject to any amendment notified to such Joint Lead Manager in whole or in part, by the Company in its sole discretion. In addition, the Company, in its sole discretion, may allocate writing at any time prior to the Subscriber only a portion of the number of Shares subscribed for. The Company will notify the Subscriber whether this Subscription is accepted (whether in whole or in part) or rejected, within 30 days earlier of the receipt by BNP Paribas of the fully-executed Agreement document appointing the authorised signatory of BNP Paribas and tender of funds. If the Subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum number of shares of the Company’s common stock that may be sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum Shares”). The Company may accept subscriptions until twelve months following the date of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of shares is required to be sold.
(e) In the event of a rejection execution of this Subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to the Subscriber is not consummated for any reason, this Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advance, an agreement acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Agreement.
Appears in 1 contract
Subscription. (a) The Subscriber hereby commits to purchase _____________ shares (the “Shares”) of Class _________ Stock Units of the Company (Class A must subscribe to a minimum of 2,500 shares1 Unit), at a purchase price of $4.00 500.00 per shareUnit, for a total purchase price of $_____________________, upon the terms and conditions set forth herein (the or this “Subscription”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares Units being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits (the “Offering Circular”), as filed with the SECand attached Operating Agreement. A full description of the Securities and the Offering is set forth in the Offering CircularCircular and accompanying Operating Agreement. By subscribing to the Offering, the Subscriber acknowledges that he/she/it has received and reviewed a copy of the Offering Circular Circular, Operating Agreement and any other information requested by the Subscriber in writing to make an investment decision with respect to the Securities.
(c) This Subscription may be accepted or rejected, in whole or in part, by the Company in its sole discretion. In addition, the Company, in its sole discretion, may allocate to the Subscriber only a portion of the number of Shares Units subscribed for. The Company Escrow Agent (as defined in Section 3 below) will notify the Subscriber whether this via e-mail in each of the following instances: (i) when the Subscriber’s Closing Documents (as defined in Section 3 below) are received; (ii) when the Subscriber’s Commitment sums are received; and (iii) if and when the Subscriber’s Subscription is accepted (whether in whole or in part) or rejected. In the event that the Subscription is accepted, within 30 days the Escrow Agent shall also e-mail the Subscriber a copy of the receipt of the fully-duly executed Agreement and tender of fundsAgreement. If the Subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it without interest and all of the Subscriber’s obligations hereunder shall terminate.terminate except with respect to any portion of the Commitment and accompanying Units successfully subscribed for. Opening Night Enterprises/Subscription Agreement & Investor Questionnaire/(2017/18)
(d) The maximum number of shares of the Company’s common stock Units that may be sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock 100,000 (collectively, the “Maximum SharesUnits”). The Company may accept subscriptions until the earlier of: (1) Sale of the Maximum Units; (2) twelve months following from the date of that the Offering Circularis qualified by the SEC, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares Units (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of shares Units is required to be sold.
(e) In the event of a rejection of this Subscription in its entirety, or in the event the sale of the Shares Units (or any portion thereof) to the Subscriber is not consummated for any reason, this Agreement shall have no force or effect, except for Section 5 Sections 7, 8 and 9 hereof, which shall remain in force and effect.
(f) The terms of this Agreement shall be binding upon the Subscriber and its permitted transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right Transfers of First Refusal Interests provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advance, an agreement acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Agreement.
Appears in 1 contract
Samples: Subscription Agreement (Opening Night Enterprises, LLC)
Subscription. (a) The Subscriber hereby commits undersigned (the “Subscriber”) irrevocably subscribes for and agrees to purchase _____________ shares of common stock (the “Shares”) of Class _________ Stock of TCW Middle Market Lending Opportunities BDC, Inc. (the Company “Company”) pursuant to the Offer to Exchange included as an exhibit to the Schedule TO filed by TCW Direct Lending LLC (Class A must subscribe “Direct Lending”) (together with any exhibits, appendices and supplements thereto, the “Offer to a minimum of 2,500 shares), at a purchase price of $4.00 per share, for a total purchase price of $_____________________, upon Exchange”) with the U.S. Securities and Exchange Commission and agrees to be bound by the terms and conditions set forth herein described in (i) this subscription agreement (this “Agreement”), (ii) the Company’s Amended and Restated Certificate of Incorporation (as the same may be amended and/or restated from time to time, the “Certificate”), (iii) the Company’s Amended and Restated Bylaws (as the same may be amended and/or restated from time to time, the “Bylaws”), (iv) the Investment Advisory and Management Agreement between the Company and TCW Asset Management Company LLC (the or this “SubscriptionAdviser”) (as the same may be amended and/or restated from time to time, the “Advisory Agreement”) and (v) the Administration Agreement between the Company and the Adviser (as the same may be amended and/or restated from time to time, the “Administration Agreement”). The total purchase price Subscriber has received the Offer to Exchange, the Certificate, the Bylaws, the Advisory Agreement and the Administration Agreement. The Company expects to enter into separate subscription agreements (the “Other Subscription Agreements,” and, together with this Agreement, the “Subscription Agreements”) with other subscribers (the “Other Subscribers,” and together with the Subscriber, the “Subscribers”), providing for the sale of Shares to the Other Subscribers. This Agreement and the Other Subscription is payable Agreements are separate agreements, and the sales of Shares to the undersigned and the Other Subscribers are to be separate sales. Capitalized terms used but not defined herein have the meanings ascribed to them in the manner provided Offer to Exchange. For the avoidance of doubt, the term “Shares” includes all shares of common stock of the Company beneficially owned or held of record from time to time by the Subscriber, whether acquired in Section 3 below. The Shares being subscribed for the Exchange, under this Agreement are sometimes referred (including shares acquired pursuant to herein as dividend reinvestment) or otherwise, and any securities of the “SecuritiesCompany issued with respect to, upon conversion or reclassification, or in exchange or substitution for such shares or other securities (including without limitation, in connection with a stock split, stock dividend, recapitalization, reorganization or similar transaction).”
(b) The Subscriber understands that agrees, in addition to those Shares acquired by operation of the Securities are being offered pursuant Exchange, to purchase Shares for an aggregate purchase price equal to the Form 1-Apro rata portion of the Subscriber’s Available Commitment to Direct Lending (as such term is defined in the Amended and Restated Limited Liability Company Agreement of Direct Lending, Regulation A Offering Statementdated as of September 19, including an Offering Circular dated _____________2014 (as the same may be amended and/or restated from time to time, 2017the “Direct Lending LLC Agreement”)) corresponding to the percentage of Units the Subscriber is electing to tender in the Exchange, with exhibits relative to all Units held by the Subscriber (such amount, the Subscriber’s “Adjusted Available Commitment”) as of the date of the Company’s acceptance of the Subscriber’s subscription (the “Offering CircularCapital Commitment”), payable at such times and in such amounts as filed with the SEC. A full description of the Securities and the Offering is set forth in the Offering Circular. By subscribing to the Offering, the Subscriber acknowledges that he/she/it has received and reviewed a copy of the Offering Circular and any other information requested by the Subscriber in writing to make an investment decision with respect to the Securities.
(c) This Subscription may be accepted or rejected, in whole or in part, determined by the Company in its sole discretion, under the terms and subject to the conditions set forth herein. In additionThe Subscriber agrees and acknowledges that (x) its Capital Commitment will equal its Adjusted Available Commitment, (y) the Available Commitment on which it is based is defined in the Direct Lending LLC Agreement and includes its undrawn commitment to Direct Lending plus amounts which are recallable pursuant to Section 4.5.3 of the Direct Lending LLC Agreement and (z) the Subscriber has been afforded an opportunity to confirm the amount of its Available Commitment prior to the execution and delivery of this Agreement by the Subscriber. On each Capital Drawdown Date (as defined below), the Subscriber agrees to purchase from the Company, in its sole discretion, may allocate and the Company agrees to issue to the Subscriber only Subscriber, a portion of the number of Shares subscribed for. The Company equal to the Drawdown Share Amount (as defined below) at an aggregate price equal to the Drawdown Purchase Price (as defined below); provided, however, that in no circumstance will notify the a Subscriber whether this Subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum number of shares of the Company’s common stock that may be sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum Shares”). The Company may accept subscriptions until twelve months following the date of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of shares is required to be soldpurchase Shares for an amount in excess of its Unused Capital Commitment (as defined below).
(e) In the event of a rejection of this Subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to the Subscriber is not consummated for any reason, this Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advance, an agreement acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Agreement.
