AZOTTO TECHNOLOGY, LLC
SUBSCRIPTION AGREEMENT
NOTICE TO INVESTORS
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE
ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF
TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS
MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO
BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE
SECURITIES.
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT?"), OR ANY STATE SECURITIES OR BLUE
SKY LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND STATE SECURITIES OR BLUE
SKY LAWS. ALTHOUGH AN OFFERING STATEMENT HAS BEEN FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION (THE "SEC"), THAT OFFERING STATEMENT DOES NOT INCLUDE
THE SAME INFORMATION THAT WOULD BE INCLUDED IN A REGISTRATION STATEMENT UNDER
THE ACT. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY
STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE
FOREGOING AUTHORITIES PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACY
OR ACCURACY OF THE SUBSCRIPTION AGREEMENT OR ANY OTHER MATERIALS OR INFORMATION
MADE AVAILABLE TO PROSPECTIVE INVESTOR IN CONNECTION WITH THIS OFFERING. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
THE SECURITIES CANNOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE
WITH THE SECURITIES ACT. IN ADDITION, THE SECURITIES CANNOT BE SOLD OR
OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH APPLICABLE STATE SECURITIES
OR "BLUE SKY" LAWS. INVESTORS WHO ARE NOT "ACCREDITED INVESTORS" (AS THAT TERM
IS DEFINED IN SECTION 501 OF REGULATION D PROMULGATED UNDER THE SECURITIES ACT)
ARE SUBJECT TO LIMITATIONS ON THE AMOUNT THEY MAY INVEST, AS SET OUT IN SECTION
4(g). THE COMPANY IS RELYING ON THE REPRESENTATIONS AND WARRANTIES SET FORTH
BY EACH INVESTOR IN THIS SUBSCRIPTION AGREEMENT AND THE OTHER INFORMATION
PROVIDED BY INVESTOR IN CONNECTION WITH THIS OFFERING TO DETERMINE THE
APPLICABILITY TO THIS OFFERING OF EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.
PROSPECTIVE INVESTORS MAY NOT TREAT THE CONTENTS OF THE SUBSCRIPTION AGREEMENT,
THE OFFERING CIRCULAR OR ANY OF THE OTHER MATERIALS PROVIDED BY THE COMPANY
(COLLECTIVELY, THE "OFFERING MATERIALS"), OR ANY PRIOR OR SUBSEQUENT
COMMUNICATIONS FROM THE COMPANY OR ANY OF ITS OFFICERS, EMPLOYEES OR AGENTS
(INCLUDING "TESTING THE WATERS" MATERIALS) AS INVESTMENT, LEGAL OR TAX ADVICE.
IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION
OF THE COMPANY AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS AND THE
RISKS INVOLVED. EACH PROSPECTIVE INVESTOR SHOULD CONSULT THE INVESTOR'S OWN
COUNSEL, ACCOUNTANTS AND OTHER PROFESSIONAL ADVISORS AS TO INVESTMENT, LEGAL,
TAX AND OTHER RELATED MATTERS CONCERNING THE INVESTOR'S PROPOSED INVESTMENT.
THE OFFERING MATERIALS MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION
RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY,
AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF,
ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY'S
MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS "ESTIMATE,"
"PROJECT," "BELIEVE," "ANTICIPATE," "INTEND," "EXPECT" AND SIMILAR EXPRESSIONS
ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD
LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT'S CURRENT VIEWS WITH
RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD
CAUSE THE COMPANY'S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN
THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE
RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE
ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE
OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES
AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.
SUBSCRIPTION AGREEMENT
This subscription agreement (this "Subscription Agreement" or the "Agreement?")
is entered into by and between Azotto Technology, LLC, a Texas limited
liability company (hereinafter the "Company") and the undersigned (hereinafter
the "Investor") as of the date set forth on the signature page hereto. Any term
used but not defined herein shall have the meaning set forth in the Offering
Circular (as defined below).
