Common use of Survival of Covenants, Representations and Warranties Clause in Contracts

Survival of Covenants, Representations and Warranties. Subscriber understands the meaning and legal consequences of the agreements, covenants, representations and warranties contained herein, and agrees that such agreements, covenants, representations and warranties shall survive and remain in full force and effect after the execution hereof and payment by Subscriber for the Securities. [Remainder of page left blank intentionally - signature page follows] For good, valuable and adequate consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber hereby agrees that by signing this Subscription and Investment Representation Agreement, and upon acceptance hereof by the Company, that the terms, provisions, obligations and agreements of this Agreement shall be binding upon Subscriber, and such terms, provisions, obligations and agreements shall inure to the benefit of and be binding upon Subscriber and its successors and assigns. SUBSCRIBER: /s/ Xxxxx Xxxxxxxx Name: Xxx Xxxxxxxx Number of Securities Purchased: 1 Purchase Price Per Security: $1.00 Aggregate Purchase Price: $1.00 The Subscriber desires that the Securities be held as follows (check one): ☒ Individual Ownership ☐ Corporation* ☐ Community Property ☐ Trust* ☐ Jt. Tenant with Right of Survivorship ☐ Limited Liability Company* (both parties must sign) ☐ Partnership* ☐ Tenants in Common ☐ Other (please describe): * If Securities are being subscribed for by an entity, Exhibit C to this agreement must also be completed. The Company hereby accepts the subscription evidenced by this Subscription and Investment Representation Agreement: Pieris Pharmaceuticals, Inc. By: /s/ Xxx Xxxxx Xxx Xxxxx Chief Financial Officer Exhibit A Certificate of Designation of Series F Preferred Stock

Appears in 2 contracts

Samples: Subscription and Investment Representation Agreement (Pieris Pharmaceuticals, Inc.), Subscription and Investment Representation Agreement (Pieris Pharmaceuticals, Inc.)

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Survival of Covenants, Representations and Warranties. Subscriber understands the meaning and legal consequences of the agreements, covenants, representations and warranties contained herein, and agrees that such agreements, covenants, representations and warranties shall survive and remain in full force and effect after the execution hereof and payment by Subscriber for the Securities. [Remainder of page left blank intentionally - signature page follows] For good, valuable and adequate consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber hereby agrees that by signing this Subscription and Investment Representation Agreement, and upon acceptance hereof by the Company, that the terms, provisions, obligations and agreements of this Agreement shall be binding upon Subscriber, and such terms, provisions, obligations and agreements shall inure to the benefit of and be binding upon Subscriber and its successors and assigns. SUBSCRIBERINDIVIDUAL(S): ENTITY: /s/ Xxxxx Xxxxxxxx Xxxxxxx X. Xxxxxx Entity Name: Xxx Xxxxxxxx Name: Xxxxxxx X. Xxxxxx By: Name: Its: Number of Securities Shares Purchased: 1 Purchase Price Per SecurityShare: $1.00 10.00 Aggregate Purchase Price: $1.00 10.00 The Subscriber desires that the Securities be held as follows (check one): ☒ Individual Ownership ☐ Corporation* ☐ Community Property ☐ Trust* ☐ Jt. Tenant with Right of Survivorship ☐ Limited Liability Company* (both parties must sign) ☐ Partnership* ☐ Tenants in Common ☐ Other (please describe): * If Securities are being subscribed for by an entity, Exhibit C to this agreement must also be completed. The Company hereby accepts the subscription evidenced by this Subscription and Investment Representation Agreement: Pieris PharmaceuticalsPanbela Therapeutics, Inc. By: /s/ Xxx Xxxxx Xxx Xxxxx Xxxxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxxx President and Chief Financial Officer Exhibit A Certificate of Designation of Series F Preferred StockExecutive Officer

Appears in 2 contracts

Samples: Subscription and Investment Representation Agreement (Panbela Therapeutics, Inc.), Subscription and Investment Representation Agreement (Panbela Therapeutics, Inc.)

