Subscription Procedure. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Shares as is set forth upon the signature page hereof at a price of $1.10 per Share (the “Purchase Price”). The Company agrees to sell such Shares to the Subscriber for the Purchase Price. 1.2 The subscription period will begin as of August 21, 2008 and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Eastern Standard Time on October 31, 2008, unless extended by the Company, Podium and the Placement Agent (as defined below) for up to an additional 90 days (the “Termination Date”). The Shares will be offered on a “best efforts” basis as more particularly set forth in a Confidential Private Placement Memorandum and any supplements thereto (the “Offering Memorandum”) which shall supersede in its entirety that Executive Summary dated August 19, 2008. The final Offering Memorandum will be provided to Subscribers in the Offering no later than one (1) day prior to the Termination Date. The consummation of the Offering is subject to the satisfaction of a number of conditions to be further described in the Offering Memorandum, one or more of which conditions may not occur. 1.3 Placement of Shares will be made by WestPark Capital, Inc. (the “Placement Agent”), which will receive certain compensation therefore as will be more fully described in the Offering Memorandum. 1.4 The Purchase Price will be placed in escrow pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Placement Agent, the Company and D▇▇▇▇ ▇▇▇▇▇, Esq. as escrow agent, and shall be paid over to the Company at the closing of the purchase of the Shares in the Offering (the “Closing”) to occur on the Closing Date. 1.5 The certificates for the Shares bearing the name of the Subscriber will be delivered by the Company no later than thirty (30) days following the Closing Date. The Subscriber hereby authorizes and directs the Company to deliver the securities to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated in the Investor Questionnaire, as attached. 1.6 The Purchase Price for the Shares purchased hereunder shall be paid by certified check, payable to Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation, as escrow agent, or by wire transfer to Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇ pursuant to the following instructions: Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation Subscription Escrow Account #1 W▇▇▇▇ Fargo Bank 1801 Avenue of the Stars L▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Account # 9371477226 ABA # 1▇▇▇▇▇▇▇▇ 1.7 The Company and/or Podium may, in their sole discretion, reject any subscription, in whole or in part, or terminate or withdraw the Offering in its entirety at any time prior to a closing in relation thereto. Neither the Company nor the Placement Agent shall be required to allocate among investors on a pro rata basis in the event of an over-subscription.
Appears in 1 contract
Subscription Procedure. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such the number of Shares Units as is set forth upon the signature page hereof at a price of $1.10 5.50 per Share Unit (the “Purchase Price”). The Company agrees to sell such Shares Units to the Subscriber for the Purchase Price, subject to the provisions of Section 1.7, below.
1.2 The subscription period will begin as of August 21, 2008 the date of this Subscription Agreement and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Eastern Standard Time on October 31December 17, 20082018, unless extended on one or more occasions for up to an additional ninety (90) days by the Company, Podium Board of Directors of the Company and the Placement Agent (as defined below) for up to an additional 90 days in their joint discretion (the “Termination Date”). The Shares Units will be offered on a “best efforts” basis as more particularly set forth in a that Confidential Private Placement Memorandum and any supplements thereto (the “Offering Memorandum”) which shall supersede in its entirety that Executive Summary ), dated August 19September 17, 20082018. The final Offering Memorandum will be provided to Subscribers in minimum investment per subscription of the Offering is $50,000.00, subject to the Company’s right to accept a lesser amount. There is no later than minimum number of Units that must be sold to close the Offering. The Company may conduct one or more closings (1each, a “Closing”) day prior to the Termination Datereceipt of the Maximum Offering Amount of $6,050,000. In the event the Offering is oversubscribed in excess of the Maximum Offering Amount, the Offering may be increased up to the Over-Subscription Amount in the discretion of the Company (the “Over-Subscription”). The consummation of the Offering is subject to the satisfaction of a number of conditions to be further described in the Offering Memorandum, one or more of which conditions may not occur.
1.3 Placement of Shares the Units will be made by WestPark Capital, Inc. (the “Placement Agent”), which will receive certain compensation therefore as will be more fully described in the Offering Memorandum.
1.4 The Purchase Price will be placed in escrow pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Placement Agent, the Company and D▇▇▇▇ ▇▇▇▇▇Signature Bank, Esq. as escrow agentagent (the “Escrow Agent”), and such escrowed funds shall be transmitted and maintained in compliance with SEC Rule 15c2-4, as promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable, and shall be paid over released to the Company at one or more Closings. Such funds will be held for the closing of Subscriber’s benefit, and will be returned promptly, without interest or offset if this Subscription Agreement is not accepted by the purchase of the Shares in Company, or the Offering (is terminated pursuant to its terms or by the “Company or the Placement Agent prior to the any Closing”) to occur on the Closing Date.
1.5 The certificates for Certificates representing the Shares and the Warrants bearing the name of the Subscriber will be delivered by the Company no later than thirty (30) days within a reasonable amount of time following the final Closing Dateof the Offering. The Subscriber hereby authorizes and directs the Company to deliver the securities aforementioned certificates to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated in the Investor Questionnaire, a form of which is attached hereto as attached.Exhibit A.
1.6 The Purchase Price for the Shares Units purchased hereunder shall be paid by certified check, payable to Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation, as escrow agent, or by wire transfer to Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇ the Escrow Agent pursuant to the following instructions: Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation Subscription Escrow Beneficiary Bank: ABA: Beneficiary Name: Beneficiary Account #1 W▇▇▇▇ Fargo Bank 1801 Avenue of the Stars L▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Account # 9371477226 ABA # 1▇▇▇▇▇▇▇▇Number: Payable to: Mailed to:
1.7 The Company and/or Podium or the Placement Agent, may, in their sole discretion, reject any subscription, in whole or in part. The Company may, or in its sole discretion, terminate or withdraw the Offering in its entirety at any time prior to a closing Closing in relation thereto. If this subscription is rejected in whole or the Offering is terminated, all funds received from the Subscriber will be returned without interest or offset, and this Subscription Agreement shall thereafter be of no further force or effect. If this subscription is rejected in part, the funds for the rejected portion of this subscription will be returned without interest or offset, and this Subscription Agreement will continue in full force and effect to the extent this subscription was accepted. Neither the Company nor the Placement Agent shall be required to allocate among investors on a pro rata basis in the event of an over-subscription.
Appears in 1 contract
Sources: Subscription Agreement (Nyiax, Inc.)
Subscription Procedure. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Shares Units as is set forth upon the signature page hereof at a price of $1.10 3.33 per Share Unit (the “"Purchase Price”"). The Company agrees to sell such Shares Units to the Subscriber for the Purchase Price.
1.2 The subscription period will begin as of August 21October 1, 2008 2004 and will terminate (if the Closing Date has not earlier occurred) at 5:00 5 PM Eastern Standard Time on October 31November 5, 20082004, unless extended by the Company, Podium Dyadic and the Placement Agent Agents (as defined below) for up to an additional 90 days (the “"Termination Date”"). The Shares Units will be offered on a “"best efforts” " basis as more particularly set forth in a the Confidential Private Placement Offering Memorandum dated October, 2004 and any supplements thereto (the “"Offering Memorandum”) which shall supersede in its entirety that Executive Summary dated August 19, 2008"). The final Offering Memorandum will minimum dollar amount of Units that may be provided to Subscribers in purchased by the Offering no later than one (1) day prior to Subscriber is $25,000 unless Dyadic and the Termination DateCompany waive the requirement. The consummation of the Offering is subject to the satisfaction of a number of conditions to be conditions, as further described in the Offering Memorandum, one or more of which conditions may not occur.
1.3 Placement of Shares Units will be made by WestPark Capital[redacted names of Placement Agents] (collectively, Inc. (the “"Placement Agent”Agents"), which will receive certain compensation therefore therefor as will be provided in that certain Engagement Agreement, dated June 15 2004, between the Placement Agents and Dyadic and which is more fully described in the Offering Memorandum.
1.4 The Purchase Price will be placed in escrow pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Placement AgentAgents, the Company Company, and D▇▇▇▇ ▇▇▇▇▇, Esq. McGuireWoods LLP as escrow agent, agent (the "Escrow Agreement") and shall be paid over to the Company at the closing of the purchase of the Shares Units in the Offering (the “"Closing”") to occur on the Closing Date.
1.5 The certificates for the Shares Common Stock together with the accompanying Warrants bearing the name of the Subscriber will be delivered by the Company no later than thirty fifteen (3015) days following the Closing Date. The Subscriber hereby authorizes and directs the Company to deliver the securities to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated in the Investor Questionnaire, as attached.