RECITALS
WHEREAS, the Company desires to offer 1,000,000,000 utility tokens on a "best
efforts" basis pursuant to Regulation A of Section 3(6) of the Securities Act
of 1933, as amended (the "Securities Act"), pursuant to a Tier 2 offerings
(the "Offering"), of a minimum of 250,000 tokens, at a purchase price of $0.05
per token (the "Per Unit Purchase Price"), for total gross proceeds of up to
$12,500.00 (the "Minimum Offering"), and for up to 1,000,000,000 tokens, at the
Per Unit Purchase Price, for total gross proceeds of up to $50,000,000 (the
"Maximum Offering"); and
WHEREAS, the Investor desires to acquire that number of Tokens (the
"Tokens") as set forth on the signature page hereto at the purchase price set
forth herein; and
WHEREAS, the Offering will terminate on the first to occur of: (i) the
date on which the Maximum Offering is completed or (ii) February __, 2024,
subject to the Company's right, in its sole discretion, to extend such date to
as late as August __, 2024 (in each case, the "Termination Date").
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants hereinafter set forth, the parties hereto do hereby agree as follows:
Subscription.
(a) The Investor hereby irrevocably subscribes for and agrees to
purchase the number of Tokens set forth on the signature page hereto at the Per
Unit Purchase Price, upon the terms and conditions set forth herein. The
aggregate purchase price for the Tokens with respect to each Investor (the
"Purchase Price") is payable in the manner provided in Section 2(a) below. The
minimum number of Tokens that the Investor may purchase is 250,000 tokens for a
subscription price of $12,500.00.
(b) Investor understands that the Tokens are being offered
pursuant to the Form 1-A Regulation A Offering Circular dated October __, 2023
and its exhibits as filed with and qualified by the
Securities and Exchange Commission (the "SEC") on October ___, 2023 (the
"Offering Circular"). The Investor is also urged to review any Form 1-U Current
Reports pursuant to Regulation A filed by the Company with the SEC (all such
reports, together with the Offering Circular are hereinafter collectively
referred to as the "SEC Reports"). By subscribing to the Offering, the Investor
acknowledges that Investor has received and reviewed a copy of the SEC Reports
and any other information required by Investor to make an investment decision
with respect to the Tokens. The Company will accept tenders of funds to
purchase the Tokens. The Company will close on investments on a "rolling basis,
"pursuant to the terms of the Offering Circular. As a result, not all investors
will receive their Tokens on the same date.
(c) This subscription may be accepted or rejected in whole or in part,
for any reason or for no reason, at any time prior to the Termination Date, by
the Company at its sole and absolute discretion. In addition, the Company, at
its sole and absolute discretion, may allocate to Investor only a portion of
the number of the Tokens that Investor has subscribed for hereunder. The
Company will notify Investor whether this subscription is accepted (whether in
whole or in part) or rejected. If Investor's subscription is rejected,
Investor's payment (or portion thereof if partially rejected) will be returned
to Investor without interest and all of Investor's obligations hereunder shall
terminate. In the event of rejection of this subscription in its entirety, or
in the event the sale of the Tokens (or any portion thereof) to an Investor is
not consummated for any reason, this Subscription Agreement shall have no force
or effect, except for Section 5 hereof, which shall remain in full force and
effect.
(d) The terms of this Subscription Agreement shall be binding upon
Investor and its permitted transferees, heirs, successors and assigns
(collectively, the "Transferees"); provided, however, that for any such
transfer to be deemed effective, the Transferee shall have executed and
delivered to the Company in advance an instrument in form acceptable to the
Company in its sole discretion, pursuant to which the proposed Transferee
shall acknowledge and agree to be bound by the representations and warranties
of Investor and the terms of this Subscription Agreement. No transfer of this
Agreement may be made without the consent of the Company,
which may be withheld in its sole and absolute discretion.
2. Payment and Purchase Procedure. The Purchase Price shall be paid
simultaneously with Investor's subscription. Investor shall deliver payment
for the aggregate purchase price of the Tokens by check, credit card, ACH
deposit or by wire transfer to an account designated by the Company in Section
8 below. The Investor acknowledges that, in order to subscribe for Tokens, he
must fully comply with the purchase procedure requirements set forth in Section
8 below.
