Description of the Offering. This Subscription Agreement is for units (the “Units”) comprised of a 10% Convertible Debenture (the “Debenture”) and warrants (the “Warrants”) to purchase shares of the Company’s common stock, par value $.001 per share (the “Common Stock”). This Offering (the “Offering”) is made only to accredited investors who qualify as accredited investors pursuant to the suitability standards for investors described under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”) and who have no need for liquidity in their investments. The Offering is for an investment of $100,000.00. However, the Company reserves the right, in its sole discretion, to accept fractional subscriptions. Prior to this Offering there was no public market for the Debenture, the Warrants or the Common Stock, and no assurance can be given that a market will develop for the Debentures, or the, the Warrants or Common Stock, if developed, that it will be maintained so that any subscribers in this Offering may avail any benefit from the same. THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE, OR OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR ASSIGNED EXCEPT AS PERMITTED UNDER SUCH ACT OR SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
Description of the Offering. The Securities to be offered directly to various investors (each, an “Investor” or “Purchaser” and, collectively, the “Investors” or the “Purchasers”) pursuant to the Securities Purchase Agreement dated on or about the date hereof between the Company and the Investors (the “Securities Purchase Agreement”) shall consist of American depository shares (“ADSs”), each represented by two Class B ordinary shares (the “Shares”) of the Company (“Ordinary Shares”) and certain warrants to purchase ADSs (the “Warrants,” and collectively with the ADSs and Shares underlying the Warrant and the ADSs, the “Securities”). The purchase price for unit consisting of one ADS and accompanying Warrant shall be $[●] per unit of securities (the “Purchase Price”). If the Company shall default in its obligations to deliver Securities to a Purchaser whose offer it has accepted and who has tendered payment, the Company shall indemnify and hold the Placement Agents harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company under this Agreement.
Description of the Offering. The Company proposes to offer for sale and sell to the public up to 1,000,000 shares of its common stock, par value $.0001 per share ("Common Stock"), at the price of $ per share ("Offering"). All funds received from subscribers will be held in escrow by the Grafton State Bank, Grafton, Wisconsin ("Escrow Agent"), pursuant to an agreement among you, the Company and the Escrow Agent ("Escrow Agreement"). The Company will determine, in its sole discretion, to accept or reject subscriptions for Common Stock within five days following receipt thereof. Funds of an investor whose subscription is rejected will be promptly returned directly to such person by the Escrow Agent, without interest thereon or deduction therefrom, pursuant to the terms of the Escrow Agreement. In the event that at least 50,000 shares of Common Stock have not been sold within 120 days from the initial effective date of the Registration Statement (as hereinafter defined) under the Securities Act of 1933, as amended ("Securities Act"), the Offering will terminate and all funds received from subscribers will be promptly returned in full by the Escrow Agent directly to subscribers, without interest thereon or deduction therefrom, as provided in the Escrow Agreement. Provided that at least 50,000 shares of Common Stock are sold within the foregoing period, the Company may continue to offer the Common Stock for sale until (i) 1,000,000 shares are sold or (ii) March 31, 2001, whichever first occurs; the Offering may be terminated at any time prior thereto at the discretion of the Company. The Company reserves the right to refuse to sell shares of Common Stock to any person at any time. The Company, the Common Stock and the Offering are more fully described in the Registration Statement (as hereinafter defined) and the Prospectus (as hereinafter defined). All terms used in this Agreement, unless specifically defined herein, shall have the meanings set forth in such Registration Statement and Prospectus.
Description of the Offering. The Securities to be offered directly to various investors (each, an “Investor” or “Purchaser” and, collectively, the “Investors” or the “Purchasers”) in the Offering shall consist of units (each, a “Unit”), with each Unit consisting of (a) one share of the Company’s common stock (“Common Stock” or “Shares”) or one pre-funded warrant (in lieu of one share of common stock) to purchase a share of Common Stock (“Pre-Funded Warrants”), and (b) one warrant to purchase a share of common stock (“Common Warrants” and together with the Units, Shares and Pre-Funded Warrants, the “Securities”). The purchase price for one Share shall be $[___] per Share (the “Purchase Price”). If the Company shall default in its obligations to deliver Securities to a Purchaser whose offer it has accepted and who has tendered payment, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company under this Agreement.