Appears in 1 contract
Subscription. 1. The Purchaser hereby subscribes for the number of shares of Common Stock set forth on the signature page hereto. The purchase price (athe "Purchase Price") for the shares of Common Stock hereby subscribed for by the Purchaser is set forth on the signature page hereto. The Subscriber hereby commits Purchase Price shall be payable by check (or by such other form of cash payment as the Corporation desires to purchase accept) as described in the prospectus dated _____________ shares (, 1997 and filed by the “Shares”) of Class Corporation with the SEC on _________ Stock of the Company (Class A must subscribe to a minimum of 2,500 shares), at a purchase price of $4.00 per share, for a total purchase price of $_____, 1997 (the "Final Prospectus").
2. The Purchaser understands that the Purchase Price will be deposited into an escrow account (the "Escrow Account") at [BANK], ________________, upon or another federally insured institution, and that the terms and conditions set forth herein shares of Common Stock hereby subscribed for will not be issued, if at all, until the next closing, all as more fully described in the Final Prospectus. In the event that the Minimum Offering (as defined in the or this “Subscription”Final Prospectus) is not sold by the end of the Initial Offering Period (as defined in the Final Prospectus), plus any extensions thereof, as described in the Final Prospectus, the Purchase Price will be returned to the Purchaser by the Corporation, without interest.
3. This subscription shall be deemed to be accepted by the Corporation only when it is signed by the Corporation.
4. The total purchase price for Purchaser hereby acknowledges receipt of a copy of the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Registration Statement, including an Offering Circular dated _the Final Prospectus.
5. The Purchaser understands, acknowledges and agrees that:
a. This subscription may be accepted or rejected in whole or in part by the Corporation in its sole and absolute discretion; provided that, in the case of any rejection or partial acceptance, the Purchase Price payment (or the portion thereof not accepted) will be promptly refunded, without interest thereon. Upon acceptance hereof, the Purchaser will receive confirmation of such acceptance.
b. The subscription period for the shares of Common Stock hereby subscribed for will terminate on ____________, 2017, with exhibits (the “Offering Circular”), as filed with the SEC. A full description of the Securities and the Offering is set forth in the Offering Circular. By subscribing to the Offering, the Subscriber acknowledges that he/she/it has received and reviewed a copy of the Offering Circular and any other information requested by the Subscriber in writing to make an investment decision with respect to the Securities.
(c) This Subscription may be accepted or rejected, in whole or in part, by the Company in its sole discretion. In addition, the Company, in its sole discretion, may allocate to the Subscriber only a portion of the number of Shares subscribed for. The Company will notify the Subscriber whether this Subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum number of shares of the Company’s common stock that may be sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum Shares”). The Company may accept subscriptions until twelve months following the date of the Offering Circular1997, unless otherwise earlier terminated or unless extended by the Company Corporation, as described in its sole discretion in accordance with applicable SEC regulations for the Final Prospectus. Any such additional period as may be sought early termination or extension will occur without notice to sell the Maximum Shares (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needsany person, in its the sole discretion. The Company and absolute discretion of the Corporation.
c. Subscriptions may elect not be withdrawn until the earlier to set an earlier Termination Date and end occur of rejection by the Corporation or termination of the Offering. No minimum number of shares is required to be sold.
(e) In d. The Purchaser must purchase a minimum of 50 shares of Common Stock.
e. No federal or state agency has made any finding or determination as to the event of a rejection fairness of this Subscription in its entirety, Offering for investment or in the event the sale any recommendation or endorsement of the Shares (or any portion thereof) to the Subscriber is not consummated for any reason, this Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effectCommon Stock.
(f) The terms of this Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advance, an agreement acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Agreement.
Appears in 1 contract
Subscription. (a) The Subscriber hereby commits to purchase _____________ shares (the “Shares”) of Class _________ Stock of the Company (Class A must subscribe to a minimum of 2,500 shares), at a purchase price of $4.00 per share, for a total purchase price of AMOUNT OF INVESTMENT: $_____________________, upon the terms and conditions set forth herein (the or this “Subscription”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _______________
(a) The undersigned (“Purchaser”) hereby subscribes to become a holder (“Noteholder”) of promissory notes in CF FUND II, 2017LLC, a Pennsylvania limited liability company (the “Company”), and to purchase through his, her or its investment the amount of promissory notes (“Promissory Notes”) as indicated above, all in accordance with exhibits the terms and conditions of this Subscription Agreement, the Promissory Notes, the Articles of Organization (the “Articles”) and Operating Agreement (“Operating Agreement”) of the Company, and the Offering Circular dated August 1, 2017 (the “Offering Circular”).
(b) The Purchaser acknowledges and agrees that this subscription cannot be withdrawn, as filed with terminated, or revoked. The Purchaser agrees to become a Noteholder and to be bound by all the SEC. A full description terms and conditions of the Securities Promissory Notes. This subscription shall be binding on the heirs, executors, administrators, successors and assigns of the Offering Purchaser. This subscription is set forth not transferable or assignable by the Purchaser, except as expressly provided in the Offering Circular. By subscribing to the Offering, the Subscriber acknowledges that he/she/it has received terms and reviewed a copy conditions of the Offering Circular and any other information requested by the Subscriber in writing to make an investment decision with respect to the Securitiesactual Promissory Notes.
(c) This Subscription subscription may be accepted or rejected, in rejected as a whole or in part, part by the Company in its sole and absolute discretion. In addition, the Company, in its sole discretion, may allocate to the Subscriber only a portion of the number of Shares subscribed for. The Company will notify the Subscriber whether If this Subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription subscription is rejected, the SubscriberPurchaser’s payment (or portion thereof if partially rejected) will funds shall be returned to him/her/it without interest and all the extent of such rejection. This subscription shall be binding on the Company only upon its acceptance of the Subscriber’s obligations hereunder shall terminatesame.
(d) The maximum number Neither the execution nor the acceptance of shares this Subscription Agreement constitutes the Purchaser as a Noteholder, shareholder or secured creditor of the Company. This is an agreement only to purchase the Promissory Notes on a when issued basis; and the Purchaser will become a Noteholder (and not a shareholder or secured creditor) only after the Purchaser’s common stock that funds are duly transferred to the account of the Company and the Promissory Notes are issued thereupon to the Purchaser. Until such time, the Purchaser shall have only those rights as may be sold set forth in this Offering shall not exceed 500,000 shares Subscription Agreement. SUBSCRIPTION AGREEMENT CF FUND II, LLC
(e) The Purchaser’s rights and responsibilities will be governed by the terms and conditions of Class A Stock and 250,000 shares of Class B Stock (collectivelythis Subscription Agreement, the “Maximum Shares”). The Company may accept subscriptions until twelve months following the date of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell Promissory Notes, the Maximum Shares (the “Termination Date”)Articles and Operating Agreement. Once acceptedIf Purchaser is deemed an Accredited Investor, the Company may immediately use will rely upon the proceeds from information provided in this Subscription for its business needsAgreement to confirm that the Purchaser is an “Accredited Investor” as defined in Regulation D promulgated under the Act. If Purchaser is a non-accredited investor, the Company will reply upon the information provided in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of shares is required to be sold.
(e) In the event of a rejection of this Subscription in its entiretyAgreement to confirm that the Purchaser is sophisticated and meets the non-accredited suitability standards further outlined below, or in that will allow the event the sale of the Shares (or any portion thereof) investor to the Subscriber is not consummated for any reason, this Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effectpurchase Promissory Notes.
(f) The terms Should the process from depositing a Purchaser’s funds into the account of this Agreement shall be binding upon the Subscriber Company and its transferees, heirs, successors and assigns acceptance as a Noteholder take longer than ninety (collectively, “Transferees”); provided that for any such transfer to be deemed effective90) days, the Subscriber shall have complied with Purchaser may request in writing to recover his, her or its investment funds. If, upon receipt of such request in writing, the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered Company has not yet accepted the Purchaser as a Noteholder, then the Company will return the Purchaser’s funds to the Company, in advance, an agreement acceptable to Purchaser and revoke the Company, in its sole discretion, pursuant to which Subscription Agreement within ten (10) business days of receipt of such request from the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this AgreementPurchaser.
Appears in 1 contract
Subscription. (a) The Subscriber undersigned (“Subscriber”) hereby commits irrevocably subscribes for and agrees to purchase _____________ shares the Common Stock (the “SharesSecurities”) ), of Class _________ Stock of LIFT Aircraft, Inc., a Delaware corporation (the Company (Class A must subscribe to a minimum of 2,500 shares“Company”), at a purchase price of $4.00 per share, for a total purchase price of $______________________ per share (the “Per Security Price”), upon the terms and conditions set forth herein (the or this “Subscription”)herein. The total purchase price for minimum subscription is $___ representing _____ shares of the Subscription is payable in the manner provided in Section 3 belowCompany. The Shares Common Stock being subscribed for under this Subscription Agreement are sometimes is also referred to herein as the “Securities.” The rights and preferences of the Common Stock are as set forth in the Company’s Amended and Restated Certificate of Incorporation included as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) The Subscriber understands that StartEngine Primary, LLC which is serving as the Company’s broker-dealer in this offering, will assess a processing fee of 3.5% of the value of the shares subscribed for. This processing fee shall count against the per investor limit set out in Section 5(d)(ii) below.