3. Representations and Warranties of the Company. The Company represents
and warrants to Investor that the following representations and warranties are
true and complete in all material respects as of the date of each Closing:
(a) the Company is a limited liability company duly formed, validly existing
and in good standing under the laws of the State of Texas. The Company has all
requisite power and authority to own and operate its properties and assets, to
execute and deliver this Subscription Agreement, the Tokens and any other
agreements or instruments required hereunder. The Company is duly qualified
and is authorized to do business and is in good standing as a foreign
corporation in all jurisdictions in which the nature of its activities and of
its properties (both owned and leased) makes such qualification necessary,
except for those jurisdictions in which failure to do so would not have a
material adverse effect on the Company or its business; (b) The issuance, sale
and delivery of the Tokens in accordance with this Subscription Agreement have
been duly authorized by all necessary corporate action on the part of the
Company. The Tokens, when issued, sold and delivered against payment therefor
in accordance with the provisions of this Subscription Agreement, will be duly
and validly issued, fully paid and non-assessable; (c) the acceptance by the
Company of this Subscription Agreement and the consummation of the transactions
contemplated hereby are within the Company's powers and have been duly
authorized by all necessary corporate action on the part of the Company. Upon
the Company's acceptance of this Subscription Agreement, this Subscription
Agreement shall constitute a valid and binding agreement of the Company,
enforceable against the Company in accordance with its terms, except (i) as
limited by applicable bankruptcy, insolvency, reorganization, moratorium,
and other laws of general application affecting enforcement of creditors'
rights generally, (ii) as limited by laws relating to the availability of
specific performance, injunctive relief, or other equitable remedies and
(iii) with respect to provisions relating to indemnification and contribution,
as limited by the Company's Articles of Organization, Operating Agreement and
the Texas Limited Liability Company Act in general.
4. Representations and Warranties of Investor. By subscribing to the
Offering, Investor (and, if Investor is purchasing the Tokens subscribed for
hereby in a fiduciary capacity, the person or persons for whom Investor is so
purchasing) represents and warrants, which representations and warranties are
true and complete in all material respects, as of the date of each Closing:
(a) Requisite Power and Authority. Investor has all necessary power and
authority under all applicable provisions of law to subscribe to the Offering,
to execute and deliver this Subscription Agreement and to carry out the
provisions thereof. All actions on Investor's part required for the lawful
subscription to the offering have been or will be effectively taken prior to
the Closing. Upon subscribing to the Offering, this Subscription Agreement will
be a valid and binding obligation of Investor, enforceable in accordance with
its terms, except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other laws of general application affecting
enforcement of creditors' rights and (ii) as limited by general principles of
equity that restrict the availability of equitable remedies.
(b) Company Offering Circular and SEC Reports. Investor
acknowledges the public availability of the Company's Offering Circular which
can be viewed on the SEC Xxxxx Database, under the CIK number _______________.
This Offering Circular is made available in the Company's qualified offering
statement on SEC Form 1-A, as amended, and was qualified by the SEC on
_________ __, 2023. In the Company's Offering Circular it makes clear the terms
and conditions of the offering of Shares and the risks associated therewith
are described. Investor has had an opportunity to discuss the Company's
business, management and financial affairs with directors, officers and
management of the Company and has had the opportunity to review the Company's
operations and facilities. Investor has also had the opportunity to ask
questions of and receive answers from the Company and its management regarding
the terms and conditions of this investment. Investor acknowledges that except
as set forth herein, no representations or warranties have been made to
Investor, or to Investor's advisors or representative, by the Company or others
with respect to the business or prospects of the Company or its financial
condition.
(c) Investment Experience; Investor Determination of Suitability.
Investor has sufficient experience in financial and business matters to be
capable of utilizing such information to evaluate the merits and risks of
Investor's investment in the Tokens, and to make an informed decision relating
thereto. Alternatively, the Investor has utilized the services of a purchaser
representative and together they have sufficient experience in financial and
business matters that they are capable of utilizing such information to
evaluate the merits and risks of Investor's investment in the Tokens, and to
make an informed decision relating thereto. Investor has evaluated the risks
of an investment in the Tokens, including those described in the section of the
Offering Circular entitled "Risk Factors," and has determined that the
investment is suitable for Investor. Investor has adequate financial resources
for an investment of this character. Investor could bear a complete loss of
Investor's investment in the Company.
(d) No Registration. Investor understands that the Tokens are not
being registered under the Securities Act on the ground that the issuance is
exempt under Regulation A of Section 3(b) of the Securities Act, and that
reliance on such exemption is predicated in part on the truth and accuracy of
Investor's representations and warranties, and those of the other purchasers of
the Tokens, in the offering. Investor further understands that, at present, the
Company is offering the Tokens solely by members of its management. However,
the Company reserves the right to engage the services of a broker/dealer who is
registered with the Financial Industry Regulatory Authority ("FINRA").
