SUBSCRIPTION AGREEMENT
Exhibit 10.7
The undersigned (the “Subscriber”),
desires to become a holder of common shares (the
“Shares”) of Tego Cyber
Inc., a corporation organized
under the laws of the state of Nevada (the
“Company”).
Accordingly, the Subscriber hereby agrees as follows:
1.
Subscription.
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a.
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The
Subscriber hereby subscribes for and agrees to accept from the
Company that number of Shares set forth on the Signature Page
attached to this Subscription Agreement (the
“Agreement”), in consideration of $0.50 per share
(“Purchase Price”). This offer to purchase
is submitted in accordance with and subject to the terms and
conditions described in this Agreement. The Subscriber acknowledges
that the Company reserves the right, in its sole and absolute
discretion, to accept or reject this subscription and the
subscription will not be binding until accepted by the Company in
writing.
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b.
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The
closing of the Subscription of Shares hereunder (the
“Closing”) shall occur immediately upon: (i) receipt
and acceptance by the Company of a properly executed Signature Page
to this Agreement; and (ii) receipt of all funds for the
subscription of shares hereunder.
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2.
Purchase
Procedure. The
Subscriber acknowledges that, in order to subscribe for Shares, he
must, and he does hereby, deliver to the
Company:
a. A check, ACH debit transferor wire
payment in the amount set forth on the Signature Page attached to
this Agreement, representing payment in full for the Shares desired
to be purchased hereunder, made payable to the order
of Tego Cyber
Inc.
b. This subscription shall be deemed to be
accepted only when this Agreement has been signed by an authorized
officer or agent of the Company, and the deposit of the payment of
the purchase price for clearance will not be deemed an acceptance
of this Agreement;
c. The
Company shall have the right to reject this subscription, in whole
or in part;
d. The
payment of the Purchase Price (or, in the case of rejection of a
portion of the subscriber's subscription, the part of the payment
relating to such rejected portion) will be returned promptly,
without interest or deduction, if subscriber's subscription is
rejected in whole or in part or if the Offering is withdrawn or
canceled;
e. Upon
acceptance by the Company Subscriber shall receive notice and
evidence of the digital entry (or other manner of record) of the
number of the shares owned by subscriber reflected on the books and
records of Company and verified by Company's transfer agent (the
"Transfer Agent"), which books and records shall bear a notation
that the shares were sold in reliance upon the Registration
Statement on Form S-1, as defined below.
3.
Representations of
Subscriber. By
executing this Agreement, the Subscriber makes the following
representations, declarations and warranties to the Company, with
the intent and understanding that the Company will rely
thereon:
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a.
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Such
Subscriber acknowledges the public availability of the Company's
current prospectus (the "Prospectus") which is made available in
the Company's Registration Statement on Form S-1 (File No.
333-259482), declared effective by the Securities and Exchange
Commission on __________ __, 2021. This Prospectus sets forth the
terms and conditions of the offering of Shares (the
“Offering”) and the risks associated therewith are
described. Such Subscriber acknowledges the public availability of
the Company’s current prospectus.
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b.
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All
information herein concerning the Subscriber is correct and
complete as of the date hereof and as of the date of
Closing.
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c.
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Such subscriber has all necessary power and authority under all
applicable provisions of law to execute and deliver this Agreement.
Upon execution and delivery, this Agreement will be a valid and
binding obligation of subscriber, enforceable in accordance with
its terms, except (a) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other laws of general
application affecting enforcement of creditors' rights and (b) as
limited by general principles of equity that restrict the
availability of equitable remedies.
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d. If the Subscriber is purchasing the
Shares in a fiduciary capacity for another person or entity,
including without limitation a corporation, partnership, trust or
any other entity, the Subscriber has been duly authorized and
empowered to execute this Agreement and all other subscription
documents. Upon request of the Company, the Subscriber
will provide true, complete and current copies of all relevant
documents creating the Subscriber, authorizing its investment in
the Company and/or evidencing the satisfaction of the
foregoing.
e.
Subscriber acknowledges and agrees that there is a limited public
market for the securities and Subscriber acknowledges that
subscriber is able to bear the economic risk of losing subscriber's
entire investment in the securities. Subscriber also understands
that an investment in Company involves significant risks and has
taken full cognizance of and understands all of the risk factors
relating to the purchase of securities.
f.
Subscriber understands that Company is subject to all the risks
that apply to early-stage companies, whether or not those risks are
explicitly set out in the Prospectus.
4.
Applicable
Law. This Agreement
shall be construed in accordance with and governed by the laws
applicable to contracts made and wholly performed in the State of
Nevada.
5.
Execution in
Counterparts. This
Agreement may be executed in one or more
counterparts.
6.
Persons
Bound. This
Agreement shall, except as otherwise provided herein, inure to the
benefit of and be binding on the Company and its successors and
assigns and on each Subscriber and his respective heirs, executors,
administrators, successors and assigns.
7.
Notices. Any
notice or other communication required or permitted hereunder shall
be in writing and shall be delivered personally, telegraphed,
telexed, sent by facsimile transmission or sent by certified,
registered or express mail, postage prepaid, to the address of each
party set forth herein.
8.
CERTIFICATION. THE
SUBSCRIBER CERTIFIES THAT HE HAS READ THIS ENTIRE SUBSCRIPTION
AGREEMENT AND THAT EVERY STATEMENT MADE BY THE SUBSCRIBER HEREIN IS
TRUE AND COMPLETE.
SUBSCRIBER SIGNATURE
The undersigned, desiring to subscribe for the number of Shares of
Tego Cyber, Inc. (the “Company”) as is set forth below,
acknowledges that he/she has received and understands the terms and
conditions of the Agreement attached hereto and that he/she does
hereby agree to all the terms and conditions contained
therein.
IN WITNESS
WHEREOF, the undersigned has
hereby executed this Subscription Agreement as of the date set
forth below.
(PLEASE PRINT OR TYPE)
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Number
of Shares x $0.50 Per
Share:___________________________
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Total
Amount of
Subscription: ___________________________
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Exact
name(s) of
Subscriber(s): ___________________________
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Signature
of
Subscriber(s): ___________________________
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(Print
Name) ___________________________
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Date:
___________________________
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Address:
___________________________
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