Survival of Covenants, Representations and Warranties. Subscriber understands the meaning and legal consequences of the agreements, covenants, representations and warranties contained herein, and agrees that such agreements, covenants, representations and warranties shall survive and remain in full force and effect after the execution hereof and payment by Subscriber for the Securities. [Remainder of page left blank intentionally - signature page follows] For good, valuable and adequate consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber hereby agrees that by signing this Subscription and Investment Representation Agreement, and upon acceptance hereof by the Company, that the terms, provisions, obligations and agreements of this Agreement shall be binding upon Subscriber, and such terms, provisions, obligations and agreements shall inure to the benefit of and be binding upon Subscriber and its successors and assigns. SUBSCRIBER: INDIVIDUAL(S): /s/ Jxxx Xxxxxxx Xxxxx Xxxxxxxx Name: Xxx Xxxxxxxx Jxxx Xxxxxxx Xxxxx XX Number of Securities Shares Purchased: 1 Purchase Price Per SecurityShare: $1.00 25,000.00 Aggregate Purchase Price: $1.00 25,000.00 The Subscriber desires that the Securities be held as follows (check one): x Individual Ownership ☐ Corporation* ☐ ¨ Corporation ¨ Community Property ¨ Trust* ¨ Jt. Tenant with Right of Survivorship ¨ Limited Liability Company* (both parties must sign) ¨ Partnership* ¨ Tenants in Common ¨ Other (please describe): * If Securities are being subscribed for by an entity, Exhibit C to this agreement must also be completed. The Company hereby accepts the subscription evidenced by this Subscription and Investment Representation Agreement: Pieris PharmaceuticalsDIGITAL BRANDS GROUP, Inc. INC. By: /s/ Xxx Xxxxx Xxx Xxxxx Lxxxx Xxxxxxx Name: Lxxxx Xxxxxxx Title: Chief Financial Marketing Officer Exhibit A Certificate of Designation of Series F Preferred StockDIGITAL BRANDS GROUP, INC. CERTIFICATE OF DESIGNATION OF SERIES A PREFERRED STOCK See attached. Exhibit B

Appears in 1 contract

Samples: Subscription and Investment Representation Agreement (Digital Brands Group, Inc.)

Survival of Covenants, Representations and Warranties. Subscriber understands the meaning and legal consequences of the agreements, covenants, representations and warranties contained herein, and agrees that such agreements, covenants, representations and warranties shall survive and remain in full force and effect after the execution hereof and payment by Subscriber for the Securities. [Remainder of page left blank intentionally - signature page follows] For good, valuable and adequate consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber hereby agrees that by signing this Subscription and Investment Representation Agreement, and upon acceptance hereof by the Company, that the terms, provisions, obligations and agreements of this Agreement shall be binding upon Subscriber, and such terms, provisions, obligations and agreements shall inure to the benefit of and be binding upon Subscriber and its successors and assigns. SUBSCRIBER: INDIVIDUAL(S): /s/ Xxxxx Xxxxxxxx Rxxx Xxxxxxx Name: Xxx Xxxxxxxx Rxxx Xxxxxxx ENTITY: Name: Title: Number of Securities Shares Purchased: 1 5 Purchase Price Per SecurityShare: $1.00 20.00 Aggregate Purchase Price: $1.00 100.00 The Subscriber desires that the Securities be held as follows (check one): ☒ Individual Ownership ☐ Corporation* Corporation ☐ Community Property ☐ Trust* ☐ Jt. Tenant with Right of Survivorship ☐ Limited Liability Company* (both parties must sign) ☐ Partnership* ☐ Tenants in Common ☐ Other (please describe): * If Securities are being subscribed for by an entity, Exhibit C to this agreement must also be completed. The Company hereby accepts the subscription evidenced by this Subscription and Investment Representation Agreement: Pieris Pharmaceuticals, Inc. AMERICAN BATTERY TECHNOLOGY COMPANY By: /s/ Xxx Xxxxx Xxx Xxxxx Jxxxx Xxxxxxx Name: Jxxxx Xxxxxxx Title: Chief Financial Officer Exhibit A Certificate of Designation of Series F Preferred StockDesignation

Appears in 1 contract

Samples: Subscription and Investment Representation Agreement (AMERICAN BATTERY TECHNOLOGY Co)