Accordingly, until such FINRA registered broker/dealer has been engaged as a
placement or selling agent, the Tokens may not be "covered securities" under
the National Securities Market Improvement Act of 1996, and the Company may be
required to register or qualify the Tokens under the securities laws of those
states in which the Company intends to offer the Tokens. In the event that
Tokens are so registered or qualified, the Company will notify the Investor
and all prospective purchasers of the Tokens as to those states in which the
Company is permitted to offer and sell the Tokens. In the event that the
Company engages a FINRA registered broker/dealer as placement or selling
agent, and FINRA approves the compensation of such broker/dealer, then the
Tokens will no longer be required to be registered under state securities laws
on the basis that the issuance thereof is exempt as an offer and sale not
involving a registrable public offering in such state, as the Tokens will be
"covered securities" under the National Securities Market Improvement Act of
1996. The Investor covenants not to sell, transfer or otherwise dispose of any
Tokens unless such Tokens have been registered under the applicable state
securities laws in which the Tokens are sold, or unless exemptions from such
registration requirements are otherwise available.
(e) Illiquidity and Continued Economic Risk. Investor acknowledges and
agrees that there is no ready public market for the Tokens and that there is no
guarantee that a market for their resale will ever exist. The Company has no
obligation to list any of the Tokens on any market or take any steps (including
registration under the Securities Act or the Securities Exchange Act of 1934,
as amended) with respect to facilitating trading or resale of the Tokens.
Investor must bear the economic risk of this investment indefinitely and
Investor acknowledges that Investor is able to bear the economic risk of
losing Investor's entire investment in the Tokens.
(f) Accredited Investor Status or Investment Limits. Investor
represents that either:
(i)
that Investor is an "accredited investor" within the meaning of Rule 501 of
Regulation D under the Shares Act; or
(ii)
that the Purchase Price, together with any other amounts previously used to
purchase Tokens in this offering, does not exceed Ten Percent (10%) of the
greater of Investor's annual income or net worth (or in the case where Investor
is a non-natural person, their revenue or net assets for such Investor's most
recently completed fiscal year end).
Investor represents that to the extent it has any questions with respect
to its status as an accredited investor, or the application of the investment
limits, it has sought professional advice.
(g) Stockholder Information. Within five (5) days after receipt of a
request from the Company, Investor hereby agrees to provide such information
with respect to its status as a stockholder (or potential stockholder) and to
execute and deliver such documents as may reasonably be necessary to comply
with any and all laws and regulations to which the Company is or may become
subject, including, without limitation, the need to determine the accredited
investor status of the Company's stockholders. Investor further agrees that
in the event it transfers any Tokens, it will require the transferee of such
Tokens to agree to provide such information to the Company as a condition of
such transfer.
(h) Valuation; Arbitrary Determination of Per Unit Purchase Price by
the Company. Investor acknowledges that the Per Unit Purchase Price of the
Tokens to be sold in this offering was set by the Company on the basis of the
Company's internal valuation and no warranties are made as to value. Investor
further acknowledges that future offerings of securities of the Company may be
made at lower valuations, with the result that Investor's investment will bear
a lower valuation.
(i) Domicile. Investor maintains Investor's domicile (and is not a
transient or temporary resident) at the address provided with Investors
subscription.
(j) Foreign Investors. If Investor is not a United States person (as
defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as
amended), Investor hereby represents that it has satisfied itself as to the
full observance of the laws of its jurisdiction in connection with any
invitation to subscribe for the Tokens or any use of this Subscription
Agreement, including (i) the legal requirements within its jurisdiction for the
purchase of the Tokens, (ii) any foreign exchange restrictions applicable to
such purchase, (iii) any governmental or other consents that may need to be
obtained, and (iv) the income tax and other tax consequences, if any, that may
be relevant to the purchase, holding, redemption, sale, or transfer of the
Tokens. Investor's subscription and payment for and continued beneficial
ownership of the Tokens will not violate any applicable securities or other
laws of Investor's jurisdiction.
(k) Fiduciary Capacity. If Investor is purchasing the Tokens in a
fiduciary capacity for another person or entity, including without limitation
a corporation, partnership, trust or any other entity, the Investor has been
duly authorized and empowered to execute this Agreement and all other
subscription documents. Upon request of the Company, Investor will provide
true, complete and current copies of all relevant documents creating the
Investor, authorizing its investment in the Company and/or evidencing the
satisfaction of the foregoing.