(c) Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular offering circular dated _____________, 2017, with exhibits [DATE] (the “Offering Circular”), as ) filed with the SEC. A full description SEC as part of the Securities and the Offering is set forth in the Offering CircularStatement. By subscribing to the Offeringexecuting this Subscription Agreement, the Subscriber acknowledges that he/she/it Subscriber has received and reviewed a copy this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information requested required by the Subscriber in writing to make an investment decision with respect to the Securitiesdecision.
(cd) This Subscription The Subscriber’s subscription may be accepted or rejected, rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company in at its sole discretion, subject to the conditions set forth herein. In addition, the Company, in at its sole discretion, may allocate to the Subscriber only a portion of the number of Shares Securities Subscriber has subscribed for. The Company will notify the Subscriber whether this Subscription subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it Subscriber without interest and all of the Subscriber’s obligations hereunder shall terminate.
(de) The maximum aggregate number of shares of the Company’s common stock Securities sold shall not exceed $25,000,000, excluding Securities that may be sold issued as Bonus Shares, as defined in this the Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock Circular (collectively, the “Maximum SharesOffering”). The Company may accept subscriptions until twelve months following (i) the date of the Maximum Offering Circularhas been sold to investors, unless otherwise extended or (ii) the date at which the offering is earlier terminated by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Date”). Once acceptedProviding all requirements for a closing are met, the Company may immediately use the proceeds from elect at any time to close all or any portion of this Subscription for its business needsoffering, in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of shares is required to be soldon various dates (each a “Closing Date”).
(ef) In the event of a rejection of this Subscription subscription in its entirety, or in the event the sale of the Shares Securities (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(fg) The terms of this Subscription Agreement (as defined below) shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, Company in advance, advance an agreement instrument in a form acceptable to the Company, Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The Subscriber undersigned (“Subscriber”) hereby commits irrevocably subscribes for and agrees to purchase _____________ shares Common Stock (the “SharesSecurities”) ), of Class _________ Stock of Medivie USA, a Nevada corporation (the Company (Class A must subscribe to a minimum of 2,500 shares“Company”), at a purchase price of $4.00 5.00 per share, for share (the “Per Security Price”) with a total minimum purchase price of 20 shares or $_____________________, 100 or higher subject to the discretionary of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein herein. The rights of the Common Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the or this “SubscriptionOffering Circular”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-Aan offering circular dated April 5, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits 2017 (the “Offering Circular”), as filed with the SEC. A full description SEC as part of the Securities and the Offering is set forth in the Offering Circular. By subscribing to the Offeringexecuting this Subscription Agreement, the Subscriber acknowledges that he/she/it Subscriber has received and reviewed a copy this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information requested required by the Subscriber in writing to make an investment decision with respect to the Securitiesdecision.
(c) This Subscription Subscriber’s subscription may be accepted or rejected, rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined) , by the Company in at its sole discretion. In addition, the Company, in at its sole discretion, may allocate to the Subscriber only a portion of the number of Shares Securities Subscriber has subscribed for. The Company will notify the Subscriber whether this Subscription subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it Subscriber without interest and all of the Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate.
(d) The aggregate number of Securities sold shall not exceed 2,000,000 shares of Common Stock (the “maximum number of shares of the Company’s common stock that may be sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum Sharesshares”). The Company may accept subscriptions until twelve months following the date of the Offering CircularMarch 8, 2018, unless otherwise the earliest of extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Date”). Once accepted, ) or until the Company may immediately use maximum number of shares under the proceeds from this Subscription for its business needs, in its sole discretionOffering are sold. The Company may elect at any time to set an earlier close all or any portion of this offering, on various dates at or prior to the Termination Date and end the Offering. No minimum number of shares is required to be sold(each a “Closing Date”).
(e) In the event of a rejection of this Subscription subscription in its entirety, or in the event the sale of the Shares Securities (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, Company in advance, advance an agreement instrument in a form acceptable to the Company, Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 1 contract
Subscription. 1.1. The undersigned (a) The Subscriber the “Purchaser”), intending to be legally bound, hereby commits irrevocably agrees to purchase _____________ shares from Xxxxx App LLC - Xxxxx Series 0000 Xxx Xxxxxx (the “Series”), a series registered under Xxxxx App LLC, a Delaware series limited liability company (“Xxxxx”), the number of membership interests in the Series (the “Shares”) set forth on the signature page of Class _________ Stock of the Company this Subscription Agreement (Class A must subscribe to a minimum of 2,500 shares), this “Subscription Agreement”) at a purchase price of $4.00 4.3742 per shareShare 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 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 Xxxxx Holdings, Inc., the Manager of the Series (the “Manager,” and together with the Series and Xxxxx, the “Xxxxx 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 total purchase price 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 ____________, upon the terms and conditions set forth herein (the or this “Subscription”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred as amended from time to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits time (the “Offering Circular”), as 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 full description of (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agreement, the Purchaser acknowledges that the Purchaser has received and reviewed this Subscription Agreement, the Offering is set forth Statement, including the exhibits thereto, the Offering Materials (as defined in the Offering Circular. By subscribing to the Offering), the Subscriber acknowledges that he/she/it has received and reviewed a copy of the Offering Circular and any other information requested required by the Subscriber in writing Purchaser to make an investment decision with respect to the SecuritiesShares.
(c) This Subscription 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 unless and until the Manager has accepted the subscription of the Purchaser with respect to such Shares in accordance with Section 3.1, which acceptance may be accepted for all or rejectedany portion or all of such Shares, in whole or in part, and the determination of which shall be made by the Company Manager in its sole discretiondiscretion 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 accordance with Section 2. In addition, If the Company, in its sole discretion, may allocate Manager accepts the subscription of the Purchaser with respect to the Subscriber only a portion of the number of Shares subscribed for. The Company will notify Shares, the Subscriber whether this Subscription is accepted (whether in whole or in part) or rejected, within 30 days Purchaser shall remain committed to purchase the remainder of the receipt Shares upon any subsequent acceptance by the Manager of all or any portion the fully-executed Agreement and tender of funds. If the Subscription is rejectedPurchaser’s subscription for such Shares, the Subscriber’s payment (or portion thereof if partially rejected) will determination of which shall be returned to him/her/it without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum number of shares of the Company’s common stock that may be sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum Shares”). The Company may accept subscriptions until twelve months following the date of the Offering Circular, unless otherwise extended made by the Company Manager in its sole discretion at any time until the earlier of the Termination Date or the Manager’s rejection of the subscription of the Purchaser with respect to such Shares in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretionSection 2. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number closing of shares is required to be sold.
(e) In the event of a rejection of this Subscription in its entirety, or in the event the sale of the any Shares (or any portion thereof) to the Subscriber is not consummated for any reason, this Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advance, an agreement acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee Manager has accepted the Purchaser’s subscription (each, a “Closing”) shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Agreementoccur promptly following such acceptance.
Appears in 1 contract
Subscription. (a) The Subscriber hereby commits 1.1 Subject to purchase _____________ shares (the “Shares”) of Class _________ Stock of the Company (Class A must subscribe to a minimum of 2,500 shares), at a purchase price of $4.00 per share, for a total purchase price of $_____________________, upon the terms and conditions set forth herein of this Agreement, the Issuer agrees to issue the Notes, the Guarantors jointly and severally agree to guarantee all payments in respect of the Notes (subject to the provisions and limitations contained in the Trust Deed) and the Joint Lead Managers jointly and severally agree to subscribe and pay for, or to procure subscriptions and payment for, the Notes on the Closing Date (as defined below) at a subscription price of 98.804 per cent. of the principal amount of the Notes (the or this “Subscription”Subscription Price, being the issue price of 99.454 per cent. less the management and underwriting commission of 0.65 per cent. of the principal amount). .
1.2 The total purchase price Issuer confirms that:
(a) it has authorised each of the Joint Lead Managers, on the basis of the Joint Lead Managers’ representations, warranties and undertakings herein contained, to offer Notes on its behalf to third parties, in each case for subscription at the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”Price;
(b) The Subscriber understands that together with the Securities are being offered pursuant Guarantors, it has prepared the prospectus dated 15 March 2012 (the Prospectus) and hereby authorises the Joint Lead Managers to distribute copies of the Prospectus in connection with the offering of the Notes, copies of the prospectus in preliminary form dated 7 March 2012 (the Preliminary Prospectus) having already been distributed with the consent of the Issuer and the Guarantors, in each case subject to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits (the “Offering Circular”), as filed with the SEC. A full description provisions of the Securities and the Offering is set forth in the Offering Circular. By subscribing to the Offering, the Subscriber acknowledges that he/she/it has received and reviewed a copy of the Offering Circular and any other information requested by the Subscriber in writing to make an investment decision with respect to the Securities.clause 9; and
(c) This Subscription the Issuer and the Guarantors have approved the arrangements made on their behalf by the Joint Lead Managers for announcements in respect of the Notes to be published on such dates and in such newspapers or other publications as may be accepted agreed with the Joint Lead Managers.
