Subscriptions. 2.1 The undersigned, Xxx Xxx Ham and Goh Pie Ham, a resident of Indonesia (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 20,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below. 2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. 2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act. 2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: XX Xxxxxx Chase Bank, New York, NY SWIFT: XXXXXX00 ABA: 000000000 for credit to: KinerjaPay Corp. Account#: 786621503 2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above. 2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company. 2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.
Appears in 1 contract
Samples: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)
Subscriptions. 2.1 The undersigned, Xxx Xxx Ham and Goh Pie HamXxxxxx Yohansha, a resident of Indonesia (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 20,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below.
2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of February 2016.
2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act.
2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: XX Xxxxxx Chase Bank, New York, NY SWIFT: XXXXXX00 ABA: 000000000 for credit to: KinerjaPay Corp. Account#: 786621503
2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above.
2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company.
2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.
Appears in 1 contract
Samples: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)
Subscriptions. 2.1 The undersigned, Xxx Xxx Ham and Goh Pie HamXxxxx Xxxxxxxx, a resident of Indonesia (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 20,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below.
2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA.
2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act.
2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: XX Xxxxxx Chase Bank, New York, NY SWIFT: XXXXXX00 ABA: 000000000 for credit to: KinerjaPay Corp. Account#: 786621503
2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above.
2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company.
2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.
Appears in 1 contract
Samples: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)
Subscriptions. 2.1 The undersigned, Xxx Xxx Ham and Goh Pie HamStephanus Xxxxx Xxxxxxx, a resident of Indonesia Singapore (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 20,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below.
2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of February 2016.
2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act.
2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: XX Xxxxxx Chase Bank, New York, NY SWIFT: XXXXXX00 ABA: 000000000 for credit to: KinerjaPay Corp. Account#: 786621503
2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above.
2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company.
2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.
Appears in 1 contract
Samples: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)
Subscriptions. 2.1 The undersigned, Xxx Xxx Ham and Goh Pie HamPT. Stareast Management, a resident organized under the laws of Indonesia (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 20,000 500,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below.
2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of February 2016.
2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act.
2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: XX Xxxxxx Chase Xxxxx Bank, New York, NY SWIFT: XXXXXX00 ABA: 000000000 025000021 for credit to: KinerjaPay Corp. Account#: 786621503
2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above.
2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company.
2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.
Appears in 1 contract
Samples: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)
Subscriptions. 2.1 The undersigned, Xxx Xxx Ham and Goh Pie HamHenful Pang, a resident of Indonesia (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 20,000 40,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below.
2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of February 2016.
2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act.
2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: XX Xxxxxx Chase Xxxxx Bank, New York, NY SWIFT: XXXXXX00 ABA: 000000000 for credit to: KinerjaPay Corp. Account#: 786621503
2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above.
2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company.
2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.
Appears in 1 contract
Samples: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)
Subscriptions. 2.1 The undersigned, Xxx Xxx Ham and Goh Pie HamPT. Stareast Management, a resident organized under the laws of Indonesia (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 20,000 140,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below.
2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of February 2016.
2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act.
2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: XX Xxxxxx Chase Xxxxx Bank, New York, NY SWIFT: XXXXXX00 ABA: 000000000 021400021 for credit to: KinerjaPay Corp. Account#: 786621503
2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above.
2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company.
2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.
Appears in 1 contract
Samples: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)
Subscriptions. 2.1 The undersigned, Xxx Xxx Ham and Goh Pie HamXxxxxxxxxxx Xxxxx, a resident of Indonesia (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 20,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below.
2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of February 2016.
2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act.
2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: XX Xxxxxx Chase Bank, New York, NY SWIFT: XXXXXX00 ABA: 000000000 for credit to: KinerjaPay Corp. Account#: 786621503
2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above.
2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company.
2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.
Appears in 1 contract
Samples: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)
Subscriptions. 2.1 The undersigned, Xxx Xxx Ham and Goh Pie HamXxxxxxxx Xxxxxxxxx Xxxxxxx, a resident of Indonesia (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 20,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below.
2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of February 2016.
2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act.
2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: XX Xxxxxx Chase Bank, New York, NY SWIFT: XXXXXX00 ABA: 000000000 for credit to: KinerjaPay Corp. Account#: 786621503
2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above.
2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company.
2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.