5. Indemnity. The representations, warranties and covenants made by
Investor herein shall survive the closing of this Subscription Agreement.
Investor agrees to indemnify and hold harmless the Company and its respective
officers, directors and affiliates, and each other person, if any, who
controls the Company within the meaning of Section 15 of the Securities Act
against any and all loss, liability, claim, damage and expense whatsoever
(including, but not limited to, any and all reasonable attorneys' fees,
including attorneys' fees on appeal) and expenses reasonably incurred in
investigating, preparing or defending against any false representation or
warranty or breach of failure by Investor to comply with any covenant or
agreement made by Investor herein or in any other document furnished by
Investor to any of the foregoing in connection with this transaction.
6. Governing Law; Jurisdiction; Waiver of Jury Trial. All questions
concerning the construction, validity, enforcement and interpretation of the
Offering Circular, including, without limitation, this Subscription Agreement,
shall be governed by and construed and enforced in accordance with the internal
laws of the State of Texas, without regard to the principles of conflicts of
law thereof. Each party agrees that all legal proceedings concerning the
interpretations, enforcement and defense of the transactions contemplated by
this Subscription Agreement and any documents included within the Offering
Circular (whether brought against a party hereto or its respective affiliates,
directors, officers, shareholders, partners, members, employees or agents)
shall be commenced exclusively in the state and federal courts sitting in the
City of Plano. Each party hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting in the City of Plano
for the adjudication of any dispute hereunder or in connection herewith or with
any transaction contemplated hereby or discussed herein (including with respect
to
the enforcement of any of the documents included within the Offering Circular),
and hereby irrevocably waives, and agrees not to assert in any action or
proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, that such action or proceeding is improper or is an
inconvenient venue for such proceeding. Each party hereby irrevocably waives
personal service of process and consents to process being served in any such
action or proceeding by mailing a copy thereof via registered or certified mail
or overnight delivery (with evidence of delivery) to such party at the address
in effect for notices to it under this Subscription Agreement and agrees that
such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any other manner permitted by law. If any party hereto
shall commence an action or proceeding to enforce any provisions of the
documents included within the Offering Circular, then the prevailing party in
such action or proceeding shall be reimbursed by the non-prevailing party for
its reasonable attorneys' fees and other costs and expenses incurred with the
investigation, preparation and prosecution of such action or proceeding. IN ANY
ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST
ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST
EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY,
IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.
7. Notices. Notice, requests, demands and other communications relating
to this Subscription Agreement and the transactions contemplated herein shall
be in writing and shall be deemed to have been duly given if and when (a)
delivered personally, on the date of such delivery; or (b) mailed by registered
or certified mail, postage prepaid, return receipt requested, in the third day
after the posting thereof; or (c) emailed on the date of such delivery to the
address of the respective parties as follows, if to the Company, to Azotto
Technology, LLC, 0000 00xx Xx., Xxxxx, Xxxxx 00000, Attention: Xxxxx Xxxxxxxx,
Chief Executive Officer. If to Investor, at Investor's address supplied in
connection with this subscription, or to such other address as may be specified
by written notice from time to time by the party entitled to receive such
notice. Any notices, requests, demands or other communications by email shall
be confirmed by letter given in accordance with (a) or (b) above.
8. Purchase Procedure. The Investor acknowledges that, in order to
subscribe for Tokens, he must, and he does hereby, deliver to the Company:
(a) a fully completed and executed counterpart of the Signature Page attached
to this Subscription Agreement; and (b) payment for the aggregate Purchase
Price in the amount set forth on the Signature Page attached to this Agreement.
Payment may be made by either check, wire, credit card or ACH deposits.
Please make checks payable to "Azotto Technology, LLC" and send to the
following address:
Azotto Technology, LLC
Attn: Xxxxx Xxxxxxxx
0000 00xx Xx.