1.3 The execution of this Subscription Agreement by or rejected, on behalf of all parties will constitute acceptance by each Joint Lead Manager of the IPMA Agreement Among Managers Version 1 subject to any amendment notified to such Joint Lead Manager in whole or in part, by the Company in its sole discretion. In addition, the Company, in its sole discretion, may allocate writing at any time prior to the Subscriber only a portion of the number of Shares subscribed for. The Company will notify the Subscriber whether this Subscription is accepted (whether in whole or in part) or rejected, within 30 days earlier of the receipt by UniCredit Bank AG of the fully-executed Agreement document appointing the authorised signatory of UniCredit Bank AG and tender of funds. If the Subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum number of shares of the Company’s common stock that may be sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum Shares”). The Company may accept subscriptions until twelve months following the date of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of shares is required to be sold.
(e) In the event of a rejection execution of this Subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to the Subscriber is not consummated for any reason, this Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advance, an agreement acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Agreement.
Appears in 1 contract
Subscription. (a) The Subscriber undersigned (“Subscriber”) hereby commits irrevocably subscribes for and agrees to purchase, at a purchase _____________ price of $10.00 per share, shares (the “Shares”) of Class _________ Stock of B common stock, par value $0.001 per share (the Company (Class A must subscribe to a minimum of 2,500 shares“Common Stock”), at of Zero Labs Automotive Inc., a purchase price of $4.00 per share, for a total purchase price of $_____________________Delaware corporation (the “Company”), upon the terms and conditions set forth herein (the or this “Subscription”)herein. The total purchase price for the Subscription minimum subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities$1000.00 (100 Shares).”
(b) The Subscriber understands that the Securities Shares are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular offering circular dated [_____________], 2017, with exhibits 202_ (the “Offering Circular”), as ) included in the offering statement of the Company filed with the SEC. A full description of SEC (the Securities and the “Offering is set forth in the Offering CircularStatement”). By subscribing to the Offeringexecuting this Subscription Agreement, the Subscriber acknowledges that he/she/, she or it has received and reviewed a copy this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto and any other information requested required by the Subscriber in writing to make an investment decision with respect to the Securitiesdecision.
(c) This Subscription Subscriber’s subscription may be accepted or rejected, rejected in whole or in part, by the Company Company, in its sole discretion, at any time before a Closing Date (as defined below). In addition, the Company, in its sole discretion, may allocate to the Subscriber only a portion of the number of Shares subscribed forfor which Subscriber has subscribed. The Company will notify the Subscriber whether this Subscription his, her or its subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof thereof, if partially rejected) will be returned to him/her/it Subscriber without interest and all of the Subscriber’s obligations hereunder shall will terminate.
(d) The maximum aggregate number of shares of the Company’s common stock that may be Shares sold in this Offering shall will not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum 1,000,000 Shares”). The Company may accept subscriptions until twelve months following the earliest of (i) the 180th day after the date as of which the SEC qualifies the Offering Circular, unless otherwise extended by Statement (or such later day as the Company determines, if, in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell discretion, it extends the Maximum offering of the Shares (the “Offering”), (ii) the date as of which all Shares offered by the Offering Circular have been sold and (iii) any such earlier time as the Company may determine in its sole discretion, regardless of the number of Shares sold and the amount of capital raised (the earliest of such dates, the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect at any time to set an earlier close all or any portion of the Offering, on various dates at or before the Termination Date and end the Offering. No minimum number of shares is required to be sold(each, a “Closing Date”).
(e) In the event of a rejection of this Subscription subscription in its entirety, or in the event if the sale of the Shares (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall will have no force or effect, except for this Section 1(e) and Section 5 hereofhereof (and, to the extent relevant thereto, Sections 4 and 6), each of which shall will remain in force and effect.
(f) The terms of this Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advance, an agreement acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Agreement.
Appears in 1 contract
Samples: Subscription Agreement (Zero Labs Automotive, Inc.)
Subscription. (a) The Subscriber undersigned (“Subscriber”) hereby commits irrevocably subscribes for and agrees to purchase _____________ shares Common Stock (the “SharesSecurities”) ), of Class _________ Stock of Medivie USA, a Nevada corporation (the Company (Class A must subscribe to a minimum of 2,500 shares“Company”), at a purchase price of $4.00 5.00 per share, for share (the “Per Security Price”) with a total minimum purchase price of 60 shares or $_____________________, 300 or higher subject to the discretionary of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein herein. The rights of the Common Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the or this “SubscriptionOffering Circular”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-Aan offering circular dated May 15, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits 2017 (the “Offering Circular”), as filed with the SEC. A full description SEC as part of the Securities and the Offering is set forth in the Offering Circular. By subscribing to the Offeringexecuting this Subscription Agreement, the Subscriber acknowledges that he/she/it Subscriber has received and reviewed a copy this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information requested required by the Subscriber in writing to make an investment decision with respect to the Securitiesdecision.
(c) This Subscription Subscriber’s subscription may be accepted or rejected, rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company in at its sole discretion. In addition, the Company, in at its sole discretion, may allocate to the Subscriber only a portion of the number of Shares Securities Subscriber has subscribed for. The Company will notify the Subscriber whether this Subscription subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it Subscriber without interest and all of the Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate.
(d) The aggregate number of Securities sold shall not exceed 2,000,000 shares of Common Stock (the “maximum number of shares of the Company’s common stock that may be sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum Sharesshares”). The Company may accept subscriptions until twelve months following the date of the Offering CircularMarch 8, 2018, unless otherwise the earliest of extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Date”). Once accepted, ) or until the Company may immediately use maximum number of shares under the proceeds from this Subscription for its business needs, in its sole discretionOffering are sold. The Company may elect at any time to set an earlier close all or any portion of this offering, on various dates at or prior to the Termination Date and end the Offering. No minimum number of shares is required to be sold(each a “Closing Date”).
(e) In the event of a rejection of this Subscription subscription in its entirety, or in the event the sale of the Shares Securities (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, Company in advance, advance an agreement instrument in a form acceptable to the Company, Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 1 contract
Subscription. (a) The Subscriber undersigned (whether one or more, hereafter referred to as the “Subscriber”) hereby commits irrevocably subscribes for and agrees to purchase _____________ the number of shares set forth below of the $0.00001 par value Series C Preferred Stock (the “SharesSecurities”, or the “Series C Preferred Stock”) of Class _________ Stock of Coyuchi, Inc., a California corporation (the Company (Class A must subscribe to a minimum of 2,500 shares“Company”), at a purchase price of $4.00 [4.50]/[4.05] per shareshare (the “Per Share Price”), for with a total minimum purchase price of $___________450 or higher (“Minimum Purchase”), subject to the discretion of the Company and upon the terms and conditions set forth herein. The rights of the Series C Preferred Stock are as set forth in the Fourth Amended and Restated Articles of Incorporation of the Company (as amended, the “Restated Articles”), the Certificate of Determination of Series C Preferred Stock of the Company and the Bylaws of the Company, each included in the Exhibits to the offering circular of the Company filed with the SEC (the “Offering Circular”).
(b) Subscriber understands that the Securities are being offered in connection with the offering by the Company and certain existing stockholders of the company of up to 18,518,518 shares of Series C Preferred Stock (the “Offering”) pursuant to an offering statement dated __________, upon the terms and conditions set forth herein (the or this “Subscription”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated 202_____________, 2017, with exhibits _ (the “Offering CircularStatement”), as a copy of which has been filed with the SEC. A full description By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Securities and the Offering is set forth in the Offering Circular. By subscribing to , including the OfferingExhibits thereto, the Subscriber acknowledges that he/she/it has received and reviewed a copy of the Offering Circular and any other Offering Materials or other information requested required by the Subscriber in writing to make an investment decision with respect to the Securitiesdecision.
(c) This Subscription Subscriber’s subscription may be accepted or rejected, rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company in Company, at its sole discretion. In addition, the Company, in at its sole discretion, may allocate to the Subscriber only a portion of the number of Shares subscribed forSecurities for which the Subscriber has subscribed. The Company will notify the Subscriber whether this Subscription subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it Subscriber without interest and all of the Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate.