Survival of Covenants, Representations and Warranties. Subscriber understands the meaning and legal consequences of the agreements, covenants, representations and warranties contained herein, and agrees that such agreements, covenants, representations and warranties shall survive and remain in full force and effect after the execution hereof and payment by Subscriber for the Securities. [Remainder of page left blank intentionally - signature page follows] For good, valuable and adequate consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber hereby agrees that by signing this Subscription and Investment Representation Agreement, and upon acceptance hereof by the Company, that the terms, provisions, obligations and agreements of this Agreement shall be binding upon Subscriber, and such terms, provisions, obligations and agreements shall inure to the benefit of and be binding upon Subscriber and its successors and assigns. SUBSCRIBER: INDIVIDUAL(S): /s/ Xxxxx Xxxxxxxx Rxxx X. Xxxxxx Name: Xxx Xxxxxxxx Rxxx X. Xxxxxx Number of Securities Shares Purchased: 1 Purchase Price Per SecurityShare: $1.00 5,000 Aggregate Purchase Price: $1.00 5,000 The Subscriber desires that the Securities be held as follows (check one): ☒ Individual Ownership ☐ Corporation* Corporation ☐ Community Property ☐ Trust* ☐ Jt. Tenant with Right of Survivorship ☐ Limited Liability Company* (both parties must sign) ☐ Partnership* ☐ Tenants in Common ☐ Other (please describe): * If Securities are being subscribed for by an entity, Exhibit C to this agreement must also be completed. The Company hereby accepts the subscription evidenced by this Subscription and Investment Representation Agreement: Pieris PharmaceuticalsVERB TECHNOLOGY COMPANY, Inc. INC. By: /s/ Xxx Xxxxx Xxx Xxxxx Sxxxxx X. Xxxx Name: Sxxxxx X. Xxxx Title: Chief Financial Officer Exhibit A Certificate VERB TECHNOLOGY COMPANY, INC. CERTIFICATE OF DESIGNATION OF SERIES B PREFERRED STOCK Pursuant to Section 78.1955 of Designation the Nevada Revised Statutes THE UNDERSIGNED DOES HEREBY CERTIFY, on behalf of Series F Verb Technology Company, Inc., a Nevada corporation (the “Corporation”), that the following resolution was duly adopted by the board of directors of the Corporation (the “Board of Directors”), in accordance with the provisions of Section 78.1955 of the Nevada Revised Statutes (“NRS”) on February 16, 2023, which resolution provides for the creation of a series of the Corporation’s Preferred Stock, par value $0.0001 per share, which is designated as “Series B Preferred Stock,” with the rights, preferences, privileges and restrictions set forth therein.

Appears in 1 contract

Samples: Subscription and Investment Representation Agreement (Verb Technology Company, Inc.)

Survival of Covenants, Representations and Warranties. Subscriber understands the meaning and legal consequences of the agreements, covenants, representations and warranties contained herein, and agrees that such agreements, covenants, representations and warranties shall survive and remain in full force and effect after the execution hereof and payment by Subscriber for the Securities. [Remainder of page left blank intentionally - signature page follows] For good, valuable and adequate consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber hereby agrees that by signing this Subscription and Investment Representation Agreement, and upon acceptance hereof by the Company, that the terms, provisions, obligations and agreements of this Agreement shall be binding upon Subscriber, and such terms, provisions, obligations and agreements shall inure to the benefit of and be binding upon Subscriber and its successors and assigns. SUBSCRIBER: /s/ Xxxxx Xxxxxxxx INDIVIDUAL(S): Name: Xxx Dxxxx Xxxxxxxx Number of Securities Shares Purchased: 1 Purchase Price Per SecurityShare: $1.00 5,000.00 Aggregate Purchase Price: $1.00 The Subscriber desires that the Securities be held as follows (check one): ☒ Individual Ownership ☐ Corporation* Corporation ☐ Community Property ☐ Trust* ☐ Jt. Tenant with Right of Survivorship ☐ Limited Liability Company* (both parties must sign) ☐ Partnership* ☐ Tenants in Common ☐ Other (please describe): * If Securities are being subscribed for by an entity, Exhibit C to this agreement must also be completed. The Company hereby accepts the subscription evidenced by this Subscription and Investment Representation Agreement: Pieris PharmaceuticalsSOLUNA HOLDINGS, Inc. INC. By: /s/ Xxx Xxxxx Xxx Xxxxx Name: Jxxx Xxxxxxxxx Title: Chief Financial Officer Exhibit A Certificate of Designation of Series F Preferred StockExecutive Officer

Appears in 1 contract

Samples: Subscription and Investment Representation Agreement (Soluna Holdings, Inc)

