Private Placement Subscription Agreement Sample Contracts

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Contract
Private Placement Subscription Agreement • May 5th, 2020 • Nevada

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").

EX-10 3 ex104.htm
Private Placement Subscription Agreement • May 5th, 2020 • British Columbia

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").

Contract
Private Placement Subscription Agreement • March 31st, 2022 • Wave Sync Corp. • Industrial organic chemicals • New York

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE “SUBSCRIPTION AGREEMENT”) RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).

Contract
Private Placement Subscription Agreement • February 15th, 2018 • Wolverine Technologies Corp. • Metal mining • Nevada

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").

EX-10.1 11 ex101.htm SUB. AGREEMENT
Private Placement Subscription Agreement • May 5th, 2020 • Nevada

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").

ENERTOPIA CORP. PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT INSTRUCTIONS TO PURCHASER
Private Placement Subscription Agreement • April 28th, 2017 • Enertopia Corp. • Metal mining • British Columbia
Contract
Private Placement Subscription Agreement • October 17th, 2007 • Avro Energy Inc. • Metal mining • Nevada

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").

Contract
Private Placement Subscription Agreement • February 13th, 2012 • Anavex Life Sciences Corp. • Services-commercial physical & biological research • Nevada

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
Private Placement Subscription Agreement • May 16th, 2024 • NetClass Technology Inc • Services-prepackaged software • New York

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (the “Agreement”) is made this 20th day of September 2023, among (i) NETCLASS TECHNOLOGY INC (the "Company"), a Cayman Islands limited liability company, and (ii) the purchaser identified on the signature pages to this Agreement (the “Purchaser”).

0.10 UNIT PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT Between: POWER AIR CORPORATION And: THE UNDERSIGNED SUBSCRIBER Power Air Corporation 4777 Bennett Drive, Suite E, Livermore, California, U.S.A., 94551
Private Placement Subscription Agreement • May 20th, 2008 • Power Air Corp • Metal mining • Nevada

SUBSCRIBER'S STATEMENT - the within subscriber (the "Subscriber") is a sophisticated investor, the Subscriber has sought such independent counsel as the Subscriber considers necessary and the Subscriber has read the within "0.10 Unit Private Placement Subscription Agreement" (the "Agreement") carefully and accepts, agrees and acknowledges the representations and terms thereof in full and without exception and agrees that such Agreement constitutes the entire agreement between Power Air Corporation (the "Company") and the Subscriber and that there are no collateral representations or agreements between the same.

EX-10.8 4 ff12017a3ex10-8_goldenmetro.htm FORM OF PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT BETWEEN THE COMPANY AND THE REGULATION S SELLING SHAREHOLDERS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
Private Placement Subscription Agreement • May 5th, 2020 • New York

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (the “Agreement”) is made this _____ day of September, 2018, among (i) Golden Metropolis International Limited (the “Company”), a British Virgin Islands company, and (ii) each purchaser identified on the signature pages to this Agreement (each a “Purchaser” and collectively, the “Purchasers”).

Contract
Private Placement Subscription Agreement • October 14th, 2014 • Quint Media Inc. • Services-advertising • Nevada

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").

Private Placement Subscription Agreement
Private Placement Subscription Agreement • January 7th, 2015 • Oakridge Global Energy Solutions, Inc. • Miscellaneous electrical machinery, equipment & supplies • Colorado

Precept Fund Management SPC, of Ground Floor, Harbour Centre, 42 North Church Street, George Town, Grand Cayman KY1-1110, Cayman Islands on behalf of Prescient Fund Segregated Portfolio

Contract
Private Placement Subscription Agreement • February 15th, 2018 • Wolverine Technologies Corp. • Metal mining

NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (for completion by non-United States residents) MYECHECK, INC.
Private Placement Subscription Agreement • August 13th, 2015 • Myecheck, Inc. • Services-business services, nec • Delaware
WESTERN MAGNESIUM CORPORATION (the “Issuer”) FORM OF PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (CONVERTIBLE NOTES) INSTRUCTIONS TO PURCHASER
Private Placement Subscription Agreement • August 6th, 2021 • Western Magnesium Corp. • British Columbia

The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase from Western Magnesium Corporation (the “Issuer”) convertible notes of the Issuer (the “Notes”) in the principal amount set forth below. The Subscriber agrees to be bound by the terms and conditions set forth in the attached “Terms and Conditions of Subscription for Convertible Notes”.