(d) The maximum aggregate number of shares of the Company’s common stock that may be Securities sold in this Offering shall not exceed 500,000 18,518,518 shares of Class A Stock and 250,000 shares of Class B Series C Preferred Stock (collectively, the “Maximum Number of Shares”). The There is no minimum offering amount required, and the Company may accept subscriptions until twelve months following the date of the Offering Circular__________, 2023, unless otherwise extended by the Company Company, in its sole discretion discretion, in accordance with applicable SEC regulations for such additional period as may be sought to sell or until the Maximum Number of Shares under the Offering are sold, whichever shall first occur (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect at any time to set an earlier close all or any portion of this offering, on various dates at or prior to the Termination Date and end the Offering. No minimum number of shares is required to be sold(each a “Closing Date”).
(e) In This Agreement and the covenants made herein shall survive the closing of the purchase of the Securities, provided, however, that in the event of a rejection of this Subscription subscription in its entirety, or in the event the sale of the Shares Securities (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which section shall survive termination of this Subscription Agreement and shall remain in full force and effect.
(f) The terms of this Subscription Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (individually and collectively, the “TransfereesTransferee”); provided provided, however, that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advance, an agreement instrument in a form acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agreeagree to, and be bound by the representations and warranties of the Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
(g) By agreeing to these provisions, Subscribers will not be deemed to have waived their rights under the federal securities laws and the rules and regulations thereunder.
Appears in 1 contract
Subscription. (a) The Subscriber undersigned (“Subscriber”) hereby commits irrevocably subscribes for and agrees to purchase _____________ shares of Common Stock (the “SharesSecurities”) ), of Class _________ Stock of Flower Turbines, Inc., a Delaware corporation (the Company (Class A must subscribe to a minimum of 2,500 shares“Company”), at a purchase price of $4.00 70.00 per share, for a total purchase price of $_____________________share (the “Per Security Price”), upon the terms and conditions set forth herein herein, plus $2.45 per share which each investor shall pay directly to StartEngine Primary as a commission. The minimum subscription is $560, which excludes the 3.5% commission to be paid by Subscriber directly to StartEngine Primary as a commission. The rights and preferences of the common stock are as set forth in the Company’s certificate of incorporation, found as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the or this “SubscriptionOffering Statement”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular offering circular dated _____________, 2017, with exhibits [DATE] (the “Offering Circular”), as ) filed with the SEC. A full description SEC as part of the Securities and the Offering is set forth in the Offering CircularStatement. By subscribing to the Offeringexecuting this Subscription Agreement, the Subscriber acknowledges that he/she/it Subscriber has received and reviewed a copy this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information requested required by the Subscriber in writing to make an investment decision with respect to the Securitiesdecision.
(c) This Subscription The Subscriber’s subscription may be accepted or rejected, rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company in at its sole discretion. In addition, the Company, in at its sole discretion, may allocate to the Subscriber only a portion of the number of Shares Securities Subscriber has subscribed for. The Company will notify the Subscriber whether this Subscription subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it Subscriber without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum aggregate number of Securities sold shall not exceed 200,000 shares of the Company’s common stock Common Stock, plus up to 40,000 bonus shares that may be sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock issued to certain investors (collectively, the “Maximum SharesOffering”). The Company may accept subscriptions until twelve months following the date of the Offering Circularon a continuous basis, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional other period as may be sought required to sell the Maximum Shares Offering (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect at any time to set an earlier close all or any portion of this offering, on various dates at or prior to the Termination Date and end the Offering. No minimum number of shares is required to be sold(each a “Closing Date”).
(e) In the event of a rejection of this Subscription subscription in its entirety, or in the event the sale of the Shares Securities (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, Company in advance, advance an agreement instrument in a form acceptable to the Company, Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The Subscriber hereby commits irrevocably subscribes for and agrees to purchase _____________ shares (the “Shares”) of Class _________ Stock of the Company (Class A must subscribe to a minimum of 2,500 shares), at a purchase price of $4.00 per share, for a total purchase price of $_____________________, Shares upon the terms and conditions set forth herein (the or this “Subscription”)herein. The total aggregate purchase price for the Subscription Shares with respect to each Subscriber (the “Purchase Price”) is payable in the manner provided in Section 3 2 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(b) The Subscriber understands that the Securities Shares are being offered pursuant to the Form 1-ACompany’s Offering Circular, Regulation A Offering Statementdated January 8, including an Offering Circular dated _____________2020, 2017, with and its exhibits (collectively, the “Offering Circular”), ) as filed with the SEC. A full description of the Securities and the Offering is set forth in the Offering Circular. By subscribing to the Offering, the Subscriber acknowledges that he/she/it the Subscriber has received and reviewed a copy of the Offering Circular and any other information requested required by the Subscriber in writing to make an investment decision with respect to the SecuritiesShares. After the Offering Circular has been qualified by the SEC, The Bryn Mawr Trust Company of Delaware, appointed by the Company as escrow agent for the Offering (the “Escrow Agent”), will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date.
(c) This Subscription subscription may be accepted or rejected, rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company in at its sole and absolute discretion. In addition, the Company, in at its sole and absolute discretion, may allocate to the Subscriber only a portion of the number of the Shares that the Subscriber has subscribed forfor hereunder. The Company will notify the Subscriber whether this Subscription subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it the Subscriber without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum number of shares of the Company’s common stock that may be sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum Shares”). The Company may accept subscriptions until twelve months following the date of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of shares is required to be sold.
(e) In the event of a rejection of this Subscription subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to the Subscriber is not consummated for any reason, this Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect, and investors will have their subscription funds promptly refunded without interest thereon or deduction therefrom.
(fd) The terms of this Agreement shall be binding upon the Subscriber and Company may close on investments on a “rolling” basis at its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effectivediscretion. Funds will remain in escrow until a Closing has occurred. Upon a Closing, the Subscriber shall have complied with Escrow Agent will release the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered funds to the Company, in advance, an agreement acceptable to . In the Company, in its sole discretion, pursuant to which event that the proposed Transferee shall acknowledge, agree, and be bound Offering does not close by the representations and warranties of Termination Date, any funds tendered will be promptly returned by the Subscriber and the terms of this AgreementEscrow Agent, without interest or deduction.
Appears in 1 contract
Samples: Series C Preferred Stock Subscription Agreement (20/20 GeneSystems, Inc.)
Subscription. (a) The Subscriber undersigned (individually and/or collectively, the “Participant”) hereby commits applies to purchase _____________ shares Units composed of (i) one share of Common Stock (the “Common Stock” or the “Shares”) of Class _________ Generation Hemp, Inc., a Colorado corporation (the “Company”), and (ii) one warrant exercisable for one share of Common Stock (the “Warrant(s)”), in accordance with the terms and conditions of the Company this Subscription Agreement (Class this “Subscription”) and form of Warrant which is attached as Exhibit A must subscribe to a minimum of 2,500 shares)hereto, at a purchase price (the “Offering Price”) of $4.00 0.40 per shareUnit (collectively the “Units”). This Subscription is one of several Subscriptions to be entered into by and between the Company and Participants, pursuant to which the Company will raise up to $10,000,000 or such greater amount as the Company’s Board of Directors may so determine without notice or consent by any prior or future Participants (the “Offering”). The Participant acknowledges and understands that the Offering of the Units is being made without registration of the Units, the Common Stock, the Warrant or the Common Stock for a total purchase price which the Warrant is exercisable, under the Securities Act of 1933, as amended (the “Securities Act”), or any securities “blue sky” or other similar laws of any state.
(b) Before this Subscription is considered, the Participant must complete, execute and deliver to the Company the following:
(i) This Subscription;
(ii) The Form of Warrant attached hereto as Exhibit A;
(iii) The Certificate of Accredited Investor Status, attached hereto as Exhibit B; and
(iv) The Participant’s check in the amount of $__________ in exchange for _____________ Units purchased, upon or wire transfer sent to the terms Company in accordance with wire transfer instructions which the Company will provide at the request of the Participant.
(c) This Subscription is irrevocable by the Participant.
(d) This Subscription is not transferable or assignable by the Participant.
(e) This Subscription may be rejected in whole or in part by the Company in its sole discretion prior to the applicable Closing (as defined in Section 1(g) hereof), regardless of whether Participant’s funds have theretofore been deposited by the Company,. Participant’s execution and conditions set forth herein delivery of this Subscription will not constitute an agreement between the undersigned and the Company until this Agreement has been accepted and executed by the Company. In the event this Subscription is rejected by the Company, all funds and documents tendered by the Participant shall be returned and the parties' obligations hereunder, shall terminate. Participant’s Initials 1 Generation Hemp, Inc.
(f) Each Participant shall be issued at Closing a two-year Warrant in substantially the form attached hereto as Exhibit A to acquire up to that number of additional shares of Common Stock equal to one hundred percent (100%) of the number of Shares purchased by such Participant and exercisable only for a cash Purchase Price of $0.40 per share (the shares of Common Stock issuable upon exercise of or this otherwise pursuant to the Warrant collectively are referred to herein as the “SubscriptionWarrant Shares”). The total purchase price for Shares, the Subscription is payable in Warrant and the manner provided in Section 3 below. The Warrant Shares being subscribed for under this Agreement collectively are sometimes referred to herein as the “Securities”.”