1.6 The Purchase Price for the Shares Units purchased hereunder shall be paid by certified check, payable to Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇, a Professional CorporationMcGuireWoods LLP, as escrow agent, or by wire transfer to Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇ McGuireWoods LLP pursuant to the following instructions: Law Offices of DBANK OF AMERICA - Jacksonville, FL ABA: 026009593 (Domestic Wires) Swift Code: BOFAUS3N (International Wi▇▇▇▇ ▇. ) Credit: McGuireWoods LLP IOLTA Account Account Number: [redacted account number] Reference: (Louis W. Zehil / 2041649-0▇▇▇▇▇, a Professional Corporation ) [redacted name of Placement Agent]-Dyadic Subscription Escrow Account #1 W▇▇▇▇ Fargo Bank 1801 Avenue of the Stars L▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Account # 9371477226 ABA # 1▇▇▇▇▇▇▇▇Escrow
1.7 The Company and/or Podium and Dyadic may, in their sole discretion, reject any subscription, in whole or in part, or terminate or withdraw the Offering in its entirety at any time prior to a closing in relation thereto. Neither the Company nor the any Placement Agent shall be required to allocate among investors on a pro rata basis in the event of an over-subscription.
Appears in 1 contract
Subscription Procedure. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Shares Units as is set forth upon the signature page hereof at a price of $1.10 1.00 per Share Unit (the “Purchase Price”). The Company agrees to sell such Shares Units to the Subscriber for the Purchase Price.
1.2 The subscription period will begin as of August 21June 7, 2008 2007 and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Eastern Standard Time on October 31June 15, 20082007, unless terminated earlier or extended by the Company, Podium Company and the Placement Agent (as defined below) AuraSound for up to an additional 90 30 days (the “Termination Date”). The Shares Units will be offered on a “best efforts” basis as more particularly set forth in a the Amended and Restated Confidential Private Placement Memorandum dated June 7, 2007 and any supplements thereto (including all exhibits, schedules and attachments thereto, the “Offering Memorandum”) which shall supersede in its entirety that Executive Summary dated August 19, 2008). The final Offering Memorandum will minimum dollar amount of Units that may be provided to Subscribers in purchased by the Offering no later than one (1) day prior to Subscriber is $50,000 unless AuraSound and the Termination DateCompany waive the requirement. The consummation of the Offering is subject to the satisfaction of a number the closing conditions set forth in Section 6 of conditions to be further described in the Offering Memorandum, one or more of which conditions may not occurthis Agreement.
1.3 Placement of Shares Units will be made by WestPark CapitalGP Group, Inc. LLC (the “Placement Agent”), which will receive certain compensation therefore therefor as will be more fully described in the Offering Memorandum.
1.4 The Purchase Price will be placed in escrow pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Placement Agent, the Company AuraSound and D▇▇▇▇ ▇▇▇▇▇City National Bank, Esq. as escrow agentagent (the “Escrow Agreement”), and shall be paid over to the Company at the closing of the purchase of the Shares Units in the Offering pursuant to this Agreement (the “Subscription Closing”) to occur on or after the Exchange Closing Date (the closing date of the purchase and sale of the Units pursuant to this Agreement is referred to herein as the “Subscription Closing Date”).
1.5 The certificates for the Shares Common Stock together with the accompanying Warrants bearing the name of the Subscriber will be delivered by the Company no later than thirty ten (3010) days following the Closing Datefinal closing date of the Offering. The Subscriber hereby authorizes and directs the Company to deliver the securities to be issued to such the Subscriber pursuant to this Subscription Agreement to the residential or business address indicated in the Investor Questionnaire, as attached.
1.6 The Purchase Price for the Shares Units purchased hereunder shall be paid by certified check, payable to Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇AuraSound, a Professional Corporation, as escrow agentInc., or by wire transfer to Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇ AuraSound, Inc. account pursuant to the following instructions: Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation Subscription Escrow Account #1 W▇▇▇▇ Fargo Bank 1801 Avenue of the Stars L▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Account # 9371477226 ABA # 1▇▇▇▇▇▇▇▇:
1.7 The Company and/or Podium AuraSound may, in their sole discretion, reject any subscription, in whole or in part, or terminate or withdraw the Offering in its entirety at any time prior to a closing in relation thereto. Neither the Company nor the Placement Agent shall be required to allocate among investors on a pro rata basis in the event of an over-subscription.
Appears in 1 contract
Sources: Subscription Agreement (Hemcure Inc)
Subscription Procedure. 1.1 Subject to the terms and conditions hereinafter set forthforth herein and in the Registration Statement, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Shares as is set forth upon the signature page hereof at a price of $1.10 0.25 per Share (the “Purchase Price”). The Company agrees to sell such Shares to the Subscriber for the Purchase Price.
1.2 The subscription period will begin as of August 21, 2008 the date the Registration Statement is declared effective by the Securities and Exchange Commission (“SEC”) and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Eastern Standard Local Time on October 31June 30, 2008, unless terminated earlier or extended by the Company, Podium and the Placement Agent (as defined below) Company for up to an additional 90 30 days (the “Termination DateOffering Period”). The Shares will be offered on a “best efforts” minimum/maximum basis as more particularly set forth in a Confidential Private Placement Memorandum and any supplements thereto (the “Offering Memorandum”) which shall supersede in its entirety that Executive Summary dated August 19, 2008Registration Statement. The final Offering Memorandum will minimum dollar amount of Shares that may be provided purchased by the Subscriber is $1,250 unless the Company elects to Subscribers in waive the Offering no later than one (1) day prior to the Termination Daterequirement. The consummation of the Offering is subject to the satisfaction of a number the closing conditions set forth in Section 5 of conditions to be further described in the Offering Memorandum, one or more of which conditions may not occurthis Agreement.
1.3 Placement of Shares will be made by WestPark Capital, Inc. (the “Placement Agent”), which will receive certain compensation therefore as will be more fully described in the Offering Memorandum.
1.4 The Purchase Price will be placed in escrow pursuant to an escrow agreement by and between Company and its escrow agent (the “Escrow Agreement”) by and among the Placement Agent, the Company and D▇▇▇▇ ▇▇▇▇▇, Esq. as escrow agent), and shall be paid over to the Company at the closing of the purchase of the Shares in the Offering pursuant to this Agreement (the “Closing”) to occur on the Closing Date).
1.5 1.4 The certificates for the Shares Common Stock bearing the name of the Subscriber will be delivered by the Company no later than thirty twenty (3020) days following the Closing Dateof the Offering. The Subscriber hereby authorizes and directs the Company to deliver the securities Shares to be issued to such the Subscriber pursuant to this Subscription Agreement and delivered to the residential or business address indicated in on the Investor Questionnairesignature page hereof.
1.5 This executed Subscription Agreement shall be forwarded to: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Synergy Law Group, as attached.LLC ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Suite 600 Chicago, IL 60661
1.6 The Purchase Price for the Shares purchased hereunder shall be paid by certified check, payable to Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation, as escrow agent, check or by wire transfer (instructions available upon request) to Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇ pursuant to the following instructions: Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇Title Starts Online, a Professional Corporation Subscription Escrow Account #1 W▇▇▇▇ Fargo Bank 1801 Avenue of the Stars L▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Account # 9371477226 ABA # 1▇▇▇▇▇▇▇▇Inc.
1.7 The Company and/or Podium may, in their its sole discretion, reject any subscription, in whole or in part, or terminate or withdraw the Offering in its entirety at any time prior to a closing in relation thereto. Neither the Company nor the Placement Agent shall be required to allocate among investors on a pro rata basis in the event of an over-subscriptionClosing.
Appears in 1 contract
Subscription Procedure. 1.1 1.1. Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such the number of Shares as is set forth upon the signature page hereof at a price of $1.10 0.50 per Share (the “Purchase Price”). The Company agrees to sell such Shares to the Subscriber for the Purchase Price.
1.2 1.2. The subscription period will begin as of August 21, 2008 the date of this Subscription Agreement and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Eastern Standard Time on October August 31, 20082024, unless extended on one or more occasions for up to an additional thirty (30) days by the Company, Podium and Board of Directors of the Placement Agent Company (as defined below) for up to an additional 90 days in their joint discretion (the “Termination Date”). The Shares will be offered on a “best efforts” basis as more particularly set forth in a Confidential Private Placement Memorandum and any supplements thereto (the “Offering Memorandumeffort”) which shall supersede in its entirety that Executive Summary dated August 19, 2008. The final Offering Memorandum will be provided to Subscribers in the Offering no later than one (1) day prior to the Termination Date. The consummation minimum investment per subscription of the Offering is $1,000, subject to the satisfaction of Company’s right to accept a lesser amount. There is no minimum number of conditions Shares that must be sold to be further described in close the Offering Memorandum, Offering. The Company may conduct one or more closings (each, a “Closing”) prior to the receipt of which conditions the Maximum Offering Amount of $1,500,000. In the event the Offering is oversubscribed in excess of the Maximum Offering Amount, the Offering may not occur.