Survival of Covenants, Representations and Warranties. Subscriber understands the meaning and legal consequences of the agreements, covenants, representations and warranties contained herein, and agrees that such agreements, covenants, representations and warranties shall survive and remain in full force and effect after the execution hereof and payment by Subscriber for the Securities. [Remainder of page left blank intentionally - signature page follows] For good, valuable and adequate consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber hereby agrees that by signing this Subscription and Investment Representation Agreement, and upon acceptance hereof by the Company, that the terms, provisions, obligations and agreements of this Agreement shall be binding upon Subscriber, and such terms, provisions, obligations and agreements shall inure to the benefit of and be binding upon Subscriber and its successors and assigns. SUBSCRIBERINDIVIDUAL(S): ENTITY: Xxxxxx Xxxxxx Entity Name: Name: /s/ Xxxxx Xxxxxxxx Xxxxxx Xxxxxx By: Name: Xxx Xxxxxxxx Its: Number of Securities Shares Purchased: 1 ____ Purchase Price Per SecurityShare: $1.00 ____ Aggregate Purchase Price: $1.00 ____ The Subscriber desires that the Securities be held as follows (check one): ☒ Individual Ownership ☐ Corporation* ☐ Community Property ☐ Trust* ☐ Jt. Tenant with Right of Survivorship ☐ Limited Liability Company* (both parties must sign) ☐ Partnership* ☐ Tenants in Common ☐ Partnership* ☐ Other (please describe): ______________ * If Securities are being subscribed for by an entity, Exhibit C to this agreement Agreement must also be completed. The Company hereby accepts the subscription evidenced by this Subscription and Investment Representation Agreement: Pieris Pharmaceuticals, Inc. AMESITE INC. By: /s/ Xxx Xxxxx Xxxxxx Name: Xxx Xxxxx Xxxxxx, Ph.D. Title: Chief Financial Officer Exhibit A Certificate of Designation of Series F Preferred StockExecutive Officer

Appears in 1 contract

Samples: Subscription and Investment Representation Agreement (Amesite Inc.)

Survival of Covenants, Representations and Warranties. Subscriber understands the meaning and legal consequences of the agreements, covenants, representations and warranties contained herein, and agrees that such agreements, covenants, representations and warranties shall survive and remain in full force and effect after the execution hereof and payment by Subscriber for the Securities. [Remainder of page left blank intentionally - signature page follows] For good, valuable and adequate consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber hereby agrees that by signing this Subscription and Investment Representation Agreement, and upon acceptance hereof by the Company, that the terms, provisions, obligations and agreements of this Agreement shall be binding upon Subscriber, and such terms, provisions, obligations and agreements shall inure to the benefit of and be binding upon Subscriber and its successors and assigns. SUBSCRIBER: /s/ Xxxxx Xxxxxxxx Xxxxxx X. Xxxx Name: Xxx Xxxxxxxx Xxxxxx X. Xxxx Number of Securities Purchased: 1 1,000,000 Purchase Price Per Security: $1.00 0.001 Aggregate Purchase Price: $1.00 The 1,000.00 Subscriber desires that the Securities be held as follows (check one): ☒ Individual Ownership ☐ Corporation* ☐ Community Property ☐ Trust* ☐ Jt. Tenant with Right of Survivorship ☐ Limited Liability Company* (both parties must sign) ☐ Partnership* ☐ Tenants in Common ☐ Other (please describe): * If Securities are being subscribed for by an entity, Exhibit C to this agreement must also be completed. The Company hereby accepts the subscription evidenced by this Subscription and Investment Representation Agreement: Pieris PharmaceuticalsCLEANSPARK, Inc. INC. By: /s/ Xxx Xxxxx Xxx Xxxxx Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Chief Financial Executive Officer Exhibit A Certificate of Designation of Series F X Preferred StockStock [attached]

Appears in 1 contract

Samples: Subscription and Investment Representation Agreement (Cleanspark, Inc.)