Description of the Offering. The Securities to be offered directly to various investors (each, an “Investor” or “Purchaser” and, collectively, the “Investors” or the “Purchasers”) in the Offering shall consist of a minimum of 750,000 shares of the Company’s common stock (“Common Stock”) and a maximum of 2,083,334 shares of Common Stock (collectively, the “Shares” or “Securities”). The purchase price for one Share shall be $[●] per Share (the “Share Purchase Price”). If the Company shall default in its obligations hereunder to deliver applicable Securities to a Purchaser whose offer it has accepted and who has tendered payment, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company under this Agreement.
Description of the Offering. The Securities to be offered directly to various investors (each, an “Investor” or “Purchaser” and, collectively, the “Investors” or the “Purchasers”) pursuant to the Securities Purchase Agreement dated on or about the date hereof between the Company and the Investors (the “Securities Purchase Agreement”) shall consist of 7,234,044 shares (the “Shares”) of Company common stock (the “Common Stock”) and warrants to purchase 7,234,044 shares of Common Stock at an exercise price of $1.05 (the “Warrants,” and collectively with the Shares, the “Securities”). The purchase price for one Share and an accompanying Warrant shall be $1.175 per unit of securities (the “Purchase Price”). If the Company shall default in its obligations to deliver Securities to a Purchaser whose offer it has accepted and who has tendered payment, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company under this Agreement.
Description of the Offering. All funds received from subscribers in the Offering will be held in escrow by HIBERNIA NATIONAL BANK ("Escrow Agent"), pursuant to an agreement among the Placement Agent, the Company and the Escrow Agent ("Escrow Agreement"). The Company will determine, in its sole discretion, to accept or reject subscriptions for Units within five days following receipt thereof. Funds of an investor whose subscription is rejected will be promptly returned directly to such person by the Escrow Agent, without interest thereon or deduction therefrom, pursuant to the terms of the Escrow Agreement. In the event that at least 100,000 Units have not been sold within 120 days from the initial effective date of the Registration Statement (as hereinafter defined) under the Securities Act of 1933, as amended ("Securities Act"), the Offering will terminate and all funds received from subscribers will be promptly returned in full by the Escrow Agent directly to subscribers, without interest thereon or deduction therefrom, as provided in the Escrow Agreement. Provided that at least 100,000 Units are sold within the foregoing period, the Company may continue to offer the Units for sale until (i) 250,000 Units are sold or (ii) six months from the effective date of the offering, whichever first occurs; the Offering may be terminated at any time prior thereto at the discretion of the Company. The Company reserves the right to refuse to sell shares of Units to any person at any time. The Company, the Units and the Offering are more fully described in the Registration Statement (as hereinafter defined) and the Prospectus (as hereinafter defined). All terms used in this Agreement, unless specifically defined herein, shall have the meanings set forth in such Registration Statement and Prospectus.
Description of the Offering. The Securities to be offered directly to various investors (each, an “Investor” or “Purchaser” and, collectively, the “Investors” or the “Purchasers”) in the Offering shall consist of up to 8,333,333 shares of the Company’s common stock (“Common Stock” or “Shares” or “Securities”). The purchase price for one Share shall be $6.00 per Share (the “Share Purchase Price”). If the Company shall default in its obligations to deliver Securities to a Purchaser whose offer it has accepted and who has tendered payment, the Company shall indemnify and hold the Selling Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company under this Agreement.
Description of the Offering. The Securities to be offered directly to various investors (each, an “Investor” or “Purchaser” and, collectively, the “Investors” or the “Purchasers”) in the Offering shall consist of Units (as defined in the Securities Purchase Agreement dated September 20, 2019 between the Company and the Investors (the “Securities Purchase Agreement”)) consisting of shares (the “Shares”) of the Company’s common stock (“Common Stock”) and certain warrants to purchase Common Stock (the “Warrants,” and collectively with the Shares, the “Securities”). The purchase price for one Unit shall be $1.76 per Unit (the “Purchase Price”). If the Company shall default in its obligations to deliver Securities to a Purchaser whose offer it has accepted and who has tendered payment, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company under this Agreement.
Description of the Offering. The Securities to be offered directly to various investors (each, an “Investor” or “Purchaser” and, collectively, the “Investors” or the “Purchasers”) pursuant to the Securities Purchase Agreement dated on or about the date hereof between the Company and the Investors (the “Securities Purchase Agreement”) shall consist of shares (the “Shares” or the “Securities”) of the Company’s Class A common stock (“Common Stock”). The purchase price for one Share shall be $0.23 per Share (the “Purchase Price”). If the Company shall default in its obligations to deliver Securities to a Purchaser whose offer it has accepted and who has tendered payment, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company under this Agreement.