1.3 Placement be increased up to the Over-Subscription Amount in the discretion of Shares will be made by WestPark Capital, Inc. the Company (the “Placement AgentOver-Subscription”), which will receive certain compensation therefore as will be more fully described in the Offering Memorandum.
1.4 1.3. The Purchase Price will be placed in escrow pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Placement Agent, the Company and D▇▇▇▇ ▇▇▇▇▇, Esq. as escrow agent, and shall be paid over sent directly to the Company at the closing of the purchase of the Shares in the Bank Account for this Offering (the “ClosingOffering Bank Account”) described in 1.5 below. Funds will be returned promptly, without interest or offset if this Subscription Agreement is not accepted by the Company, or the Offering is terminated pursuant to occur on its terms or by the Closing DateCompany prior to the any Closing.
1.5 The certificates for 1.4. Certificates representing the Shares bearing the name of the Subscriber will be delivered by the Company no later than thirty (30) days within a reasonable amount of time following the final Closing Dateof the Offering. The Subscriber hereby authorizes and directs the Company to deliver the securities aforementioned certificates to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated in the Investor Questionnaire, a form of which is attached hereto as attached.Exhibit A.
1.6 1.5. The Purchase Price for the Shares purchased hereunder shall be paid by certified checkpursuant to the following instructions: By wire transfer: Beneficiary: Vertical Data, payable to Law Offices of Inc. Choice Financial Group Client (Beneficiary) Name: Vertical Data Inc. Client Contact: D▇▇▇▇ ▇. ▇▇▇ Account Number: 202424389400 ACH Routing#: Wire Routing#: 0▇▇▇▇▇, a Professional Corporation, as escrow agent, or by wire transfer to Law Offices of D▇▇▇ Bank Address: 4▇▇▇ ▇. ▇▇▇▇▇ pursuant to the following instructions: Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation Subscription Escrow Account #1 W▇▇▇▇ Fargo Bank 1801 Avenue of the Stars L▇▇ ▇▇▇▇▇▇ ▇, ▇▇, ▇▇▇ ▇▇ ▇▇▇▇▇ Account # 9371477226 ABA # 1Beneficiary Address: 9▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ All checks which are mailed must be sent by overnight express (DHL, UPS, United States Postal Service Express, or Federal Express) with tracking numbers provided to the Company.
1.7 1.6. The Company and/or Podium may, in their sole discretion, reject any subscription, in whole or in part. The Company may, or in its sole discretion, terminate or withdraw the Offering in its entirety at any time prior to a closing Closing in relation thereto. Neither If this subscription is rejected in whole or the Offering is terminated, all funds received from the Subscriber will be returned without interest or offset, and this Subscription Agreement shall thereafter be of no further force or effect. If this subscription is rejected in part, the funds for the rejected portion of this subscription will be returned without interest or offset, and this Subscription Agreement will continue in full force and effect to the extent this subscription was accepted. The Company nor the Placement Agent shall not be required to allocate among investors on a pro rata basis in the event of an over-subscription.
Appears in 1 contract
Subscription Procedure. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Shares Units as is set forth upon the signature page hereof at a price of $1.10 0.75 per Share Unit (the “"Purchase Price”"). The Company agrees to sell such Shares Units to the Subscriber for the Purchase Price.
1.2 The subscription period will begin as of August 21March 8, 2008 2006 and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Eastern Standard Time on October 31April 30, 20082006, unless extended by the Company, Podium and the Placement Agent (as defined below) for up to an additional 90 days (the “"Termination Date”"). The Shares Units will be offered on a “"best efforts” " basis as more particularly set forth in a the Confidential Private Placement Memorandum dated March 2006 and any supplements thereto (the “"Offering Memorandum”) which shall supersede in its entirety that Executive Summary dated August 19, 2008"). The final Offering Memorandum will minimum dollar amount of Units that may be provided to Subscribers in purchased by the Offering no later than one (1) day prior to Subscriber is $30,000 unless Ironclad and the Termination DateCompany waive the requirement. The consummation of the Offering is subject to the satisfaction of a number of conditions to be conditions, as further described in the Offering Memorandum, one or more of which conditions may not occur.
1.3 Placement of Shares Units will be made by WestPark CapitalBrean Murray, Carret & Co., and GP Group, LLC, an ▇▇▇▇▇▇▇▇▇ ▇▇ Gemini Partners, Inc. (the “"Placement Agent”Agents"), which each of whom will receive certain compensation therefore therefor as will be provided in their Engagement Agreements, which are more fully described in the Offering Memorandum.
1.4 The Purchase Price will be placed in escrow pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Placement AgentAgents, the Company and D▇▇▇▇ ▇▇▇▇▇, Esq. American Stock Transfer Corporation as escrow agentagent (the "Escrow Agreement"), and shall be paid over to the Company at the closing of the purchase of the Shares Units in the Offering (the “"Closing”") to occur on the Closing Date.
1.5 The certificates for the Shares Common Stock together with the accompanying Warrants bearing the name of the Subscriber will be delivered by the Company no later than thirty fifteen (3015) days following the Closing Date. The Subscriber hereby authorizes and directs the Company to deliver the securities to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated in the Investor Questionnaire, as attached.
1.6 The Purchase Price for the Shares Units purchased hereunder shall be paid by certified check, payable to Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇, a Professional American Stock Transfer Corporation, as escrow agent, or by wire transfer to Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇ American Stock Transfer Corporation pursuant to the following instructions: Law Offices of DBank Name: JP Morgan Chase Bank ABA Routing No.: 021-▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation Subscription Escrow Account #1 W▇▇▇▇ Fargo Bank 1801 Avenue of the Stars L▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇-▇▇▇ Account # 9371477226 ABA # 1▇▇▇▇▇▇▇▇No. 323-213251 Account Name: American Stock Transfer & Trust Company - as agent for Ironclad Performance Wear Corporation
1.7 The Company and/or Podium Ironclad may, in their sole discretion, reject any subscription, in whole or in part, or terminate or withdraw the Offering in its entirety at any time prior to a closing in relation thereto. Neither the Company nor the Placement Agent shall be required to allocate among investors on a pro rata basis in the event of an over-subscription.
Appears in 1 contract
Sources: Subscription Agreement (Ironclad Performance Wear Corp)
Subscription Procedure. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Shares as is set forth upon the signature page hereof at a price of $1.10 1.60 per Share (the “Purchase Price”). The Company agrees to sell such Shares to the Subscriber for the Purchase Price.
1.2 The subscription period will begin as of August 21December 9, 2008 and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Eastern Standard Time on October 31February 10, 20082009, unless extended by the Company, Podium World Orient and the Placement Agent (as defined below) for up to an additional 90 days (the “Termination Date”). The Shares will be offered on a “best efforts” basis as more particularly set forth in a Confidential Private Placement Memorandum and any supplements thereto (the “Offering Memorandum”) which shall supersede in its entirety that Executive Summary dated August 19December 9, 2008. The final Offering Memorandum will be provided to Subscribers in the Offering no later than one (1) day prior to the Termination Date. The consummation of the Offering is subject to the satisfaction of a number of conditions to be further described in the Offering Memorandum, one or more of which conditions may not occur.
1.3 Placement of Shares will be made by WestPark Capital, Inc. (the “Placement Agent”), which will receive certain compensation therefore as will be more fully described in the Offering Memorandum.
1.4 The Purchase Price will be placed in escrow pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Placement Agent, the Company and D▇▇▇▇ ▇▇▇▇▇, Esq. as escrow agent, and shall be paid over to the Company at the closing of the purchase of the Shares in the Offering (the “Closing”) to occur on the Closing Date.
1.5 The certificates for the Shares bearing the name of the Subscriber will be delivered by the Company no later than thirty (30) days following the Closing Date. The Subscriber hereby authorizes and directs the Company to deliver the securities to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated in the Investor Questionnaire, as attached.
1.6 The Purchase Price for the Shares purchased hereunder shall be paid by certified check, payable to Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation, as escrow agent, or by wire transfer to Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇ pursuant to the following instructions: Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation Subscription Escrow Account #1 2 W▇▇▇▇ Fargo Bank 1801 Avenue of the Stars L▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Account # 9371477226 9371471510 ABA # 1▇▇▇▇▇▇▇▇
1.7 The Company and/or Podium World Orient may, in their sole discretion, reject any subscription, in whole or in part, or terminate or withdraw the Offering in its entirety at any time prior to a closing in relation thereto. Neither the Company nor the Placement Agent shall be required to allocate among investors on a pro rata basis in the event of an over-subscription.
Appears in 1 contract
Sources: Subscription Agreement (ZST Digital Networks, Inc.)
