FORM OF SUBSCRIPTION AGREEMENT Common Stock In Level Brands, Inc.
Exhibit 4.2
FORM OF
Common Stock
In
This
Subscription Agreement relates to my/our agreement to purchase
________ shares of common stock, $0.001 par value per share, to be
issued by Level Brands, Inc., a North Carolina corporation (the
“Shares”), for a purchase price of $____per Share, for
a total purchase price of $___________ (“Subscription
Price”), subject to the terms, conditions, acknowledgments,
representations and warranties stated herein and in the Final
Offering Circular for the sale of the Shares, dated ____________,
2017 (the “Offering Circular”). Capitalized terms used
but not defined herein shall have the meanings given to them in the
Offering Circular.
Simultaneously
with or subsequent to the execution and delivery hereof, if I have
an account with BANQ®, I am authorizing TriPoint Global
Equities, LLC, as a selling agent (the “Selling Agent”)
to debit funds equal to the amount of the Subscription Price from
my account at BANQ®; in the amount of my Subscription Price,
provided
that if my broker-dealer or the Selling Agent have arranged
to facilitate the funding of the Subscription Price to the escrow
account (as described below) through a clearing agent, then I agree
to deliver the funds for the Subscription Price pursuant to the
instructions provided by such clearing agent, such broker-dealer or
the Selling Agent. I understand that if I wish to purchase Shares,
I must complete this Subscription Agreement and, if I have an
account with BANQ®, have sufficient funds in my account at the
time of the execution and delivery of this Subscription Agreement;
or, if I do not maintain an account with Xxxx.xx®, submit the
applicable Subscription Price as set forth herein. Subscription
funds submitted by Investors who do not have an account with
BANQ® will be held by and at an FDIC insured bank in
compliance with SEC Rule 15c2-4, with funds released to the Company
at closing, as described in the Offering Circular. The escrow
account will be maintained by Wilmington Trust, N.A. as escrow
agent. In the event that the offering is terminated, then the
Offered Shares will not be sold to investors pursuant to this
offering and all funds will be returned to investors from escrow
together with interest, if any. If any portion of the Shares is not
sold in the offering, any funds paid by me for such portion of the
Shares will be returned to me promptly; or, if I have an account
with BANQ®, funds for such unsold Shares will not be debited
from my account at closing.
In
order to induce the Company to accept this Subscription Agreement
for the Shares and as further consideration for such acceptance, I
hereby make, adopt, confirm and agree to all of the following
covenants, acknowledgments, representations and warranties with the
full knowledge that the Company and its affiliates will expressly
rely thereon in making a decision to accept or reject this
Subscription Agreement:
1. Type of
Ownership
☐ Individual ☐ Joint ☐ Institution
2. Investor
Information (You must include a permanent street address
even if your mailing address is a P.O. Box.)
|
Individual/Beneficial Owner:
|
Joint-Owner/Minor: (If applicable.)
|
|
Name:
|
Name:
|
|
Social
Security/Tax ID Number:
|
Social
Security/Tax ID Number:
|
|
Street
Address:
|
Street
Address:
|
|
City:
|
City:
|
|
State:
|
State:
|
|
Postal
Code:
|
Postal
Code:
|
|
Country:
|
Country:
|
|
Phone
Number:
|
Phone
Number:
|
|
Email
Address:
|
Email
Address:
|
1
3. Investor Eligibility Certifications
I
understand that to purchase Shares, I must either be an
“accredited investor” as such term is defined in Rule
501 of Regulation D promulgated under the Securities Act of 1933,
as amended (the “Act”), or, unless the securities
issued in the offering initially trade on a national securities
exchange, I must limit my investment in the Shares to a maximum of:
(i) 10% of my net worth or annual income, whichever is greater, if
I am a natural person; or (ii) 10% of my revenues or net assets,
whichever is greater, for my most recently completed fiscal year,
if I am a non-natural person. I understand that if I am a natural
person I should determine my net worth for purposes of these
representations by calculating the difference between my total
assets and total liabilities. I understand this calculation must
exclude the value of my primary residence and may exclude any
indebtedness secured by my primary residence (up to an amount equal
to the value of my primary residence). In the case of fiduciary
accounts, net worth and/or income suitability requirements may be
satisfied by the beneficiary of the account or by the fiduciary, if
the fiduciary directly or indirectly provides funds for the
purchase of the Shares.
I hereby represent and warrant that I meet the qualifications to
purchase Shares because:
☐ The aggregate purchase price for the Shares I am
purchasing in the offering does not exceed 10% of my net worth or
annual income, whichever is greater.
☐ I am an accredited investor.
4. I
understand that the Company reserves the right to, in its sole
discretion, accept or reject this subscription, in whole or in
part, for any reason whatsoever, and to the extent not accepted,
unused funds maintained in my account at BANQ® or transmitted
herewith shall either not be debited from my account at BANQ®
or be returned to the undersigned in full, with any interest
accrued thereon.