(bg) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits sale of Units will take place in one or more closings (the “Offering CircularClosing” or “Closing Date”), as filed with the SECfirst of which is scheduled to close on or about February 18, 2020, subject to the satisfaction of all parties hereto of their obligations herein. A full description of the Securities and the Offering is set forth The minimum investment amount shall be $50,000 by each Participant in the Offering Circular. By subscribing to the Offering, although the Subscriber Company may waive this minimum in its sole discretion and accept lesser investment amounts from Participants. The minimum Offering size shall be for 1,000,000 Units (the “Minimum Offering Amount”), and the maximum Offering size shall be for 25,000,000 Units. The Closing will not occur until the Minimum Offering Amount has been raised. All amounts paid by Participant shall be deposited prior to the Closing in the escrow account maintained by the Escrow Agent, and may be immediately drawn upon at each Closing. Participant acknowledges and agrees that he/she/it has received their subscription is irrevocable and reviewed a copy binding on the part of the Offering Circular Participant and that once the funds have been tendered, the Company may conduct a Closing without any consent or notice to the Participant. Once a Closing has occurred, the subscribed funds will become assets of the Company and will be available for use by the Company as described herein. Notwithstanding any other information requested term or provision hereof, in the event the Closing does not occur by March 31, 2020, the Company shall have the right in its sole discretion to terminate the Offering and return all funds provided by the Subscriber Participant in writing connection with its subscription hereunder to make an investment decision the Participant.
(h) The Company plans to use the proceeds from the Offering for acquisitions, capital expenditures, and general working capital purposes.
(i) Participant hereby agrees not to, and will cause its affiliates not to, enter into any “put equivalent position” as such term is defined in Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or Short Sale (as defined below) position (a) with respect to the Securities.
; or (cb) This Subscription may be accepted or rejected, in whole or in part, by the Company in its sole discretion. In addition, the Company, in its sole discretion, may allocate with respect to the Subscriber only a portion of the number of Shares subscribed for. The Company will notify the Subscriber whether this Subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum number of shares of the Company’s common stock that may be sold Common Stock, prior to the exercise in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum Shares”). The Company may accept subscriptions until twelve months following the date full of the Offering Circular, unless otherwise extended Warrants by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of shares is required to be sold.
(e) In the event of a rejection of this Subscription in its entiretyParticipant, or in the event the sale expiration of the Shares (or any portion thereof) to the Subscriber is not consummated for any reason, this Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advance, an agreement acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound Warrants held by the representations and warranties of the Subscriber and the terms of this AgreementParticipant.
Appears in 1 contract
Subscription. (a1) The Subscriber undersigned hereby commits irrevocably subscribes for and agrees to purchase _____________ shares the number of Units indicated on the signature page hereto (the “Shares”"Signature Page") of Class _________ Stock of at the Company (Class A must subscribe purchase price set forth on the Signature Page. The undersigned hereby agrees to a minimum of 2,500 shares), at a wire the aggregate purchase price of $4.00 per share, for a total purchase price of $_____________________, upon the terms and conditions set forth herein (the or this “Subscription”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being Units subscribed for under this Agreement are sometimes referred to herein by the undersigned as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits (the “Offering Circular”), as filed with the SEC. A full description of the Securities and the Offering is set forth in the Offering Circular. By subscribing Signature Page (the "Payment") to the Offeringfollowing non-interest bearing escrow account:
(2) The Payment (or, in the case of rejection of a portion of the undersigned's subscription, the Subscriber part of the Payment relating to such rejected portion) will be returned promptly, without interest or deduction, if the undersigned's subscription is rejected in whole or in part or if the Offering is terminated without a closing. Upon receipt by the Company of the requisite payment for all Units to be purchased by the subscribers whose subscriptions are accepted (each, a "Purchaser" and, collectively, the "Purchasers") at each closing of the Offering (a "Closing"), the Shares and Warrants so purchased will be issued in the name of each Purchaser, and the name of such Purchaser will be registered on the books of the Company as the record owner of such Shares and Warrants. The Company will issue to each Purchaser the stock certificates representing the Shares purchased and the Warrant Agreement representing the Warrants purchased. The Shares and Warrants may not be transferred prior to the Closing.
(3) The undersigned hereby acknowledges that he/she/it has received and reviewed receipt of a copy of the Offering Circular Memorandum, and any other information requested by the Subscriber in writing to make an investment decision with respect to the Securities.
(c) This Subscription may be accepted or rejected, in whole or in part, by the Company in its sole discretion. In addition, the Company, in its sole discretion, may allocate to the Subscriber only a portion of the number of Shares subscribed for. The Company will notify the Subscriber whether this Subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum number of shares of the Company’s common stock that may be sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum Shares”). The Company may accept subscriptions until twelve months following the date of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of shares is required hereby agrees to be sold.
(e) In the event of a rejection of this Subscription in its entiretybound thereby, or in the event the sale of the Shares (or any portion thereof) to the Subscriber is not consummated for any reasonas amended hereby, this Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Agreement shall be binding upon the Subscriber (i) execution and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered delivery to the Company, in advancecare of Xxxxxx Xxxx & Xxxxxxxx, an agreement acceptable to Inc. (the Company"Placement Agent"), of the Signature Page, and (ii) acceptance at a Closing by the Company of the undersigned's subscription (the "Subscription").
(4) The undersigned agrees that the Company may, in its sole and absolute discretion, pursuant reduce the undersigned's Subscription to which any amount of Units that in the proposed Transferee shall acknowledge, agree, and be bound aggregate does not exceed the amount of Units hereby applied for without any prior notice to or further consent by the representations undersigned. The undersigned hereby irrevocably constitutes and warranties appoints the Placement Agent and each officer of the Subscriber Placement Agent, each of the foregoing acting singly, in each case with full power of substitution, the true and lawful agent and attorney-in-fact of the terms undersigned, with full power and authority in the undersigned's name, place and stead, to amend this Subscription Agreement, including in each case the Signature Page, to effect any of the foregoing provisions of this AgreementParagraph (4).
(1) 0000000 Southwest Bank of Texas as Escrow Agent
(1) Wire instructions to be provided by Placement Agent prior to submission of Subscription Agreement by Purchasers and Closing.
Appears in 1 contract
Subscription. (a) The Subscriber undersigned (the "Subscriber") hereby commits irrevocably subscribes for and agrees to purchase _____________ shares from Contact Gold Corp., a Nevada corporation (the “Shares”) of Class _________ Stock of the Company (Class A must subscribe to a minimum of 2,500 shares"Company"), at a purchase price of $4.00 per share, for a total purchase price of $_____________________, upon the terms and conditions set forth herein herein, such number of shares (the or this “Subscription”). The total "Shares") of the Company's common stock, $0.001 par value per Share, as set forth on the signature page hereto, for an aggregate purchase price for (the "Purchase Price") equal to the product of (x) the aggregate number of Shares the Subscriber has agreed to purchase and (y) the purchase price per share (the "Subscription is payable in Price") as set forth on the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securitiessignature page hereto.”
(b) The Subscriber understands that the Securities Shares are being offered pursuant to an offering circular dated May 13, 2019 (the "Offering Circular") filed with the SEC as part of the Offering Statement on Form 1-A, Regulation A (the "Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits (the “Offering Circular”"), as filed with the SEC. A full description of the Securities and the Offering is set forth in the Offering Circular. By subscribing to the Offeringexecuting this Subscription Agreement, the Subscriber acknowledges that he/she/it has received and reviewed a copy this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information requested required by the Subscriber in writing to make an investment decision with respect to the Securitiesdecision.
(c) This Subscription The Subscriber's subscription may be accepted or rejected, rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company in at its sole discretion. In addition, the Company, in at its sole discretion, may allocate to the Subscriber only a portion of the number of the Shares that the Subscriber has subscribed for. The Company will notify the Subscriber whether this Subscription subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription Subscriber's subscription is rejected, the Subscriber’s 's payment (or portion thereof if partially rejected) will be returned to him/her/it the Subscriber without interest and all of the Subscriber’s 's obligations hereunder shall terminate.
(d) The maximum number of shares of the Company’s common stock that may be sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum Shares”). The Company may accept subscriptions until twelve months following the date of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of shares is required to be sold.
(e) In the event of a rejection of this Subscription subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 4 hereof, which shall remain in force and effect.
(f) The terms of this Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advance, an agreement acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Agreement.