Subscription Procedure. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Shares as is set forth upon the signature page hereof at a price of $1.10 per Share (the “Purchase Price”). The Company agrees to sell such Shares to the Subscriber for the Purchase Price.
1.2 The subscription period will begin as of August 211, 2008 2007 and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Eastern Standard Time on October 31September 30, 20082007, unless extended by the Company, Podium Highpower and the Placement Agent (as defined below) for up to an additional 90 days (the “Termination Date”). The Shares will be offered on a “best efforts” basis as more particularly set forth in a Confidential Private Placement Memorandum and any supplements thereto (the “Offering Memorandum”) which shall supersede in its entirety that Executive Summary dated August 19July 17, 20082007. The final Offering Memorandum will be provided to Subscribers in the Offering no later than one (1) day prior to the Termination Date. The consummation of the Offering is subject to the satisfaction of a number of conditions to be further described in the Offering Memorandum, one or more of which conditions may not occur.
1.3 Placement of Shares will be made by WestPark Capital, Inc. (the “Placement Agent”), which will receive certain compensation therefore as will be more fully described in the Offering Memorandum.
1.4 The Purchase Price will be placed in escrow pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Placement Agent, the Company and D▇▇▇▇▇ ▇▇▇▇▇, Esq. as escrow agent, and shall be paid over to the Company at the closing of the purchase of the Shares in the Offering (the “Closing”) to occur on the Closing Date.
1.5 The certificates for the Shares Common Stock bearing the name of the Subscriber will be delivered by the Company no later than thirty (30) days following the Closing Date. The Subscriber hereby authorizes and directs the Company to deliver the securities to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated in the Investor Questionnaire, as attached.
1.6 The Purchase Price for the Shares purchased hereunder shall be paid by certified check, payable to Law Offices of D▇▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation, as escrow agent, or by wire transfer to Law Offices of D▇▇▇▇▇ ▇. ▇▇▇▇▇ pursuant to the following instructions: Law Offices of D▇▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation Subscription Escrow Account #1 W2 ▇▇▇▇▇ Fargo Bank 1801 Avenue of the Stars L▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Account # 9371477226 5763556098 ABA # 1▇▇▇▇▇▇▇▇▇
1.7 The Company and/or Podium Highpower may, in their sole discretion, reject any subscription, in whole or in part, or terminate or withdraw the Offering in its entirety at any time prior to a closing in relation thereto. Neither the Company nor the Placement Agent shall be required to allocate among investors on a pro rata basis in the event of an over-subscription.
Appears in 1 contract
Sources: Subscription Agreement (Hong Kong Highpower Technology, Inc.)
Subscription Procedure. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such the number of Shares Units as is set forth upon the signature page hereof at a price of $1.10 5.00 per Share Unit (the “Purchase Price”). The Company agrees to sell such Shares Units to the Subscriber for the Purchase Price, subject to the provisions of Section 1.7, below.
1.2 The subscription period will begin as of August 21, 2008 the date of this Subscription Agreement and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Eastern Standard Time on October 31April 6, 20082018, unless extended on one or more occasions for up to an additional 30 days by the Company, Podium Board of Directors of the Company and the Placement Agent (as defined below) for up to an additional 90 days in their joint discretion (the “Termination Date”). The Shares Units will be offered on a “best efforts” basis as more particularly set forth in a that Confidential Private Placement Memorandum and any supplements thereto (the “Offering Memorandum”) which shall supersede in its entirety that Executive Summary ), dated August 19December 7, 20082017. The final Offering Memorandum will be provided to Subscribers in minimum investment per subscription of the Offering is $50,000.00, subject to the Company’s right to accept a lesser amount. There is no later than minimum number of Units that must be sold to close the Offering. The Company may conduct one or more closings (1each, a “Closing”) day prior to the Termination Datereceipt of the Maximum Offering Amount of $5,000,000. In the event the Offering is oversubscribed in excess of the Maximum Offering Amount, the Offering may be increased up to the Over-Subscription Amount in the discretion of the Company (the “Over-Subscription”). The consummation of the Offering is subject to the satisfaction of a number of conditions to be further described in the Offering Memorandum, one or more of which conditions may not occur.
1.3 Placement of Shares the Units will be made by WestPark Capital, Inc. (the “Placement Agent”), which will receive certain compensation therefore as will be more fully described in the Offering Memorandum.
1.4 The Purchase Price will be placed in escrow pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Placement Agent, the Company and D▇▇▇▇ ▇▇▇▇▇Signature Bank, Esq. as escrow agentagent (the “Escrow Agent”), and such escrowed funds shall be transmitted and maintained in compliance with SEC Rule 15c2-4, as promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable, and shall be paid over released to the Company at one or more Closings. Such funds will be held for the closing of Subscriber’s benefit, and will be returned promptly, without interest or offset if this Subscription Agreement is not accepted by the purchase of the Shares in Company, or the Offering (is terminated pursuant to its terms or by the “Company or the Placement Agent prior to the any Closing”) to occur on the Closing Date.
1.5 The certificates for Certificates representing the Shares and the Warrants bearing the name of the Subscriber will be delivered by the Company no later than thirty (30) days within a reasonable amount of time following the final Closing Dateof the Offering. The Subscriber hereby authorizes and directs the Company to deliver the securities aforementioned certificates to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated in the Accredited Investor QuestionnaireRepresentation Letter, as attached.
1.6 The Purchase Price for the Shares Units purchased hereunder shall be paid by certified check, payable to Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation, as escrow agent, or by wire transfer to Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇ the Escrow Agent pursuant to the following instructions: Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation Subscription Escrow Beneficiary Bank: ABA: Beneficiary Name: Beneficiary Account #1 W▇▇▇▇ Fargo Bank 1801 Avenue of the Stars L▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Account # 9371477226 ABA # 1▇▇▇▇▇▇▇▇Number: Payable to: Mailed to:
1.7 The Company and/or Podium or the Placement Agent, may, in their sole discretion, reject any subscription, in whole or in part. The Company may, or in its sole discretion, terminate or withdraw the Offering in its entirety at any time prior to a closing Closing in relation thereto. If this subscription is rejected in whole or the Offering is terminated, all funds received from the Subscriber will be returned without interest or offset, and this Subscription Agreement shall thereafter be of no further force or effect. If this subscription is rejected in part, the funds for the rejected portion of this subscription will be returned without interest or offset, and this Subscription Agreement will continue in full force and effect to the extent this subscription was accepted. Neither the Company nor the Placement Agent shall be required to allocate among investors on a pro rata basis in the event of an over-subscription.
Appears in 1 contract
Sources: Subscription Agreement (Nyiax, Inc.)
Subscription Procedure. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such the number of Shares Units as is set forth upon the signature page hereof at a price of $1.10 5.50 per Share Unit (the “Purchase Price”). The Company agrees to sell such Shares Units to the Subscriber for the Purchase Price, subject to the provisions of Section 1.7, below.
1.2 The subscription period will begin as of August 21, 2008 the date of this Subscription Agreement and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Eastern Standard Time on October 31February 20, 20082020, unless extended on one or more occasions for up to an additional one hundred and eighty (180) days by the Company, Podium and Board of Directors of the Placement Agent Company (as defined below) for up to an additional 90 days in their joint discretion (the “Termination Date”). The Shares Units will be offered on a “best efforts” basis as more particularly set forth in a that Confidential Private Placement Memorandum and any supplements thereto (the “Offering Memorandum”) which shall supersede in its entirety that Executive Summary ), dated August 1922, 20082019. The final Offering Memorandum will be provided to Subscribers in minimum investment per subscription of the Offering is $50,000.00, subject to the Company’s right to accept a lesser amount. There is no later than minimum number of Units that must be sold to close the Offering. The Company may conduct one or more closings (1each, a “Closing”) day prior to the Termination Datereceipt of the Maximum Offering Amount of $30,250,000. In the event the Offering is oversubscribed in excess of the Maximum Offering Amount, the Offering may be increased up to the Over-Subscription Amount in the discretion of the Company (the “Over-Subscription”). The consummation of the Offering is subject to the satisfaction of a number of conditions to be further described in the Offering Memorandum, one or more of which conditions may not occur.
1.3 Placement of Shares will be made by WestPark Capital, Inc. (the “Placement Agent”), which will receive certain compensation therefore as will be more fully described in the Offering Memorandum.
1.4 The Purchase Price will be placed in escrow pursuant sent directly to an escrow agreement the Company separate Bank of America Bank Account for this Offering (the “Escrow AgreementOffering Bank Account”) by and among the Placement Agent), the Company and D▇▇▇▇ ▇▇▇▇▇, Esq. as escrow agent, and funds shall be paid over transmitted directly to the Company at each Closing(s). Funds will be returned promptly, without interest or offset if this Subscription Agreement is not accepted by the closing of Company, or the purchase of Offering is terminated pursuant to its terms or by the Company prior to the any Closing.