Xxxxx, XX 00000
Wire instructions to the Company:
Name and Address of Bank:
ABA # ________________
Account# ________________
________________________
________________________
_________________________
For the benefit of:
Azotto Technology, LLC
9. Miscellaneous. All pronouns and any variations thereof shall be deemed
to refer to the masculine, feminine, neuter, singular or plural, as the
identity of the person or persons or entity or entities may require. Other than
as set forth herein, this Subscription Agreement is not transferable or
assignable by Investor. The representations, warranties and agreements
contained herein shall be deemed to be made by and be binding upon Investor
and its heirs, executors, administrators and successors and shall inure to the
benefit of the Company and its successors and assigns. None of the provisions
of this Subscription Agreement may be waived, changed or terminated orally or
otherwise, except as specifically set forth herein or except by a writing
signed by the Company and Investor. In the event any part of this Subscription
Agreement is found to be void or unenforceable, the remaining provisions are
intended to be separable and binding with the same effect as if the void or
unenforceable part were never the subject of agreement. The invalidity,
illegality or unenforceability of one or more of the provisions of this
Subscription Agreement in any jurisdiction shall not affect the validity,
legality or enforceability of the remainder of this Subscription Agreement in
such jurisdiction or the validity, legality or enforceability of this
Subscription Agreement, including any such provision, in any other
jurisdiction, it being intended that all rights and obligations of the parties
hereunder shall be enforceable to the fullest extent permitted by law. This
Subscription Agreement supersedes all prior discussions and agreements between
the parties, if any, with respect to the subject matter hereof and contains the
sole and entire agreement between the parties hereto with respect to the subject
matter hereof. The terms and provisions of this Subscription Agreement are
intended solely for the benefit of each party hereto and their respective
successors and assigns, and it is not the intention of the parties to confer,
and no provision hereof shall confer, third-party beneficiary rights upon any
other person. The headings used in this Subscription Agreement have been
inserted for convenience of reference only and do not define or limit the
provisions hereof. In the event that either party hereto shall commence any
suit, action or other proceeding to interpret this Subscription Agreement,
or determine to enforce any right or obligation created hereby, then such
party, if it prevails in such action, shall recover its reasonable costs and
expenses incurred in connection therewith, including, but not limited to,
reasonable attorney's fees and expenses and costs of appeal, if any. All
notices and communications to be given or otherwise made to Investor shall be
deemed to be sufficient if sent by e-mail to such address provided by Investor
on the signature page of this Subscription Agreement. Unless otherwise
specified in this Subscription Agreement, Investor shall send all notices
or other communications required to be given hereunder to the Company via
e-mail at xxxxxxxxx@xxxxx.xxx. Any such notice or communication shall be deemed
to have been delivered and received on the first business day following that on
which the e-mail has been sent (assuming that there is no error in delivery).
As used in this Section 9, the term "business day" shall mean any day other
than a day on which banking institutions in the State of Texas are legally
closed for business. This Subscription Agreement may be executed in one or more
counterparts. No failure or delay by any party in exercising any right, power
or privilege under this Subscription Agreement shall operate as a waiver
thereof nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any other right, power or
privilege. The rights and remedies herein provided shall be cumulative and not
exclusive of any rights or remedies provided by law.
10. Consent to Electronic Delivery of Notices, Disclosures and Forms.
Investor understands that, to the fullest extent permitted by law, any notices,
disclosures, forms, privacy statements, reports or other communications
(collectively, "Communications") regarding the Company, the Investor's
investment in the Company and the Tokens (including annual and other updates
and tax documents) may be delivered by electronic means, such as by e-mail.
Investor hereby consents to electronic delivery as described in the preceding
sentence. In so consenting, Investor acknowledges that e-mail messages are not
secure and may contain computer viruses or other defects, may not be accurately
replicated on other systems or may be intercepted, deleted or interfered with,
with or without the knowledge of the sender or the intended recipient. The
Investor also acknowledges that an e-mail from the Company may be accessed by
recipients other than the Investor and may be interfered with, may contain
computer viruses or other defects and may not be successfully replicated on
other systems. Neither the Company, nor any of its respective officers,
directors and affiliates, and each other person, if any, who controls the
Company within the meaning of Section 15 of the Securities Act (collectively,
the "Company Parties"), gives any warranties in relation to these matters.
Investor further understands and agrees to each of the following: (a) other
than with respect to tax documents in the case of an election to receive paper
versions, none of the Company Parties will be under any obligation to provide
Investor with paper versions of any Communications; (b) electronic
Communications may be provided to Investor via e-mail or a website of a Company
Party upon written notice of such website's internet address to such Investor.