Survival of Covenants, Representations and Warranties. Subscriber understands the meaning and legal consequences of the agreements, covenants, representations and warranties contained herein, and agrees that such agreements, covenants, representations and warranties shall survive and remain in full force and effect after the execution hereof and payment by Subscriber for the Securities. [Remainder of page left blank intentionally - signature page follows] For good, valuable and adequate consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber hereby agrees that by signing this Subscription and Investment Representation Agreement, and upon acceptance hereof by the Company, that the terms, provisions, obligations and agreements of this Agreement shall be binding upon Subscriber, and such terms, provisions, obligations and agreements shall inure to the benefit of and be binding upon Subscriber and its successors and assigns. SUBSCRIBERINDIVIDUAL(S): ENTITY: /s/ Xxxxx Xxxxxxxx Name: Xxx Xxxxxxxx Entity Name: By: Name: Its: Number of Securities Purchased: 1 Purchase Price Per Security: $1.00 2,000,000 Aggregate Purchase Price: $1.00 1,000 The Subscriber desires that the Securities be held as follows (check one): Individual Ownership ☐ Corporation* ☐ Community Property ☐ Trust* ☐ Jt. Tenant with Right of Survivorship ☐ Limited Liability Company* (both parties must sign) ☐ Partnership* ☐ Tenants in Common ☐ Partnership* ☐ Other (please describe): ):_____________________ * If Securities are being subscribed for by an entity, Exhibit C to this agreement Agreement must also be completed. The Company hereby accepts the subscription evidenced by this Subscription and Investment Representation Agreement: Pieris PharmaceuticalsDATCHAT, Inc. INC. By: /s/ Xxx Name: Xxxxx Xxx Xxxxx Title: Chief Financial Executive Officer Exhibit A Certificate DATCHAT, INC. ACCREDITED INVESTOR CERTIFICATION For Individual Investors Only — Any natural person whose individual net worth, or joint net worth with that person’s spouse or spousal equivalent, at the time of Designation the purchase, exceeds $1,000,000. For purposes of Series F Preferred Stockcalculating net worth, (i) the person's primary residence shall not be included as an asset, (ii) indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of the Securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of the Securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability), and (iii) indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of Securities shall be included as a liability. For purposes of calculating joint net worth, joint net worth can be the aggregate net worth of the investor and spouse or spousal equivalent; assets need not be held jointly to be included in the calculation. Reliance on the joint net worth standard does not require that the Securities be purchased jointly. The term spousal equivalent shall mean a cohabitant occupying a relationship generally equivalent to that of a spouse. — Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse or spousal equivalent in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year. The term spousal equivalent shall mean a cohabitant occupying a relationship generally equivalent to that of a spouse. — Any director or executive officer of the Company. — An investment adviser relying on the exemption from registering with the Securities and Exchange Commission under Section 203(l) or (m) of the Investment Advisers Act of 1940. — An investment adviser registered pursuant to Section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state. — Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Securities and Exchange Commission has designated as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution, the Securities and Exchange Commission will consider, among others, the following attributes:

Appears in 1 contract

Samples: Representation Agreement (DatChat, Inc.)

Survival of Covenants, Representations and Warranties. Subscriber understands the meaning and legal consequences of the agreements, covenants, representations and warranties contained herein, and agrees that such agreements, covenants, representations and warranties shall survive and remain in full force and effect after the execution hereof and payment by Subscriber for the Securities. [Remainder of page left blank intentionally - signature page follows] For good, valuable and adequate consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber hereby agrees that by signing this Subscription and Investment Representation Agreement, and upon acceptance hereof by the Company, that the terms, provisions, obligations and agreements of this Agreement shall be binding upon Subscriber, and such terms, provisions, obligations and agreements shall inure to the benefit of and be binding upon Subscriber and its successors and assigns. SUBSCRIBER: /s/ Xxxxx Xxxxxxxx INDIVIDUAL(S): /s/Xxxxxx Xxxxxxxxx Name: Xxx Xxxxxxxx Xxxxxx Xxxxxxxxx Number of Securities Shares Purchased: 1 Purchase Price Per SecurityShare: $1.00 1,750.00 Aggregate Purchase Price: $1.00 1,750.00 The Subscriber desires that the Securities be held as follows (check one): x Individual Ownership ☐ Corporation* ☐ ¨ Corporation ¨ Community Property ☐ Trust* ☐ ¨ Trust ¨ Jt. Tenant with Right of Survivorship ¨ Limited Liability Company* Company (both parties must sign) ☐ Partnership* ☐ ¨ Partnership ¨ Tenants in Common ¨ Other (please describe): * If Securities are being subscribed for by an entity, Exhibit C to this agreement must also be completed. The Company hereby accepts the subscription evidenced by this Subscription and Investment Representation Agreement: Pieris Pharmaceuticals, Inc. PHIO PHARMACEUTICALS CORP. By: /s/ Xxx Xxxxx Xxx Xxxxx Chief Financial Officer Exhibit A Certificate of Designation of Series F Preferred Stock/s/Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: VP, Finance & Administration

Appears in 1 contract

Samples: Subscription and Investment Representation Agreement (Phio Pharmaceuticals Corp.)