Appears in 1 contract
Samples: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)
Subscriptions. 2.1 The undersigned, Xxx Xxx Ham and Goh Pie HamXxxxx Xxxxxxx Korompis, a resident of Indonesia (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 20,000 100,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below.
2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of February 2016.
2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act.
2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: XX Xxxxxx Chase Bank, New York, NY SWIFT: XXXXXX00 ABA: 000000000 for credit to: KinerjaPay Corp. Account#: 786621503
2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above.
2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company.
2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.
Appears in 1 contract
Samples: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)
Subscriptions. 2.1 The undersigned, Xxx Xxx Ham and Goh Pie HamXxxxxx Xxxx Xxxxx, a resident of Indonesia (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 20,000 140,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below.
2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of February 2016.
2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act.
2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: XX Xxxxxx Chase Bank, New York, NY SWIFT: XXXXXX00 ABA: 000000000 021400021 for credit to: KinerjaPay Corp. Account#: 786621503
2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above.
2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company.
2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.
Appears in 1 contract
Samples: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)
Subscriptions. 2.1 The undersigned, Xxx Xxx Ham and Goh Pie HamXXXXXX, a resident of Indonesia, with an address located at JI. Bogor No. 16 Medan Indonesia (the "Investor"), intending Investor"),intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 20,000 50,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below.
2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of February 2016.
2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act.
2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: XX Xxxxxx Chase Bank, New York, NY SWIFT: XXXXXX00 ABA: 000000000 for credit to: KinerjaPay Corp. Account#: 786621503
2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above.
2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company.
2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.
Appears in 1 contract
Samples: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)
Subscriptions. 2.1 The undersigned, Xxx Xxx Ham and Goh Pie HamXxxx Xxxxxx, a resident of Indonesia (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 20,000 40,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below.
2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of February 2016.
2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act.
2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: XX Xxxxxx Chase Bank, New York, NY SWIFT: XXXXXX00 ABA: 000000000 for credit to: KinerjaPay Corp. Account#: 786621503
2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above.
2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company.
2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.
Appears in 1 contract
Samples: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)
Subscriptions. 2.1 The undersigned, Xxx Xxx Ham and Goh Pie HamIskandar Tanuseputra, a resident of Indonesia (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 20,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below.
2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of February 2016.
2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act.
2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: XX Xxxxxx Chase Xxxxx Bank, New York, NY SWIFT: XXXXXX00 ABA: 000000000 for credit to: KinerjaPay Corp. Account#: 786621503
2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above.
2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company.
2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.
Appears in 1 contract
Samples: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)
Subscriptions. 2.1 The undersigned, Xxx Xxx Ham and Goh Pie HamXxxxxx Xxxxxx, a resident of Indonesia (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 20,000 150,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below.
2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of February 2016.
2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act.
2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: XX Xxxxxx Chase Bank, New York, NY SWIFT: XXXXXX00 ABA: 000000000 021500021 for credit to: KinerjaPay Corp. Account#: 786621503
2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above.
2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company.
2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.
Appears in 1 contract
Samples: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)
Subscriptions. 2.1 The undersigned, Xxx Xxx Ham and Goh Pie Ham____________________________, with offices or a resident of Indonesia residence located at ________________________________ (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 20,000 Units a Note offered by the Company, at a price Company in the principal amount of US$0.50 per Unit $________________ (the "Unit Offering Purchase Price"“Principal Amount”), payable by . The undersigned Investor hereby agrees to pay the Investor aggregate Principal Amount of $_____________ (the “Note Proceeds”) by wire transfer to the Escrow Account asset Company’s bank account as set forth in Section 2.4 2.3 below. The Company and the Investor are sometimes referred to individually, as a “Party” and collectively, as the “Parties.”
2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA.
2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") Notes that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S Reg D promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) that the Unit Offering is only being made to to, and the Company will only accept subscriptions from from, "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act.
2.4 2.3 The undersigned understands and acknowledges that the Offering Price Proceed being remitted to the Company in payment for the Units Notes must be received by the Company by wire transfer to the Special Company’s Account, as follows: Bank: XX Xxxxxx Chase Bank, New York, NY SWIFT: XXXXXX00 Bank of America ABA: 000000000 Address: 000 Xxxx Xxxxxx Xx., Xxxxxxxx, XX 00000 for credit to: KinerjaPay Corp. Quantum Computing Inc. Account#: 7866215034350-4394-1694
2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above.