In order to view and retain the Communications, the Investor's computer
hardware and software must, at a minimum, be capable of accessing the Internet,
with connectivity to an internet service provider or any other capable
communications medium, and with software capable of viewing and printing a
portable document format ("PDF") file created by Adobe Acrobat. Further, the
Investor must have a personal e-mail address capable of sending and receiving
e-mail messages to and from the Company Parties. To print the documents, the
Investor will need access to a printer compatible with his or her hardware
and the required software; (c) if these software or hardware requirements
change in the future, a Company Party will notify the Investor through written
notification. To facilitate these services, the Investor must provide the
Company with his or her current e-mail address and update that information as
necessary. Unless otherwise required by law, the Investor will be deemed to
have received any electronic Communications that are sent to the most current
e-mail address that the Investor has provided to the Company in writing;
(d) none of the Company Parties will assume liability for non-receipt of
notification of the availability of electronic Communications in the event the
Investor's e-mail address on file is invalid; the Investor's e-mail or Internet
service provider filters the notification as "spam" or "junk mail"; there is a
malfunction in the Investor's computer, browser, internet service or software;
or for other reasons beyond the control of the Company Parties; and (e) solely
with respect to the provision of tax documents by a Company Party, the Investor
agrees to each of the following: (i) if the Investor does not consent to
receive tax documents electronically, a paper copy will be provided, and (ii)
the Investor's consent to receive tax documents electronically continues for
every tax year of the Company until the Investor withdraws its consent by
notifying the Company in writing.
[THIS SPACE IS INTENTIONALLY LEFT BLANK]
[SIGNATURE PAGE TO FOLLOW]
INVESTOR CERTIFIES THAT HE HAS READ THIS ENTIRE SUBSCRIPTION AGREEMENT AND THAT
EVERY STATEMENT MADE BY THE INVESTOR HEREIN IS TRUE AND COMPLETE.
THE COMPANY MAY NOT BE OFFERING THE SECURITIES IN EVERY STATE. THE OFFERING
MATERIALS DO NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR
JURISDICTION IN WHICH THE SECURITIES ARE NOT BEING OFFERED. THE INFORMATION
PRESENTED IN THE OFFERING MATERIALS WAS PREPARED BY THE COMPANY SOLELY FOR
THE USE BY PROSPECTIVE INVESTORS IN CONNECTION WITH THIS OFFERING. NO
REPRESENTATIONS OR WARRANTIES ARE MADE AS TO THE ACCURACY OR COMPLETENESS
OF THE INFORMATION CONTAINED IN ANY OFFERING MATERIALS, AND NOTHING CONTAINED
IN THE OFFERING MATERIALS IS OR SHOULD BE RELIED UPON AS A PROMISE OR
REPRESENTATION AS TO THE FUTURE PERFORMANCE OF THE COMPANY.
THE COMPANY RESERVES THE RIGHT IN ITS SOLE DISCRETION AND FOR ANY REASON
WHATSOEVER TO MODIFY, AMEND AND/OR WITHDRAW ALL OR A PORTION OF THE OFFERING
AND/OR ACCEPT OR REJECT, IN WHOLE OR IN PART, FOR ANY REASON OR FOR NO REASON,
ANY PROSPECTIVE INVESTMENT IN THE SECURITIES OR TO ALLOT TO ANY PROSPECTIVE
INVESTOR LESS THAN THE DOLLAR AMOUNT OF SECURITIES SUCH INVESTOR DESIRES TO
PURCHASE. EXCEPT AS OTHERWISE INDICATED, THE OFFERING MATERIALS SPEAK AS OF
THEIR DATE. NEITHER THE DELIVERY NOR THE PURCHASE OF THE SECURITIES SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE
IN THE AFFAIRS OF THE COMPANY SINCE THAT DATE.
IN WITNESS WHEREOF, this Subscription Agreement is executed as
of the ______ day of _________, 2023.
Number of Tokens Subscribed For:
Total Purchase Price:
$
Signature of Investor:
Name of Investor:
Address of Investor:
Electronic Mail Address:
Investor's SS# or Tax ID#:
ACCEPTED BY: AZOTTO TECHNOLOGY, LLC
Signature of Authorized Signatory: __________________________________
Name of Authorized Signatory: Xxxxx Xxxxxxxx, CEO
Date of Acceptance: _________________, 2023.
[SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT]