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Survival of Covenants, Representations and Warranties. Subscriber understands the meaning and legal consequences of the agreements, covenants, representations and warranties contained herein, and agrees that such agreements, covenants, representations and warranties shall survive and remain in full force and effect after the execution hereof and payment by Subscriber for the Securities. [Remainder of page left blank intentionally - signature page follows] For good, valuable and adequate consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber hereby agrees that by signing this Subscription and Investment Representation Agreement, and upon acceptance hereof by the Company, that the terms, provisions, obligations and agreements of this Agreement shall be binding upon Subscriber, and such terms, provisions, obligations and agreements shall inure to the benefit of and be binding upon Subscriber and its successors and assigns. SUBSCRIBERINDIVIDUAL(S): ENTITY: /s/ Xxxxx Xxxxxxxx Entity Name: Xxx Xxxxxxxx Name: By: Name: Its: Number of Securities Purchased: 1 Purchase Price Per Security: $1.00 2,000,000 Aggregate Purchase Price: $1.00 1,000 The Subscriber desires that the Securities be held as follows (check one): [ ] Individual Ownership [ ] Corporation* [ ] Community Property [ ] Trust* [ ] Jt. Tenant with Right of Survivorship [ ] Limited Liability Company* (both parties must sign) ☐ Partnership* ☐ [ ] Tenants in Common [ ] Partnership* [ ] Other (please describe): : * If Securities are being subscribed for by an entity, Exhibit C to this agreement Agreement must also be completed. The Company hereby accepts the subscription evidenced by this Subscription and Investment Representation Agreement: Pieris PharmaceuticalsHOTH THERAPEUTICS, Inc. INC. By: /s/ Xxx Xxxxx Xxx Xxxxx Name: Xxxx Xxxx Title: Chief Financial Officer Exhibit A Certificate of Designation of Series F Preferred StockExecutive Officer

Appears in 1 contract

Samples: Subscription and Investment Representation Agreement (Hoth Therapeutics, Inc.)

Survival of Covenants, Representations and Warranties. Subscriber understands the meaning and legal consequences of the agreements, covenants, representations and warranties contained herein, and agrees that such agreements, covenants, representations and warranties shall survive and remain in full force and effect after the execution hereof and payment by Subscriber for the Securities. [Remainder of page left blank intentionally - signature page follows] For good, valuable and adequate consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber hereby agrees that by signing this Subscription and Investment Representation Agreement, and upon acceptance hereof by the Company, that the terms, provisions, obligations and agreements of this Agreement shall be binding upon Subscriber, and such terms, provisions, obligations and agreements shall inure to the benefit of and be binding upon Subscriber and its successors and assigns. SUBSCRIBERINDIVIDUAL(S): ENTITY: /s/ Xxxxx Xxxxxxxx Xxxxxxx X. Xxxxxx Entity Name: Xxx Xxxxxxxx Name: Xxxxxxx X. Xxxxxx By: Name: Its: Number of Securities Shares Purchased: 1 Purchase Price Per SecurityShare: $1.00 10 Aggregate Purchase Price: $1.00 10 The Subscriber desires that the Securities be held as follows (check one): ☒ Individual Ownership ☐ Corporation* ☐ Community Property ☐ Trust* ☐ Jt. Tenant with Right of Survivorship ☐ Limited Liability Company* (both parties must sign) ☐ Partnership* ☐ Tenants in Common ☐ Other (please describe): * If Securities are being subscribed for by an entity, Exhibit C to this agreement must also be completed. The Company hereby accepts the subscription evidenced by this Subscription and Investment Representation Agreement: Pieris PharmaceuticalsPanbela Therapeutics, Inc. By: /s/ Xxx Xxxxx Xxx Xxxxx Xxxxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxxx President and Chief Financial Officer Exhibit A Certificate of Designation of Series F Preferred StockExecutive Officer

Appears in 1 contract

Samples: Subscription and Investment Representation Agreement (Panbela Therapeutics, Inc.)