5. I
have received the Offering Circular.
6. I
accept the terms of the Articles of Incorporation of the
Company.
7. I am
purchasing the Shares for my own account.
8. I
hereby represent and warrant that I am not on, and am not acting as
an agent, representative, intermediary or nominee for any person
identified on, the list of blocked persons maintained by the Office
of Foreign Assets Control, U.S. Department of Treasury. In
addition, I have complied with all applicable U.S. laws,
regulations, directives, and executive orders relating to
anti-money laundering, including but not limited to the following
laws: (1) the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act
of 2001, Public Law 107-56; and (2) Executive Order 13224 (Blocking
Property and Prohibiting Transactions with Persons Who Commit,
Threaten to Commit, or Support Terrorism) of September 23, 2001.
By making the
foregoing representations you have not waived any right of action
you may have under federal or state securities law. Any such waiver
would be unenforceable. The Company will assert your
representations as a defense in any subsequent litigation where
such assertion would be relevant. This subscription agreement and
all rights hereunder shall be governed by, and interpreted in
accordance with, the laws of the State of Delaware without giving
effect to the principles of conflict of laws.
2
9.
Digital (“electronic”) signatures, often referred to as
an “e-signature”, enable paperless contracts and help
speed up business transactions. The 2001 E-Sign Act was meant to
ease the adoption of electronic signatures. The mechanics of this
Subscription Agreement's electronic signature include your signing
this Agreement below by typing in your name, with the underlying
software recording your IP address, your browser identification,
the timestamp, and a securities hash within an SSL encrypted
environment. This electronically signed Subscription Agreement will
be available to both you and the Company, as well as any associated
brokers, so they can store and access it at any time, and it will
be stored and accessible on Xxxx.xx®. You and the Company each
hereby consent and agree that electronically signing this Agreement
constitutes your signature, acceptance and agreement as if actually
signed by you in writing. Further, all parties agree that no
certification authority or other third party verification is
necessary to validate any electronic signature; and that the lack
of such certification or third party verification will not in any
way affect the enforceability of your signature or resulting
contract between you and the Company. You understand and agree that
your e-signature executed in conjunction with the electronic
submission of this Subscription Agreement shall be legally binding
and such transaction shall be considered authorized by you. You
agree your electronic signature is the legal equivalent of your
manual signature on this Subscription Agreement and you consent to
be legally bound by this Subscription Agreement's terms and
conditions. Furthermore, you and the Company each hereby agree that
all current and future notices, confirmations and other
communications regarding this Subscription Agreement specifically,
and future communications in general between the parties, may be
made by email, sent to the email address of record as set forth in
this Subscription Agreement or as otherwise from time to time
changed or updated and disclosed to the other party, without
necessity of confirmation of receipt, delivery or reading, and such
form of electronic communication is sufficient for all matters
regarding the relationship between the parties. If any such
electronically sent communication fails to be received for any
reason, including but not limited to such communication being
diverted to the recipient’s spam filters by the
recipient’s email service provider, or due to a recipient's
change of address, or due to technology issues by the
recipient’s service provider, the parties agree that the
burden of such failure to receive is on the recipient and not the
sender, and that the sender is under no obligation to resend
communications via any other means, including but not limited to
postal service or overnight courier, and that such communications
shall for all purposes, including legal and regulatory, be deemed
to have been delivered and received. No physical, paper documents
will be sent to you, and if you desire physical documents then you
agree to be satisfied by directly and personally printing, at your
own expense, the electronically sent communication(s) and
maintaining such physical records in any manner or form that you
desire.
10.
Delivery Instructions. If
you are funding outside of your BANQ® account via escrow
through either an ACH authorization or a wire transfer pursuant to
the escrow instructions set forth in the Offering Circular, or
delivered to me by my broker-dealer, in the amount of my
Subscription Price, provided that if my
broker-dealer or the Selling Agent have arranged to facilitate the
funding of the Subscription, please fill out the information below
to have your shares delivered to your broker, held at the transfer
agent or delivered to your residence. All orders entered on
BANQ® will have shares delivered directly to
BANQ®
Your
Consent is Hereby Given: By signing this Subscription Agreement
electronically, you are explicitly agreeing to receive documents
electronically including your copy of this signed Subscription
Agreement as well as ongoing disclosures, communications and
notices.
SIGNATURES:
THE
UNDERSIGNED HAS THE AUTHORITY TO ENTER INTO THIS SUBSCRIPTION
AGREEMENT ON BEHALF OF THE PERSON(S) OR ENTITY REGISTERED
ABOVE.
|
Subscriber:
_______________________________________
Name:
Email:
Date:
|
Issuer:
By: /s/ Xxxx X.
Xxxxxxx
Name: Xxxx X. Xxxxxxx
Company: Level Brands, Inc.
Title: Chief Financial Officer and Chief Operating
Officer
|
3