1.4 Certificates representing the Shares in and the Offering (the “Closing”) to occur on the Closing Date.
1.5 The certificates for the Shares Warrants bearing the name of the Subscriber will be delivered by the Company no later than thirty (30) days within a reasonable amount of time following the final Closing Dateof the Offering. The Subscriber hereby authorizes and directs the Company to deliver the securities aforementioned certificates to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated in the Investor Questionnaire, a form of which is attached hereto as attached.Exhibit A.
1.6 1.5 The Purchase Price for the Shares Units purchased hereunder shall be paid by certified check, payable to Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation, as escrow agent, or by wire transfer to Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇ pursuant to the following instructions: Law Offices Beneficiary NYIAX Bank of D▇▇▇▇ ▇. ▇▇▇▇▇America Client Name: NYIAX Inc Client Contact: Account Number: ACH Rou_ng#: Wire Rou_ng#: State Name: New York (NY) Payable to: NYIAX, a Professional Corporation Subscription Escrow Account #1 W▇▇▇▇ Fargo Bank 1801 Avenue of Inc. Mailed to: All checks which are mailed must be sent by overnight express (DHL, UPS, United States Postal Service Express, or Federal Express) with tracking numbers provided to the Stars L▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Account # 9371477226 ABA # 1▇▇▇▇▇▇▇▇Company.
1.7 1.6 The Company and/or Podium may, in their sole discretion, reject any subscription, in whole or in part. The Company may, or in its sole discretion, terminate or withdraw the Offering in its entirety at any time prior to a closing Closing in relation thereto. Neither If this subscription is rejected in whole or the Offering is terminated, all funds received from the Subscriber will be returned without interest or offset, and this Subscription Agreement shall thereafter be of no further force or effect. If this subscription is rejected in part, the funds for the rejected portion of this subscription will be returned without interest or offset, and this Subscription Agreement will continue in full force and effect to the extent this subscription was accepted. The Company nor the Placement Agent shall not be required to allocate among investors on a pro rata basis in the event of an over-subscription.
Appears in 1 contract
Sources: Subscription Agreement (Nyiax, Inc.)
Subscription Procedure. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such the number of Shares Units as is set forth upon the signature page hereof at a price of $1.10 25,000 per Share Unit (the “Purchase Price”). The Company agrees to sell such Shares Units to the Subscriber for the Purchase Price, subject to the provisions of Section 1.7, below.
1.2 The subscription period will begin as of August 21, 2008 the date of this Subscription Agreement and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Eastern Standard Time on October December 31, 20082017, unless jointly extended in three 30 day increments by the Company, Podium Company and the Placement Agent (as defined below) in their discretion, for up to an additional 90 days (the “Termination Date”). The Shares Units will be offered on a “reasonable best efforts” basis as more particularly set forth in a Confidential that Private Placement Memorandum and any supplements thereto (the “Offering Memorandum”) which shall supersede in its entirety that Executive Summary ), dated August 19September 7, 20082017. The final Offering Memorandum will be provided to Subscribers in minimum investment per subscription of the Offering is $25,000, subject to the Company’s right to accept a lesser amount. There is no later than minimum number of Units that must be sold to close the Offering. The Company may conduct one or more closings (1each, a “Closing”) day prior to the Termination Datereceipt of the maximum offering amount of $3,000,000. The consummation of the Offering is subject to the satisfaction of a number of conditions to be further described in the Offering Memorandum, one or more of which conditions may not occur.
1.3 Placement of Shares the Units will be made by WestPark Capital, Inc. (the “Placement Agent”), which will receive certain compensation therefore therefor as will be more fully described in the Offering Memorandum.
1.4 The Purchase Price will be placed in escrow pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Placement Agent, the Company and D▇▇▇▇ ▇▇▇▇▇Signature Bank, Esq. as escrow agentagent (the “Escrow Agent”), and such escrowed funds shall be transmitted and maintained in compliance with SEC Rule 15c2-4, as promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable, and shall be paid over released to the Company at one or more Closings. Such funds will be held for the closing of Subscriber's benefit, and will be returned promptly, without interest or offset if this Subscription Agreement is not accepted by the purchase of the Shares in Company, or the Offering (is terminated pursuant to its terms or by the “Company or the Placement Agent prior to any Closing”) to occur on the Closing Date.
1.5 The certificates for Certificates representing the Shares and the Warrants bearing the name of the Subscriber will be delivered by the Company within a reasonable amount of time following each Closing of the Offering, but in no event later than thirty (30) 7 business days following the Closing Datedate of such Closing. The Subscriber hereby authorizes and directs the Company to deliver the securities aforementioned certificates to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated in the Investor Questionnaire, Questionnaire (as attacheddefined below).
1.6 The Purchase Price for the Shares Units purchased hereunder shall be paid by certified check, payable to Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation, as escrow agent, or by wire transfer to Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇ the Escrow Agent pursuant to the following instructions: Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation Subscription Escrow Account #1 W▇▇▇▇ Fargo Wire Transfer: Beneficiary Bank: Signature Bank 1801 Avenue of the Stars L▇▇ ABA: ▇▇▇▇▇▇▇, ▇▇ Beneficiary Name: Signature Bank as Escrow Agent for Tapinator, Inc. Beneficiary Account Number: ▇▇▇▇▇ Account # 9371477226 ABA # 1▇▇▇▇▇▇▇▇
1.7 The Company and/or Podium or the Placement Agent, may, in their sole discretion, reject any subscription, in whole or in part. The Company may, or in its sole discretion, terminate or withdraw the Offering in its entirety at any time prior to a closing Closing in relation thereto. If this subscription is rejected in whole or the Offering is terminated, all funds received from the Subscriber will be returned without interest or offset, and this Subscription Agreement shall thereafter be of no further force or effect. If this subscription is rejected in part, the funds for the rejected portion of this subscription will be returned without interest or offset, and this Subscription Agreement will continue in full force and effect to the extent this subscription was accepted. Neither the Company nor the Placement Agent shall be required to allocate among investors on a pro rata basis in the event of an over-subscription.
Appears in 1 contract
Subscription Procedure. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Shares as is set forth upon the signature page hereof at a price of $1.10 1.35 per Share (the “Purchase Price”). The Company agrees to sell such Shares to the Subscriber for the Purchase Price.
1.2 The subscription period will begin as of August 21began on April 1, 2008 2009 and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Eastern Standard Time on October 31June 30, 20082009, unless extended for up to an additional 90 days by the Company, Podium Attainment Holdings and the Placement Agent (as defined below) for up to an additional 90 days (the “Termination Date”). The Shares will be offered on a “best efforts” basis as more particularly set forth in a Amended and Restated Confidential Private Placement Memorandum and any supplements thereto (the “Offering Memorandum”) ), which shall supersede in its entirety that Executive Summary dated August 19March 23, 20082009, in addition to other offering memoranda. The Offering may take place through an initial closing and one or more subsequent closings, with the closing applicable to this Agreement being referred to as the “Closing”. The final Offering Memorandum will be provided to Subscribers in the Offering no later than one (1) day prior to the Termination DateClosing. The consummation of the Offering is subject to the satisfaction of a number of conditions to be further described in the Offering Memorandum, one or more of which conditions may not occur.
1.3 Placement of Shares will be made by WestPark Capital, Inc. (the “Placement Agent”), which will receive certain compensation therefore as will be more fully described in the Offering Memorandum.
1.4 The Purchase Price will be placed in escrow pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Placement Agent, the Company and D▇▇▇▇ ▇▇▇▇▇, Esq. as escrow agent, and shall be paid over to the Company at the closing a Closing of the purchase of the Shares in the Offering (the “Closing”) to occur on the Closing DateOffering.
1.5 The certificates for the Shares Common Stock bearing the name of the Subscriber will be delivered by the Company no later than thirty (30) days following the Closing Datein which the Subscriber participates. The Subscriber hereby authorizes and directs the Company to deliver the securities to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated in the Investor Questionnaire, as attached.
1.6 The Purchase Price for the Shares purchased hereunder shall be paid by certified check, payable to Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation, as escrow agent, or by wire transfer to Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇ pursuant to the following instructions: Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation Subscription Escrow China Electric Motor Account #1 W▇▇▇▇ Fargo Bank 1801 Avenue of the Stars L▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Account # 9371477226 ABA # 1▇▇▇▇▇▇▇▇
1.7 The Company and/or Podium Attainment Holdings may, in their sole discretion, reject any subscription, in whole or in part, or terminate or withdraw the Offering in its entirety at any time prior to a closing in relation thereto. Neither the Company nor the Placement Agent shall be required to allocate among investors on a pro rata basis in the event of an over-subscription.