2.6 2.4 The undersigned Investor understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units Notes for any reason whatsoever, at any time prior to acceptance by the Company.
2.7 2.5 The undersigned Investor further understands and agrees that its subscription for the Units is irrevocable on upon acceptance by the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 belowCompany.
Appears in 1 contract
Subscriptions. 2.1 The undersigned, Xxx Xxx Ham and Goh Pie HamXxxxxx Xxxxxxxx, a resident of Indonesia (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 20,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below.
2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of February 2016.
2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act.
2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: XX Xxxxxx Chase Bank, New York, NY SWIFT: XXXXXX00 ABA: 000000000 for credit to: KinerjaPay Corp. Account#: 786621503
2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above.
2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company.
2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.
Appears in 1 contract
Samples: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)
Subscriptions. 2.1 (a) The undersigned, Xxx Xxx Ham and Goh Pie Ham, a resident total number of Indonesia Shares that the Company shall issue following the Establishment Date is one thousand (the "Investor"1,000), intending to of which six hundred (600) shall be legally bound pursuant Class A Ordinary Shares and four hundred (400) shall be Class B Ordinary Shares.
(b) Within ten (10) Business Days of the Establishment Date, SKHYSI shall subscribe for six hundred (600) Class A Ordinary Shares (such time, the “SKHYSI Subscription Time”) by signing the relevant applications for Shares and paying to the terms and conditions Company US$600 in cash. Immediately following the SKHYSI Subscription Time, the capitalization of the Reg S Company on a fully diluted basis shall be as follows: Promptly after the SKHYSI Subscription AgreementTime, hereby irrevocably subscribes for and agrees to purchase 20,000 Units offered by SKHYSI shall cause the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below.
2.2 The undersigned understands that while the Unit Offering commenced on December 30maximum extent permitted by all Applicable Law, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA.
2.3 The undersigned further understands that: (i) to deliver to SKHYSI its written acknowledgment of, and agreement to abide by, the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject terms of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; Agreement, and (ii) to issue and deliver to SKHYSI a share certificates representing the Unit Offering is only being made Shares subscribed for pursuant to and this Section 3.2(b), which certificate shall comply with the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 provisions of Regulation D promulgated by the SEC under the ActSection 9.2.
2.4 The undersigned understands (c) Thereafter, within ten (10) Business Days of the amendment of the Company’s articles of association as provided in Section 3.1(d), Cypress shall subscribe for four hundred (400) Class B Ordinary Shares (such time, the “Cypress Subscription Time”) by signing the relevant applications for 587490.10A-PALSR01A - MSW Shares and acknowledges that the Offering Price remitted paying to the Company US$400 in payment cash. Immediately following the Cypress Subscription Time, the capitalization of the Company on a fully diluted basis shall be as follows: Promptly after the Cypress Subscription Time, the Parties shall cause the Company, to the maximum extent permitted by all Applicable Law, (i) to deliver to Cypress its written acknowledgment of, and agreement to abide by, the terms of this Agreement, and (ii) to issue and deliver to Cypress a share certificate representing the Shares subscribed for pursuant to this Section 3.2(c), which certificate shall comply with the provisions of Section 9.2.
(d) Each Party shall fully pay the subscription price for the Units must Shares subscribed by it pursuant to this Agreement in US Dollars to an account to be received opened by the Company with a bank in Hong Kong using best efforts to open such account within twenty (20) days of the SKHYSI Subscription Time, unless otherwise directed by wire transfer to resolution of a majority of the Special Account, as follows: Bank: XX Xxxxxx Chase Bank, New York, NY SWIFT: XXXXXX00 ABA: 000000000 for credit to: KinerjaPay Corp. Account#: 786621503
2.5 Simultaneous with Board. The Company shall use all or substantial portion of the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied subscription monies paid by the number Parties pursuant to this Section 3.2 as initial working capital of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above.
2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company.
2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.
Appears in 1 contract
Samples: Joint Venture Agreement (Cypress Semiconductor Corp /De/)
Subscriptions. 2.1 The undersigned, Xxx Xxx Ham and Goh Pie HamXxxxxxx Xxxxxxxx, a resident of Indonesia (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 20,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below.
2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of February 2016.
2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act.