Contract
Private Placement Subscription Agreement • July 19th, 2011 • Tombstone Exploration Corp • Wholesale-groceries & related products • Nevada

NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE “SUBSCRIPTION AGREEMENT”) RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

ORGENESIS INC. (the “Issuer”) PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (CONVERTIBLE NOTE) INSTRUCTIONS TO SUBSCRIBER
Private Placement Subscription Agreement • December 14th, 2018 • Orgenesis Inc. • Pharmaceutical preparations • Nevada

The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase from Orgenesis Inc. (the “Issuer”) a 2% Unsecured Convertible Note of the Issuer (the “Note”) in the principal amount set forth below. The form of the Note is attached to this Subscription Agreement as Exhibit C. The Subscriber agrees to be bound by the terms and conditions set forth in the attached “Terms and Conditions of Subscription for Note”.

Contract
Private Placement Subscription Agreement • October 24th, 2024 • Wolverine Resources Corp. • Metal mining

NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

Contract
Private Placement Subscription Agreement • October 24th, 2024 • Wolverine Resources Corp. • Metal mining • Nevada

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").

Contract
Private Placement Subscription Agreement • April 14th, 2016 • Orgenesis Inc. • Pharmaceutical preparations • Nevada

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").

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EX-10 3 subgetz.htm
Private Placement Subscription Agreement • May 5th, 2020 • Nevada

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").

Contract
Private Placement Subscription Agreement • November 16th, 2012 • Enertopia Corp. • Metal mining • British Columbia

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (SHARES) INSTRUCTIONS TO SUBSCRIBER
Private Placement Subscription Agreement • January 31st, 2022 • Nevada

The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase from CurrencyWorks Inc. (the “Issuer”) that number of shares of common stock of the Issuer (each, a “Share”) set out below at a price of $0.2048 per Share. The Subscriber agrees to be bound by the terms and conditions set forth in the attached “Terms and Conditions of Subscription for Shares”.

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
Private Placement Subscription Agreement • March 13th, 2018 • Nevada

The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase from RedStone Literary Agents, Inc. (the “Company”) an unsecured convertible note (the “Note”) in the principal amount of $10,000 (the “Principal Amount”). The Subscriber agrees to be bound by the terms and conditions set forth in the attached “Terms and Conditions of Subscription for Convertible Note”.

Contract
Private Placement Subscription Agreement • May 19th, 2006 • Digital Youth Network Corp. • Blank checks • British Columbia

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").

SIGNATURE PAGE OF PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT FOR HARBINDER SINGH BRANCH
Private Placement Subscription Agreement • December 11th, 2000 • Igohealthy Com Inc
Contract
Private Placement Subscription Agreement • February 22nd, 2006 • Digital Youth Network Corp. • Blank checks • British Columbia

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").

McEWEN COPPER INC. (the "Issuer") PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (COMMON SHARES) INSTRUCTIONS TO SUBSCRIBER
Private Placement Subscription Agreement • July 18th, 2024 • McEwen Mining Inc. • Gold and silver ores • Ontario

The Issuer hereby accepts the Subscription (as defined herein) on the terms and conditions contained in this private placement subscription agreement (this "Agreement") as of the _____ day of ________________, 2024.

Contract
Private Placement Subscription Agreement • July 31st, 2008 • Traceguard Technologies, Inc. • Services-computer programming services • Nevada

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).

ONLINE DISRUPTIVE TECHNOLOGIES, INC. PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT Shares for Debt INSTRUCTIONS TO PURCHASER
Private Placement Subscription Agreement • June 2nd, 2015 • Online Disruptive Technologies, Inc. • In vitro & in vivo diagnostic substances

This is Page 2 of 15 pages of a subscription agreement and related appendices, schedules and forms. Collectively, these pages together are referred to as the “Subscription Agreement”.

LEXARIA CORP. PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT INSTRUCTIONS TO PURCHASER
Private Placement Subscription Agreement • May 15th, 2015 • Lexaria Corp. • Metal mining • British Columbia
FLOW-THROUGH SHARES PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT THIS AGREEMENT dated for reference this 16th day of July, 2002
Private Placement Subscription Agreement • December 31st, 2002 • Canplats Resources Corp • Metal mining • British Columbia

Subject and pursuant to the terms set out in Appendix III attached hereto, the Purchaser hereby irrevocably subscribes for, and on Closing will purchase from the Issuer, the following securities at the following price:

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