Appears in 1 contract
Sources: Subscription Agreement (China Electric Motor, Inc.)
Subscription Procedure. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Shares as is set forth upon the signature page hereof at a price of $1.10 2.25 per Share (the “Purchase Price”). The Company agrees to sell such Shares to the Subscriber for the Purchase Price, subject to the provisions of Section 1.7 below.
1.2 The subscription period will begin as of August 21on November [8], 2008 2010 and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Eastern Standard Time on October March 31, 20082011, unless extended for up to an additional 90 days by the Company, Podium Wesen BVI and the Placement Agent (as defined below) for up to an additional 90 days (the “Termination Date”). The Shares will be offered on a “best efforts” basis as more particularly set forth in a Confidential Private Placement Memorandum and any supplements thereto (the “Offering Memorandum”) ), which shall supersede in its entirety that Executive Summary dated August 19October 27, 20082010, in addition to other offering memoranda. The Offering will take place through an initial closing on the Closing Date, and there may be one or more subsequent closings of the Offering thereafter, with the closing applicable to this Subscription Agreement being referred to as the “Closing.” The final Offering Memorandum will be provided to Subscribers in the Offering no later than one (1) day prior to the Termination Dateapplicable Closing. The consummation of the Offering is subject to the satisfaction of a number of conditions to be further described in the Offering Memorandum, one or more of which conditions may not occur.
1.3 Placement of the Shares will be made by WestPark Capital, Inc. (the “Placement Agent”), which will receive certain compensation therefore as will be more fully described in the Offering Memorandum.
1.4 The Purchase Price will be placed in escrow pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Placement Agent, the Company and DW▇▇▇▇ ▇▇▇▇▇Fargo, Esq. National Association, as escrow agentagent (the “Escrow Agent”), and such escrowed funds shall be transmitted and maintained in compliance with SEC Rule 15c2-4, as promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable, and shall be paid over to the Company at the closing of Closing. Such funds will be held for the purchase of Subscriber's benefit, and will be returned promptly, without interest or offset if this Subscription Agreement is not accepted by the Shares in Company, the Offering (is terminated pursuant to its terms or by the “Company or the Placement Agent prior to the Closing”) to occur on , or the Closing DateMinimum Offering Amount is not sold.
1.5 The certificates for the Shares bearing the name of the Subscriber will be delivered by the Company no later than thirty (30) days within a reasonable amount of time following the final Closing Dateof the Offering. The Subscriber hereby authorizes and directs the Company to deliver the securities Shares to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated in the Investor Questionnaire, as attached.
1.6 The Purchase Price for the Shares purchased hereunder shall be paid to the Escrow Agent pursuant to the following instructions: If by certified checkwire transfer: W▇▇▇▇ Fargo Bank, payable to Law Offices of DN.A. ABA # 1▇▇▇▇▇▇▇▇ BNF: Corporate Trust Clearing FFC: Esc A/C #: 80617700 SRKP 23/ WestPark Capital Subscription Attn: K▇▇▇ ▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ Payable to: “W▇▇▇▇ Fargo Bank, N.A.” Memo: “SRKP 23/ WestPark Capital” Mailed to: 1▇▇▇ ▇▇▇▇▇▇ ▇. ▇ ▇▇▇ ▇▇▇▇▇, a Professional Corporation, as escrow agent, or by wire transfer to Law Offices of D▇▇▇▇▇ ▇. ▇▇▇▇▇ pursuant to the following instructions: Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation Subscription Escrow Account #1 W▇▇▇▇ Fargo Bank 1801 Avenue of the Stars L▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Account # 9371477226 ABA # 1Attn: P▇▇▇ ▇▇▇▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇
1.7 The Company and/or Podium Wesen BVI may, in their sole discretion, reject any subscription, in whole or in part, or terminate or withdraw the Offering in its entirety at any time prior to a closing Closing in relation thereto. If this subscription is rejected in whole, the Offering is terminated or the Minimum Offering Amount is not raised, all funds received from the Subscriber will be returned without interest or offset, and this Subscription Agreement shall thereafter be of no further force or effect. If this subscription is rejected in part, the funds for the rejected portion of this subscription will be returned without interest or offset, and this Subscription Agreement will continue in full force and effect to the extent this subscription was accepted. Neither the Company nor the Placement Agent shall be required to allocate among investors on a pro rata basis in the event of an over-subscription.
Appears in 1 contract
Sources: Subscription Agreement (China Wesen Recycling Technology, Inc.)
Subscription Procedure. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such the number of Shares shares of Common Stock as is set forth upon the signature page hereof at a price of $1.10 4.60 per Share share (the “Purchase Price”). The Company agrees to sell such Shares shares of Common Stock to the Subscriber for the Purchase Price, subject to the provisions of Section 1.7, below.
1.2 The subscription period will begin as of August 21, 2008 the date of this Subscription Agreement and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Eastern Standard Time on October 31May 1, 20082017, unless extended for up to an additional 90 days by the Company, Podium Company and the Placement Agent (as defined below) for up to an additional 90 days in their joint discretion (the “Termination Date”). The Shares Common Stock will be offered on a “best efforts” basis as more particularly set forth in a that Confidential Private Placement Memorandum and any supplements thereto (the “Offering Memorandum”) which shall supersede in its entirety that Executive Summary ), dated August 19January 24, 20082017. The final Offering Memorandum will be provided to Subscribers in minimum investment per subscription of the Offering is $50,000.00, subject to the Company’s right to accept a lesser amount. There is no later than minimum number of Shares that must be sold to close the Offering. The Company may conduct one or more closings (1each, a “Closing”) day prior to the Termination Datereceipt of the maximum offering amount of $4,000,000. In the event the Offering is oversubscribed in excess of the maximum offering amount, the Offering may be increased up to $6,000,000 (the “Over-Subscription”). The consummation of the Offering is subject to the satisfaction of a number of conditions to be further described in the Offering Memorandum, one or more of which conditions may not occur.
1.3 Placement of Shares the Common Stock will be made by WestPark Capital, Inc. (the “Placement Agent”), which will receive certain compensation therefore as will be more fully described in the Offering Memorandum.
1.4 The Purchase Price will be placed in escrow pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Placement Agent, the Company and D▇▇▇▇ ▇▇▇▇▇Signature Bank, Esq. as escrow agentagent (the “Escrow Agent”), and such escrowed funds shall be transmitted and maintained in compliance with SEC Rule 15c2-4, as promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable, and shall be paid over released to the Company at one or more Closings. Such funds will be held for the closing of Subscriber’s benefit, and will be returned promptly, without interest or offset if this Subscription Agreement is not accepted by the purchase of the Shares in Company, or the Offering (is terminated pursuant to its terms or by the “Company or the Placement Agent prior to the any Closing”) to occur on the Closing Date.
1.5 The certificates for the Shares Certificates representing shares of Common Stock bearing the name of the Subscriber will be delivered by the Company no later than thirty (30) days within a reasonable amount of time following the final Closing Dateof the Offering. The Subscriber hereby authorizes and directs the Company to deliver the securities aforementioned certificates to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated in the Investor Questionnaire, as attached.
1.6 The Purchase Price for the Shares purchased hereunder shall be paid by certified check, payable to Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation, as escrow agent, or by wire transfer to Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇ the Escrow Agent pursuant to the following instructions: Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation Subscription Escrow Beneficiary Bank: ABA: Beneficiary Name: Beneficiary Account #1 W▇▇▇▇ Fargo Bank 1801 Avenue of the Stars L▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Account # 9371477226 ABA # 1▇▇▇▇▇▇▇▇Number: Payable to: Mailed to:
1.7 The Company and/or Podium or the Placement Agent, may, in their sole discretion, reject any subscription, in whole or in part. The Company may, or in its sole discretion, terminate or withdraw the Offering in its entirety at any time prior to a closing Closing in relation thereto. If this subscription is rejected in whole or the Offering is terminated, all funds received from the Subscriber will be returned without interest or offset, and this Subscription Agreement shall thereafter be of no further force or effect. If this subscription is rejected in part, the funds for the rejected portion of this subscription will be returned without interest or offset, and this Subscription Agreement will continue in full force and effect to the extent this subscription was accepted. Neither the Company nor the Placement Agent shall be required to allocate among investors on a pro rata basis in the event of an over-subscription.
Appears in 1 contract
Sources: Subscription Agreement (Nyiax, Inc.)
Subscription Procedure. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Shares Units as is set forth upon the signature page hereof at a price of $1.10 0.75 per Share Unit (the “"Purchase Price”"). The Company agrees to sell such Shares Units to the Subscriber for the Purchase Price.