2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: XX Xxxxxx Chase Bank, New York, NY SWIFT: XXXXXX00 ABA: 000000000 for credit to: KinerjaPay Corp. Account#: 786621503
2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above.
2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company.
2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.
Appears in 1 contract
Samples: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)
Subscriptions. 2.1 The undersigned, Xxx Xxx Ham and Goh Pie HamXxxxxx Xxxxxx Goenawan, a resident of Indonesia the State of Virginia, with an address located at 000 Xxxxxxxxx Xxxxx, Xxxxxxxxxxxx, XX 00000 (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S D Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 20,000 200,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Special Account asset as set forth in Section 2.4 below.
2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRAFINRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of March 2016.
2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S D promulgated by the SEC under the Act ("Reg 5D") only to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to persons who are, and the Company will only accept subscriptions from from, "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act.
2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: XX Xxxxxx Chase Xxxxx Bank, New York, NY SWIFT: XXXXXX00 ABA: 000000000 for credit to: KinerjaPay Corp. Account#: 786621503
2.5 Simultaneous with the execution and delivery of this Reg S D Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above.
2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company.
2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.
Appears in 1 contract
Samples: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)
Subscriptions. 2.1 The undersigned, Xxx Xxx Ham and Goh Pie HamAndy Litansen, a resident of Indonesia Singapore (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 20,000 30,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below.
2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of February 2016.
2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act.
2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: XX Xxxxxx Chase Xxxxx Bank, New York, NY SWIFT: XXXXXX00 ABA: 000000000 for credit to: KinerjaPay Corp. Account#: 786621503
2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above.
2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company.
2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.
Appears in 1 contract
Samples: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)
Subscriptions. 2.1 The undersigned, Xxx Xxx Ham and Goh Pie HamSyahid Liga Lie, a resident of Indonesia Singapore (the "Investor"), intending to be legally bound pursuant to the terms and conditions of the Reg S Subscription Agreement, hereby irrevocably subscribes for and agrees to purchase 20,000 200,000 Units offered by the Company, at a price of US$0.50 per Unit (the "Unit Offering Purchase Price"), payable by the Investor by wire transfer to the Escrow Account asset forth in Section 2.4 below.
2.2 The undersigned understands that while the Unit Offering commenced on December 30, 2015, the certificates evidencing the Shares and Class A Warrants will not be issued until the Effective Date of the Reverse Split which is defined as the date the Reverse Split is approved by FlNRA. On February 2, 2016, the Company's application for approval of the Reverse Split was filed and the Company reasonably expects that it will be completed by or before the end of February 2016.
2.3 The undersigned further understands that: (i) the Company's Shares, Class A Warrants and Warrant Shares (sometimes referred to collectively, as the "Securities") that are the subject of this Unit Offering are being offered in a transaction pursuant to the exemption provided by Regulation S promulgated by the SEC under the Act ("Reg 5") to non "U.S. Persons" as defined in Rule 902 of Reg S; and (ii) the Unit Offering is only being made to and the Company will only accept subscriptions from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Act.
2.4 The undersigned understands and acknowledges that the Offering Price remitted to the Company in payment for the Units must be received by the Company by wire transfer to the Special Account, as follows: Bank: XX Xxxxxx Chase Xxxxx Bank, New York, NY SWIFT: XXXXXX00 ABA: 000000000 for credit to: KinerjaPay Corp. Account#: 786621503
2.5 Simultaneous with the execution and delivery of this Reg S Subscription Agreement, the undersigned shall deliver to the Company the aforementioned Unit Offering Purchase Price multiplied by the number of Units subscribed for (the "Offering Proceeds") by wire transfer of immediately available funds as set forth above.
2.6 The undersigned understands and agrees that the Company reserves the right, in its sole discretion, to accept or reject the subscription for the Units for any reason whatsoever, at any time prior to acceptance by the Company.
2.7 The undersigned understands and agrees that its subscription for the Units is irrevocable on the part of the undersigned Investor, subject to the right and obligation of the Company to cause the return of the Offering Proceeds in full, without interest or deduction, in the event that: (i) the Minimum Offering is not completed during the Offering Period; and/or (ii) the Company is not granted the License, as more fully-described in Section 5.2 below.
Appears in 1 contract
Samples: Subscription and Investor's Representation Agreement (KinerjaPay Corp.)