Appears in 1 contract
Subscription. (a) The Subscriber undersigned (“Subscriber”) hereby commits irrevocably subscribes for and agrees to purchase Common Stock (the “Securities”), of SPRiZZi Xxx-Co, Inc., a Delaware corporation (the “Company”), at a purchase price of $10.00 per share (the “Per Security Price”) with a minimum purchase of 25 shares or $250.00 or higher subject to the discretionary of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The rights of the Common Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ shares (the “SharesOffering Circular”), filed with the SEC as part of the Offering Circular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of Class the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate.
(d) The aggregate number of Securities sold shall not exceed 5,000,000 shares of Non-Voting Common Stock (the “maximum number of shares”). The Company may accept subscriptions until _________ Stock of the Company (Class A must subscribe to a minimum of 2,500 shares), at a purchase price of $4.00 per share, for a total purchase price of $_____________________, upon unless the terms and conditions set forth herein (the or this “Subscription”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits (the “Offering Circular”), as filed with the SEC. A full description earliest of the Securities and the Offering is set forth in the Offering Circular. By subscribing to the Offering, the Subscriber acknowledges that he/she/it has received and reviewed a copy of the Offering Circular and any other information requested by the Subscriber in writing to make an investment decision with respect to the Securities.
(c) This Subscription may be accepted or rejected, in whole or in part, by the Company in its sole discretion. In addition, the Company, in its sole discretion, may allocate to the Subscriber only a portion of the number of Shares subscribed for. The Company will notify the Subscriber whether this Subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum number of shares of the Company’s common stock that may be sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum Shares”). The Company may accept subscriptions until twelve months following the date of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Date”). Once accepted, ) or until the Company may immediately use maximum number of shares under the proceeds from this Subscription for its business needs, in its sole discretionOffering are sold. The Company may elect at any time to set an earlier close all or any portion of this offering, on various dates at or prior to the Termination Date and end the Offering. No minimum number of shares is required to be sold(each a “Closing Date”).
(e) In the event of a rejection of this Subscription subscription in its entirety, or in the event the sale of the Shares Securities (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, Company in advance, advance an agreement instrument in a form acceptable to the Company, Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 1 contract
Subscription. (a) The Subscriber undersigned (“Subscriber”) hereby commits irrevocably subscribes for and agrees to purchase _____________ shares Units reflecting membership interests (the “SharesSecurities”) ), of Class _________ Stock [SERIES NAME], a Series of Mission Property Holdings LLC, a protected series of a Delaware series limited liability company (the Company (Class A must subscribe to a minimum of 2,500 shares“Company”), at a purchase price of $4.00 [_] per sharemembership interest (the “Per Security Price”), for a total purchase price upon the terms and conditions set forth herein. The rights of $_______the membership interest are as set forth in the Operating Agreement of Mission Property Holdings LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, upon the terms and conditions set forth herein (the or this “Subscription”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits 2023 (the “Offering Circular”), as ) filed with the SEC. A full description SEC as part of the Securities and the Offering is set forth in the Offering CircularStatement. By subscribing to the Offeringexecuting this Subscription Agreement, the Subscriber acknowledges that he/she/it Subscriber has received and reviewed a copy this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information requested required by the Subscriber in writing to make an investment decision with respect decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the SecuritiesOperating Agreement.
(c) This Subscription The Subscriber’s subscription may be accepted or rejected, rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company in at its sole discretion. In addition, the Company, in at its sole discretion, may allocate to the Subscriber only a portion of the number of Shares Securities Subscriber has subscribed for. The Company will notify the Subscriber whether this Subscription subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it Subscriber without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum aggregate number of shares of the Company’s common stock that may be Securities sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock $[_] (collectively, the “Maximum SharesOffering”). The Company may accept subscriptions until twelve months following the date termination of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares its terms (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect at any time to set an earlier close all or any portion of this offering, on various dates at or prior to the Termination Date and end the Offering. No minimum number of shares is required to be sold(each a “Closing Date”).
(e) In the event of a rejection of this Subscription subscription in its entirety, or in the event the sale of the Shares Securities (or any portion thereof) to the Subscriber Investor is not consummated for any reason, this Subscription Agreement shall have no force or effecteffect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advance, an agreement acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Agreement.
Appears in 1 contract
Samples: Subscription Agreement (Mission Property Holdings LLC)
Subscription. (a) The Subscriber undersigned (“Subscriber”) hereby commits irrevocably subscribes for and agrees to purchase _____________ shares the Common Stock (the “SharesSecurities”) ), of Class _________ Stock of LIFT Aircraft, Inc., a Delaware corporation (the Company (Class A must subscribe to a minimum of 2,500 shares“Company”), at a purchase price of $4.00 per share, for a total purchase price of $______________________ per share (the “Per Security Price”), upon the terms and conditions set forth herein (the or this “Subscription”)herein. The total purchase price for minimum subscription is $___ representing _____ shares of the Subscription is payable in the manner provided in Section 3 belowCompany. The Shares Common Stock being subscribed for under this Subscription Agreement are sometimes is also referred to herein as the “Securities.” The rights and preferences of the Common Stock are as set forth in the Company’s Amended and Restated Certificate of Incorporation included as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) The Subscriber understands that StartEngine Primary, LLC which is serving as the Company’s broker-dealer in this offering, will assess a processing fee of 3.5% of the value of the shares subscribed for. This processing fee shall count against the per investor limit set out in Section 5(d)(ii) below.
(c) Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular offering circular dated _____________, 2017, with exhibits [DATE] (the “Offering Circular”), as ) filed with the SEC. A full description SEC as part of the Securities and the Offering is set forth in the Offering CircularStatement. By subscribing to the Offeringexecuting this Subscription Agreement, the Subscriber acknowledges that he/she/it Subscriber has received and reviewed a copy this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information requested required by the Subscriber in writing to make an investment decision with respect to the Securitiesdecision.
(cd) This Subscription The Subscriber’s subscription may be accepted or rejected, rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company in at its sole discretion, subject to the conditions set forth herein. In addition, the Company, in at its sole discretion, may allocate to the Subscriber only a portion of the number of Shares Securities Subscriber has subscribed for. The Company will notify the Subscriber whether this Subscription subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it Subscriber without interest and all of the Subscriber’s obligations hereunder shall terminate.
(de) The maximum aggregate number of shares of the Company’s common stock Securities sold shall not exceed $25,000,000, excluding Securities that may be sold issued as Bonus Shares, as defined in this the Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock Circular (collectively, the “Maximum SharesOffering”). The Company may accept subscriptions until twelve months following (i) the date of the Maximum Offering Circularhas been sold to investors, unless otherwise extended or (ii) the date at which the offering is earlier terminated by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Date”). Once acceptedProviding that subscriptions for $1,035,000 Securities are received (the “Minimum Offering”) and all other requirements for a closing are met, the Company may immediately use the proceeds from elect at any time to close all or any portion of this Subscription for its business needsoffering, in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of shares is required to be soldon various dates (each a “Closing Date”).
(ef) In the event of a rejection of this Subscription subscription in its entirety, or in the event the sale of the Shares Securities (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(fg) The terms of this Subscription Agreement (as defined below) shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, Company in advance, advance an agreement instrument in a form acceptable to the Company, Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Subscription. 1. Subscriber hereby irrevocably subscribes to purchase the number of Shares listed on the signature page hereof at a price per Share equal to $3.90 (the price per share multiplied by the number of shares being purchased hereunder being the "Subscription Price").
2. As part of the subscription, Subscriber herewith tenders:
(a) The Subscriber hereby commits to purchase _____________ shares (the “Shares”) two copies of Class _________ Stock of the Company (Class A must subscribe to a minimum of 2,500 shares), at a purchase price of $4.00 per share, for a total purchase price of $_____________________, upon the terms and conditions set forth herein (the or this “Subscription”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securitiesduly completed and executed by Subscriber.”
(b) The payment of the Subscription Price made by wire transfer of immediately available funds in U.S. Dollars to the account of Research Frontiers Incorporated at JP Morgxx Xxxxx Xxxx, 0000 Tarbell Road, Xxxxxxxx, New York 13206, Account No.: 825-624-290, ABA Xire Code No.: 021 000 021.
3. Subscriber understands and agrees that the Securities are being offered pursuant to subscription contained herein shall not be deemed binding upon the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits (the “Offering Circular”), as filed with the SEC. A full description of the Securities and the Offering Company until it is set forth in the Offering Circular. By subscribing to the Offering, the Subscriber acknowledges that he/she/it has received and reviewed a copy of the Offering Circular and any other information requested by the Subscriber in writing to make an investment decision with respect to the Securities.
(c) This Subscription may be accepted or rejected, in whole or in part, by the Company in its sole discretion. In addition, and that the Company, in its sole discretion, may allocate to the Subscriber only a portion of the number of Shares subscribed for. The Company will notify the Subscriber whether this Subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum number of shares of the Company’s common stock that subscription may be sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum Shares”). The Company may accept subscriptions until twelve months following the date of the Offering Circular, unless otherwise extended rejected by the Company in its sole discretion in accordance with for any reason. Subscriber further acknowledges and agrees that, subject to applicable SEC regulations for such additional period as may be sought law, this subscription is irrevocable.