1.2 The subscription period will begin as of August 21March 8, 2008 2006 and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Eastern Standard Time on October 31April 30, 20082006, unless extended by the Company, Podium and the Placement Agent (as defined below) for up to an additional 90 days (the “"Termination Date”"). The Shares Units will be offered on a “"best efforts” " basis as more particularly set forth in a the Confidential Private Placement Memorandum dated March 2006 and any supplements thereto (the “"Offering Memorandum”) which shall supersede in its entirety that Executive Summary dated August 19, 2008"). The final Offering Memorandum will minimum dollar amount of Units that may be provided to Subscribers in purchased by the Offering no later than one (1) day prior to Subscriber is $30,000 unless Ironclad and the Termination DateCompany waive the requirement. The consummation of the Offering is subject to the satisfaction of a number of conditions to be conditions, as further described in the Offering Memorandum, one or more of which conditions may not occur.
1.3 Placement of Shares Units will be made by WestPark CapitalBrean Murray & Co., Inc an▇ GP Group, LLC, an affiliate of Gemini Partners, Inc. (the “"Placement Agent”Agents"), which each of whom will receive certain compensation therefore therefor as will be provided in their Engagement Agreements, which are more fully described in the Offering Memorandum.
1.4 The Purchase Price will be placed in escrow pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Placement AgentAgents, the Company and D▇▇▇▇ ▇▇▇▇▇, Esq. American Stock Transfer Corporation as escrow agentagent (the "Escrow Agreement"), and shall be paid over to the Company at the closing of the purchase of the Shares Units in the Offering (the “"Closing”") to occur on the Closing Date.
1.5 The certificates for the Shares Common Stock together with the accompanying Warrants bearing the name of the Subscriber will be delivered by the Company no later than thirty fifteen (3015) days following the Closing Date. The Subscriber hereby authorizes and directs the Company to deliver the securities to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated in the Investor Questionnaire, as attached.
1.6 The Purchase Price for the Shares Units purchased hereunder shall be paid by certified check, payable to Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇, a Professional American Stock Transfer Corporation, as escrow agent, or by wire transfer to Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇ American Stock Transfer Corporation pursuant to the following instructions: Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation Subscription Escrow Account #1 W▇▇▇▇ Fargo Bank 1801 Avenue of the Stars L▇▇ Name: JP Morgan Chase Bank ABA Routing No.: 021-000-021 ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ No. [________________] Account # 9371477226 ABA # 1▇▇▇▇▇▇▇▇Name: American Stock Transfer & Trust Company - Europa Trade Agency Ltd. Escrow Account
1.7 The Company and/or Podium Ironclad may, in their sole discretion, reject any subscription, in whole or in part, or terminate or withdraw the Offering in its entirety at any time prior to a closing in relation thereto. Neither the Company nor the Placement Agent shall be required to allocate among investors on a pro rata basis in the event of an over-subscription.
Appears in 1 contract
Subscription Procedure. 1.1 1.1. Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such the number of Shares as is set forth upon the signature page hereof at a price of $1.10 0.50 per Share (the “Purchase Price”). The Company agrees to sell such Shares to the Subscriber for the Purchase Price.
1.2 1.2. The subscription period will begin as of August 21, 2008 the date of this Subscription Agreement and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Eastern Standard Time on October August 31, 20082024, unless extended on one or more occasions for up to an additional thirty (30) days by the Company, Podium and Board of Directors of the Placement Agent Company (as defined below) for up to an additional 90 days in their joint discretion (the “Termination Date”). The Shares will be offered on a “best efforts” basis as more particularly set forth in a Confidential Private Placement Memorandum and any supplements thereto (the “Offering Memorandumeffort”) which shall supersede in its entirety that Executive Summary dated August 19, 2008. The final Offering Memorandum will be provided to Subscribers in the Offering no later than one (1) day prior to the Termination Date. The consummation minimum investment per subscription of the Offering is $1,000, subject to the satisfaction of Company’s right to accept a lesser amount. There is no minimum number of conditions Shares that must be sold to be further described in close the Offering Memorandum, Offering. The Company may conduct one or more closings (each, a “Closing”) prior to the receipt of which conditions the Maximum Offering Amount of $1,500,000. In the event the Offering is oversubscribed in excess of the Maximum Offering Amount, the Offering may not occur.
1.3 Placement be increased up to the Over-Subscription Amount in the discretion of Shares will be made by WestPark Capital, Inc. the Company (the “Placement AgentOver-Subscription”), which will receive certain compensation therefore as will be more fully described in the Offering Memorandum.
1.4 1.3. The Purchase Price will be placed in escrow pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Placement Agent, the Company and D▇▇▇▇ ▇▇▇▇▇, Esq. as escrow agent, and shall be paid over sent directly to the Company at the closing of the purchase of the Shares in the Bank Account for this Offering (the “ClosingOffering Bank Account”) described in 1.5 below. Funds will be returned promptly, without interest or offset if this Subscription Agreement is not accepted by the Company, or the Offering is terminated pursuant to occur on its terms or by the Closing DateCompany prior to the any Closing.
1.5 The certificates for 1.4. Certificates representing the Shares bearing the name of the Subscriber will be delivered by the Company no later than thirty (30) days within a reasonable amount of time following the final Closing Dateof the Offering. The Subscriber hereby authorizes and directs the Company to deliver the securities aforementioned certificates to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated in the Investor Questionnaire, a form of which is attached hereto as attached.Exhibit A.
1.6 1.5. The Purchase Price for the Shares purchased hereunder shall be paid by certified check, payable pursuant to Law Offices of the following instructions: By wire transfer: Beneficiary: Vertical Data Inc. Choice Financial Group Client (Beneficiary) Name: Vertical Data Inc. Client Contact: D▇▇▇▇ ▇. ▇▇▇ Account Number: 202424389400 ACH Routing#: Wire Routing#: 0▇▇▇▇▇, a Professional Corporation, as escrow agent, or by wire transfer to Law Offices of D▇▇▇ Bank Address: 4▇▇▇ ▇. ▇▇▇▇▇ pursuant to the following instructions: Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation Subscription Escrow Account #1 W▇▇▇▇ Fargo Bank 1801 Avenue of the Stars L▇▇ ▇▇▇▇▇▇ ▇, ▇▇, ▇▇▇ ▇▇ ▇▇▇▇▇ Account # 9371477226 ABA # 1Beneficiary Address: 9▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ All checks which are mailed must be sent by overnight express (DHL, UPS, United States Postal Service Express, or Federal Express) with tracking numbers provided to the Company.
1.7 1.6. The Company and/or Podium may, in their sole discretion, reject any subscription, in whole or in part. The Company may, or in its sole discretion, terminate or withdraw the Offering in its entirety at any time prior to a closing Closing in relation thereto. Neither If this subscription is rejected in whole or the Offering is terminated, all funds received from the Subscriber will be returned without interest or offset, and this Subscription Agreement shall thereafter be of no further force or effect. If this subscription is rejected in part, the funds for the rejected portion of this subscription will be returned without interest or offset, and this Subscription Agreement will continue in full force and effect to the extent this subscription was accepted. The Company nor the Placement Agent shall not be required to allocate among investors on a pro rata basis in the event of an over-subscription.
Appears in 1 contract
Subscription Procedure. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Shares as is set forth upon the signature page hereof at a price of $1.10 1.80 per Share (the “Purchase Price”). The Company agrees to sell such Shares to the Subscriber for the Purchase Price.
1.2 The subscription period will begin as of August 21June 23, 2008 and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Eastern Standard Time on October 31August 30, 2008, unless extended by the Company, Podium Niveous and the Placement Agent (as defined below) for up to an additional 90 days (the “Termination Date”). The Shares will be offered on a “best efforts” basis as more particularly set forth in a Confidential Private Placement Memorandum and any supplements thereto (the “Offering Memorandum”) which shall supersede in its entirety that Executive Summary dated August 19June 12, 2008. The final Offering Memorandum will be provided to Subscribers in the Offering no later than one (1) day prior to the Termination Date. The consummation of the Offering is subject to the satisfaction of a number of conditions to be further described in the Offering Memorandum, one or more of which conditions may not occur.
1.3 Placement of Shares will be made by WestPark Capital, Inc. (the “Placement Agent”), which will receive certain compensation therefore as will be more fully described in the Offering Memorandum.
1.4 The Purchase Price will be placed in escrow pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Placement Agent, the Company and D▇▇▇▇ ▇▇▇▇▇, Esq. as escrow agent, and shall be paid over to the Company at the closing of the purchase of the Shares in the Offering (the “Closing”) to occur on the Closing Date.