Survival of Covenants, Representations and Warranties. Subscriber understands the meaning and legal consequences of the agreements, covenants, representations and warranties contained herein, and agrees that such agreements, covenants, representations and warranties shall survive and remain in full force and effect after the execution hereof and payment by Subscriber for the Securities. [Remainder of page left blank intentionally - signature page follows] For good, valuable and adequate consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber hereby agrees that by signing this Subscription and Investment Representation Agreement, and upon acceptance hereof by the Company, that the terms, provisions, obligations and agreements of this Agreement shall be binding upon Subscriber, and such terms, provisions, obligations and agreements shall inure to the benefit of and be binding upon Subscriber and its successors and assigns. SUBSCRIBER: INDIVIDUAL(S): /s/ Jxxx Xxxxxxx Xxxxx Xxxxxxxx XX Name: Xxx Xxxxxxxx Jxxx Xxxxxxx Xxxxx XX Number of Securities Shares Purchased: 1 Purchase Price Per SecurityShare: $1.00 25,000 Aggregate Purchase Price: $1.00 25,000 The Subscriber desires that the Securities be held as follows (check one): x Individual Ownership ☐ Corporation* ☐ ¨ Corporation ¨ Community Property ¨ Trust* ¨ Jt. Tenant with Right of Survivorship ¨ Limited Liability Company* (both parties must sign) ¨ Partnership* ¨ Tenants in Common ¨ Other (please describe): * If Securities are being subscribed for by an entity, Exhibit C to this agreement must also be completed. The Company hereby accepts the subscription evidenced by this Subscription and Investment Representation Agreement: Pieris PharmaceuticalsDIGITAL BRANDS GROUP, Inc. INC. By: /s/ Xxx Xxxxx Xxx Xxxxx Lxxxx Xxxxxxx Name: Lxxxx Xxxxxxx Title: Chief Financial Marketing Officer Exhibit A Certificate of Designation of Series F Preferred StockDIGITAL BRANDS GROUP, INC. CERTIFICATE OF DESIGNATION OF SERIES B PREFERRED STOCK See attached. Exhibit B

Appears in 1 contract

Samples: Subscription and Investment Representation Agreement (Digital Brands Group, Inc.)

Survival of Covenants, Representations and Warranties. Subscriber understands the meaning and legal consequences of the agreements, covenants, representations and warranties contained herein, and agrees that such agreements, covenants, representations and warranties shall survive and remain in full force and effect after the execution hereof and payment by Subscriber for the Securities. [Remainder of page left blank intentionally - signature page follows] For good, valuable and adequate consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber hereby agrees that by signing this Subscription and Investment Representation Agreement, and upon acceptance hereof by the Company, that the terms, provisions, obligations and agreements of this Agreement shall be binding upon Subscriber, and such terms, provisions, obligations and agreements shall inure to the benefit of and be binding upon Subscriber and its successors and assigns. SUBSCRIBERINDIVIDUAL(S): ENTITY: /s/ Xxxxx Xxxxxxxx Xxxx Xxxxxxx Entity Name: Xxx Xxxxxxxx Name: Xxxx Xxxxxxx By: Name: Its: Number of Securities Shares Purchased: 1 Purchase Price Per SecurityShare: $1.00 1,000.00 Aggregate Purchase Price: $1.00 1,000.00 The Subscriber desires that the Securities be held as follows (check one): ☒ Individual Ownership ☐ Corporation* Corporation ☐ Community Property ☐ Trust* ☐ Jt. Tenant with Right of Survivorship ☐ Limited Liability Company* (both parties must sign) ☐ PartnershipLimited Liability Company* ☐ Tenants in Common ☐ Partnership* ☐ Other (please describe): * If Securities are being subscribed for by an entity, Exhibit C to this agreement must also be completed. _________ The Company hereby accepts the subscription evidenced by this Subscription and Investment Representation Agreement: Pieris PharmaceuticalsADITXT, Inc. INC. By: /s/ Xxx Xxxxx Xxx Xxxxx Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Chief Financial Officer Exhibit A Certificate of Designation of Series F Preferred StockSee attached. Exhibit B Accredited Investor Status See attached.

Appears in 1 contract

Samples: Subscription and Investment Representation Agreement (Aditxt, Inc.)