4. If this subscription is not accepted by the Company, all Subscription Funds and the documents herewith delivered to sell the Maximum Shares (the “Termination Date”). Once accepted, the Company may immediately use by Subscriber will be returned promptly to Subscriber. In such event, all proceeds theretofore received by the proceeds Company from this Subscription for its business needsthe Subscriber will be refunded in full, in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of shares is required to be soldwithout interest or deduction.
(e) In 5. If this subscription is accepted by the event of a rejection Company, then the Company shall promptly countersign both copies of this Agreement and return one fully executed copy to Subscriber. All Subscription in its entirety, or in Funds of Subscriber shall be applied to the event the sale purchase of the Shares (or any portion thereof) which Shares shall then be delivered to the Subscriber is not consummated for any reasoneither, this Agreement shall have no force as specified by Subscriber, in certificate form or effectby electronic book-entry at The Depository Trust Company by instructing the Company's transfer agent, except for Section 5 hereofContinental Stock Transfer and Trust Company, which shall remain in force and effect.
to make such Shares available to Subscriber under the Deposit/Withdrawal at Custodian (f"DWAC") The terms system. All Subscription Funds of this Agreement Subscriber shall be binding upon the Subscriber used for research and its transfereesdevelopment, heirsworking capital, successors acquisitions, and assigns (collectively, “Transferees”); provided that for any general corporate purposes in such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advance, an agreement acceptable to amounts as the Company, in its sole discretion, pursuant to which deems appropriate. The Company may also, in its discretion, apply such Subscription Funds towards the proposed Transferee shall acknowledge, agree, and be bound development of products using the Company's technology through an investment by the representations and warranties of the Subscriber and the terms of this AgreementCompany in one or more joint ventures with third parties set up for such purposes, or may directly apply Subscription Funds to product development.
Appears in 1 contract
Subscription. (a) The Subscriber hereby commits to purchase _____________ shares (the “Shares”) of Class _________ Stock of the Company (Class A must subscribe to a minimum of 2,500 shares), at a purchase price of $4.00 per share, for a total purchase price of AMOUNT OF INVESTMENT: $_____________________, upon the terms and conditions set forth herein (the or this “Subscription”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _______________
(a) The undersigned (“Purchaser”) hereby subscribes to become a holder (“Noteholder”) of promissory notes in CF FUND II, 2017LLC, a Pennsylvania limited liability company (the “Company”), and to purchase through his, her or its investment the amount of promissory notes (“Promissory Notes”) as indicated above, all in accordance with exhibits the terms and conditions of this Subscription Agreement, the Promissory Notes, the Articles of Organization (the “Articles”), and the Offering Circular (the “Offering Circular”).
(b) The Purchaser acknowledges and agrees that this subscription cannot be withdrawn, as filed with terminated, or revoked. The Purchaser agrees to become a Noteholder and to be bound by all the SEC. A full description terms and conditions of the Securities Promissory Notes. This subscription shall be binding on the heirs, executors, administrators, successors and assigns of the Offering Purchaser. This subscription is set forth not transferable or assignable by the Purchaser, except as expressly provided in the Offering Circular. By subscribing to the Offering, the Subscriber acknowledges that he/she/it has received terms and reviewed a copy conditions of the Offering Circular and any other information requested by the Subscriber in writing to make an investment decision with respect to the Securitiesactual Promissory Notes.
(c) This Subscription subscription may be accepted or rejected, in rejected as a whole or in part, part by the Company in its sole and absolute discretion. In addition, the Company, in its sole discretion, may allocate to the Subscriber only a portion of the number of Shares subscribed for. The Company will notify the Subscriber whether If this Subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription subscription is rejected, the SubscriberPurchaser’s payment (or portion thereof if partially rejected) will funds shall be returned to him/her/it without interest and all the extent of such rejection. This subscription shall be binding on the Company only upon its acceptance of the Subscriber’s obligations hereunder shall terminatesame.
(d) The maximum number Neither the execution nor the acceptance of shares this Subscription Agreement constitutes the Purchaser as a Noteholder, shareholder or secured creditor of the Company. This is an agreement only to purchase the Promissory Notes on a when issued basis; and the Purchaser will become a Noteholder (and not a shareholder or secured creditor) only after the Purchaser’s common stock that funds are duly transferred to the account of the Company and the Promissory Notes are issued thereupon to the Purchaser. Until such time, the Purchaser shall have only those rights as may be sold set forth in this Offering shall not exceed 500,000 shares Subscription Agreement. SUBSCRIPTION AGREEMENT CF FUND II, LLC
(e) The Purchaser’s rights and responsibilities will be governed by the terms and conditions of Class A Stock and 250,000 shares of Class B Stock (collectivelythis Subscription Agreement, the “Maximum Shares”). The Company may accept subscriptions until twelve months following the date of the Offering Circular, unless otherwise extended by and the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Date”)Promissory Notes. Once acceptedIf Purchaser is deemed an Accredited Investor, the Company may immediately use will rely upon the proceeds from information provided in this Subscription for its business needsAgreement to confirm that the Purchaser is an “Accredited Investor” as defined in Regulation D promulgated under the Act. If Purchaser is a non-accredited investor, the Company will rely upon the information provided in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of shares is required to be sold.
(e) In the event of a rejection of this Subscription in its entiretyAgreement to confirm that the Purchaser is sophisticated and meets the non-accredited suitability standards further outlined below, or in that will allow the event the sale of the Shares (or any portion thereof) investor to the Subscriber is not consummated for any reason, this Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effectpurchase Promissory Notes.
(f) The terms Should the process from depositing a Purchaser’s funds into the account of this Agreement shall be binding upon the Subscriber Company and its transferees, heirs, successors and assigns acceptance as a Noteholder take longer than ninety (collectively, “Transferees”); provided that for any such transfer to be deemed effective90) days, the Subscriber shall have complied with Purchaser may request in writing to recover his, her or its investment funds. If, upon receipt of such request in writing, the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered Company has not yet accepted the Purchaser as a Noteholder, then the Company will return the Purchaser’s funds to the Company, in advance, an agreement acceptable to Purchaser and revoke the Company, in its sole discretion, pursuant to which Subscription Agreement within ten (10) business days of receipt of such request from the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this AgreementPurchaser.
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Subscription. (a) The Subscriber undersigned (“Subscriber”) hereby commits subscribes for and agrees to purchase _____________ shares Non-Voting Common Stock, par value $0.001 per share (the “SharesSecurities”) ), of Class _________ Stock of Dimicron, Inc. dba Dymicron, a Utah corporation (the Company (Class A must subscribe to a minimum of 2,500 shares“Company”), at a purchase price of $4.00 5.75 per share, for a total purchase price share of $_____________________Non-Voting Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein herein. The minimum subscription is 174 shares of Non-Voting Common Stock, or $1,000.50. The rights of the Non-Voting Common Stock are as set forth in the Company’s Second Amended & Restated Articles of Incorporation, and the Articles of Amendment to Second Amended and Restated Articles of Incorporation, filed as Exhibits 2.1 and 2.2, respectively, to the Offering Statement of the Company filed with the SEC (the or this “SubscriptionOffering Statement”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.”
(b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-Aan offering circular dated [_], Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits 2022 (the “Offering Circular”), as ) filed with the SEC. A full description SEC as part of the Securities and the Offering is set forth in the Offering CircularStatement. By subscribing to the Offering, the Subscriber acknowledges that he/she/it Subscriber has received and reviewed a copy this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information requested required by the Subscriber in writing to make an investment decision with respect to the Securitiesdecision.
(c) This Subscription The Subscriber’s subscription may be accepted or rejected, rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company in at its sole discretion. In addition, the Company, in at its sole discretion, may allocate to the Subscriber only a portion of the number of Shares Securities Subscriber has subscribed for. The Company will notify the Subscriber whether this Subscription subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If the Subscription Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to him/her/it Subscriber without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The maximum aggregate number of shares of the Company’s common stock that may be Securities sold in this Offering shall not exceed 500,000 shares of Class A Stock and 250,000 shares of Class B Stock 2,608,695 (collectively, the “Maximum SharesOffering”). The Company may accept subscriptions until twelve months following the date termination of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares its terms (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect at any time to set an earlier close all or any portion of this offering, on various dates at or prior to the Termination Date and end the Offering. No minimum number of shares is required to be sold(each a “Closing Date”).
(e) In the event of a rejection of this Subscription subscription in its entirety, or in the event the sale of the Shares Securities (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advance, an agreement acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Agreement.
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