1.5 The certificates for the Shares Common Stock bearing the name of the Subscriber will be delivered by the Company no later than thirty (30) days following the Closing Date. The Subscriber hereby authorizes and directs the Company to deliver the securities to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated in the Investor Questionnaire, as attached.
1.6 The Purchase Price for the Shares purchased hereunder shall be paid by certified check, payable to Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation, as escrow agent, or by wire transfer to Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇ pursuant to the following instructions: Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation Subscription Escrow Account #1 2 W▇▇▇▇ Fargo Bank 1801 Avenue of the Stars L▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Account # 9371477226 7682761510 ABA # 1▇▇▇▇▇▇▇▇
1.7 The Company and/or Podium Niveous may, in their sole discretion, reject any subscription, in whole or in part, or terminate or withdraw the Offering in its entirety at any time prior to a closing in relation thereto. Neither the Company nor the Placement Agent shall be required to allocate among investors on a pro rata basis in the event of an over-subscription.
Appears in 1 contract
Sources: Subscription Agreement (NIVS IntelliMedia Technology Group, Inc.)
Subscription Procedure. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Shares shares of Common Stock as is set forth upon the signature page hereof at a price of $1.10 1.00 per Share share (the “"Purchase Price”"). The Company agrees to sell such Shares shares of Common Stock to the Subscriber for the Purchase Price.
1.2 The subscription period will begin as of August 21December 14, 2008 2004 and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Eastern Standard Time on October 31December 15, 20082004, unless extended by the Company, Podium Company and the Placement Agent (as defined below) Trafficlogic for up to an additional 90 days (the “"Termination Date”"). The Shares Common Stock will be offered on a “best efforts” basis and sold as more particularly set forth in a the Confidential Private Placement Offering Memorandum dated December 14, 2004 and any supplements thereto (the “"Offering Memorandum”) which shall supersede in its entirety that Executive Summary dated August 19, 2008"). The final Offering Memorandum will minimum dollar amount of Common Stock that may be provided to Subscribers in purchased by the Offering no later than one (1) day prior to Subscriber is $25,000 unless Trafficlogic and the Termination DateCompany waive the minimum purchase requirement. The consummation of the Offering is subject to the satisfaction of a number of conditions to be conditions, as further described in the Offering Memorandum, one or more of which conditions may not occur.
1.3 Placement of Shares will be made by WestPark Capital, Inc. (the “Placement Agent”), which will receive certain compensation therefore as will be more fully described in the Offering Memorandum.
1.4 The Purchase Price will be placed in escrow pursuant to an escrow agreement by and among, the Company, Trafficlogic and McGuireWoods LLP as escrow agent (the “"Escrow Agreement”") by and among the Placement Agent, the Company and D▇▇▇▇ ▇▇▇▇▇, Esq. as escrow agent, and shall be paid over to the Company at the closing of the purchase of the Shares Common Stock in the Offering (the “"Closing”") to occur on the Closing Date.
1.5 1.4 The certificates for the Shares Common Stock bearing the name of the Subscriber will be delivered by the Company no later than thirty fifteen (3015) days following the Closing Date. The Subscriber hereby authorizes and directs the Company to deliver the securities to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated in the Investor Questionnaire attached hereto as Exhibit A (the "Investor Questionnaire, as attached").
1.6 1.5 The Purchase Price for the Shares Common Stock purchased hereunder shall be paid only by (i) certified check, payable to Law Offices of DMcGuireWoods LLP, as escrow agent or (ii) by wire transfer to McGuireWoods LLP pursuant to the following instructions: BANK OF AMERICA ABA: 026009593 (Domestic Wires) Swift Code: BOFAUS3N (Internatio▇▇▇ ▇▇▇▇▇) Credit: McGuireWoods LLP IOL▇▇ ▇▇▇▇▇nt Account Number: 2101206537 Reference: (Louis W. Zehil / 2043356-0001) Trafficlogic/MAC Subscription ▇▇▇▇▇▇ ▇▇▇▇▇reWoods Accounting Contact: Kareemah L. Boone (804) 775-1239 Bank Contact: Patrick Comia (888) 84▇-▇▇▇▇, ▇▇▇. ▇, ▇x▇. ▇▇▇▇▇, a Professional Corporation, as escrow agent, or by wire transfer to Law Offices of D▇▇
1.6 The Compa▇▇ ▇. ▇▇▇▇▇ pursuant to the following instructions: Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation Subscription Escrow Account #1 W▇▇▇▇ Fargo Bank 1801 Avenue of the Stars L▇▇ ▇▇▇▇▇▇c▇, ▇▇▇▇ ▇▇▇, ▇▇ Account # 9371477226 ABA # 1▇▇▇▇▇▇▇▇
1.7 The Company and/or Podium may, in their sole discretion, reject any subscription, in whole or in part, or terminate or withdraw the Offering in its entirety at any time prior to a closing in relation theretothereof. Neither the The Company nor the Placement Agent shall not be required to allocate shares of Common Stock among investors on a pro rata rata, or any other, basis in the event of an over-subscriptionsubscription therefor.
Appears in 1 contract
Subscription Procedure. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such the number of Shares shares of Common Stock as is set forth upon the signature page hereof at a price of $1.10 3.30 per Share share (the “Purchase Price”). The Company agrees to sell such Shares shares of Common Stock to the Subscriber for the Purchase Price, subject to the provisions of Section 1.7, below.
1.2 The subscription period will begin as of August 21May 25, 2008 2016 and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Eastern Standard Time on October 31July 25, 20082016, unless extended for up to an additional 30 days by the Company, Podium Company and the Placement Agent (as defined below) for up to an additional 90 days (the “Termination Date”). The Shares Common Stock will be offered on a “best efforts” basis as more particularly set forth in a that Confidential Private Placement Memorandum and any supplements thereto (the “Offering Memorandum”) which shall supersede in its entirety that Executive Summary ), dated August 19May 26, 20082016. The final minimum investment per subscription of this Offering Memorandum will is $50,000.00, subject to the Company’s right to accept a lesser amount. There is no minimum number of Shares that must be provided sold to Subscribers in the Offering no later than close this Offering. The Company may conduct one or more closings (1each, a “Closing”) day prior to the Termination Datereceipt of the maximum offering amount of $2,500,000. The consummation of the Offering is subject to the satisfaction of a number of conditions to be further described in the Offering Memorandum, one or more of which conditions may not occur.
1.3 Placement of Shares the Common Stock will be made by WestPark Capital, Inc. (the “Placement Agent”), which will receive certain compensation therefore as will be more fully described in the Offering Memorandum.
1.4 The Purchase Price will be placed in escrow pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Placement Agent, the Company and D▇▇▇▇ ▇▇▇▇▇Signature Bank, Esq. N.A., as escrow agentagent (the “Escrow Agent”), and such escrowed funds shall be transmitted and maintained in compliance with SEC Rule 15c2-4, as promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable, and shall be paid over released to the Company at one or more Closings. Such funds will be held for the closing of Subscriber’s benefit, and will be returned promptly, without interest or offset if this Subscription Agreement is not accepted by the purchase of the Shares in Company, or the Offering (is terminated pursuant to its terms or by the “Company or the Placement Agent prior to the any Closing”) to occur on the Closing Date.
1.5 The certificates for the Shares Certificates representing shares of Common Stock bearing the name of the Subscriber will be delivered by the Company no later than thirty (30) days within a reasonable amount of time following the final Closing Dateof the Offering. The Subscriber hereby authorizes and directs the Company to deliver the securities aforementioned certificates to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated in the Investor Questionnaire, as attached.
1.6 The Purchase Price for the Shares purchased hereunder shall be paid by certified check, payable to Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation, as escrow agent, or by wire transfer to Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇ the Escrow Agent pursuant to the following instructions: Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation Subscription Escrow Account #1 W▇▇▇▇ Fargo Bank 1801 Avenue of the Stars L▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Account # 9371477226 ABA # 1▇▇▇▇▇▇▇▇If by wire transfer: If by check: Payable to: Memo: Mailed to:
1.7 The Company and/or Podium or the Placement Agent, may, in their sole discretion, reject any subscription, in whole or in part. The Company may, or in its sole discretion, terminate or withdraw the Offering in its entirety at any time prior to a closing Closing in relation thereto. If this subscription is rejected in whole or the Offering is terminated, all funds received from the Subscriber will be returned without interest or offset, and this Subscription Agreement shall thereafter be of no further force or effect. If this subscription is rejected in part, the funds for the rejected portion of this subscription will be returned without interest or offset, and this Subscription Agreement will continue in full force and effect to the extent this subscription was accepted. Neither the Company nor the Placement Agent shall be required to allocate among investors on a pro rata basis in the event of an over-subscription.
Appears in 1 contract
Sources: Subscription Agreement (Nyiax, Inc.)