Survival of Covenants, Representations and Warranties. Subscriber understands the meaning and legal consequences of the agreements, covenants, representations and warranties contained herein, and agrees that such agreements, covenants, representations and warranties shall survive and remain in full force and effect after the execution hereof and payment by Subscriber for the Securities. [Remainder of page left blank intentionally - signature page follows] For good, valuable and adequate consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber hereby agrees that by signing this Subscription and Investment Representation Agreement, and upon acceptance hereof by the Company, that the terms, provisions, obligations and agreements of this Agreement shall be binding upon Subscriber, and such terms, provisions, obligations and agreements shall inure to the benefit of and be binding upon Subscriber and its successors and assigns. SUBSCRIBERINDIVIDUAL(S): ENTITY: Entity Name: LAKE STREET SOLAR, LLC Name: By: NORTHERN PACIFIC GROWTH INVESTMENT PARTNERS, L.P. Its: Managing Member By: NORTHERN PACIFIC GROUP GP I, LLC Its: General Partner By: /s/ Xxxxx Xxxxxxxx Sxxxx Xxxxxx Name: Xxx Xxxxxxxx Sxxxx Xxxxxx Its: Managing Partner Number of Securities Shares Purchased: 1 Purchase Price Per SecurityShare: $1.00 15.00 Aggregate Purchase Price: $1.00 15.00 The Subscriber desires that the Securities be held as follows (check one): Individual Ownership ☐ Corporation* ☐ Community Property ☐ Trust* ☐ Jt. Tenant with Right of Survivorship X Limited Liability Company* (both parties must sign) ☐ Partnership* ☐ Tenants in Common ☐ Other (please describe): * If Securities are being subscribed for by an entity, Exhibit C to this agreement must also be completed. The Company hereby accepts the subscription evidenced by this Subscription and Investment Representation Agreement: Pieris Pharmaceuticals, Pineapple Energy Inc. By: /s/ Xxx Xxxxx Xxx Xxxxx Kxxx X. Xxxxxx Kxxx X. Xxxxxx Chief Financial Executive Officer Exhibit EXHIBIT A Certificate CERTIFICATE OF DESIGNATION [See attached] PINEAPPLE ENERGY INC. CERTIFICATE OF DESIGNATION OF SERIES B PREFERRED STOCK Pursuant to Sections 302A.133 and 302A.401 of Designation the Minnesota Business Corporation Act THE UNDERSIGNED DOES HEREBY CERTIFY, on behalf of Series F Pineapple Energy Inc., a Minnesota corporation (the “Corporation”), that the following resolution was duly adopted by the board of directors of the Corporation (the “Board of Directors”), in accordance with the provisions of Sections 302A.133 and 302A.401 of the Minnesota Business Corporation Act (the “MBCA”), via written consent on May 13, 2024, which resolution provides for the creation of a series of the Corporation’s Preferred Stock, par value $1.00 per share, which is designated as “Series B Preferred Stock,” with the rights, preferences, privileges and restrictions set forth therein.

Appears in 1 contract

Samples: Subscription and Investment Representation Agreement (Pineapple Energy Inc.)

Survival of Covenants, Representations and Warranties. Subscriber understands the meaning and legal consequences of the agreements, covenants, representations and warranties contained herein, and agrees that such agreements, covenants, representations and warranties shall survive and remain in full force and effect after the execution hereof and payment by Subscriber for the Securities. [Remainder of page left blank intentionally - signature page follows] For good, valuable and adequate consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber hereby agrees that by signing this Subscription and Investment Representation Agreement, and upon acceptance hereof by the Company, that the terms, provisions, obligations and agreements of this Agreement shall be binding upon Subscriber, and such terms, provisions, obligations and agreements shall inure to the benefit of and be binding upon Subscriber and its successors and assigns. SUBSCRIBERINDIVIDUAL(S): ENTITY: /s/ Xxxxx Xxxxxxxx Amro Xxxxxxx Entity Name: Xxx Xxxxxxxx Name: Amro Xxxxxxx By: Name: Its: Number of Securities Shares Purchased: 1 Purchase Price Per SecurityShare: $1.00 20,000.00 Aggregate Purchase Price: $1.00 20,000.00 The Subscriber desires that the Securities be held as follows (check one): ☒ Individual Ownership ☐ Corporation* Corporation ☐ Community Property ☐ Trust* ☐ Jt. Tenant with Right of Survivorship ☐ Limited Liability Company* (both parties must sign) ☐ Partnership* ☐ Tenants in Common ☐ Other (please describe): * If Securities are being subscribed for by an entity, Exhibit C to this agreement must also be completed. The Company hereby accepts the subscription evidenced by this Subscription and Investment Representation Agreement: Pieris PharmaceuticalsADITXT, Inc. INC. By: /s/ Xxx Xxxxx Xxx Xxxxx Chief Financial Officer Exhibit A Certificate of Designation of Series F Preferred StockXxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: President

Appears in 1 contract

Samples: Subscription and Investment Representation Agreement (Aditxt, Inc.)

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