Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests (the “Securities”), of YSMD Series Buttonwood 19-3 LLC, a registered series of a Delaware series limited liability company (the “Company”), at a purchase price of $5.00 per membership interest (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 4,514,621 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.
Appears in 3 contracts
Sources: Subscription Agreement (Ysmd, LLC), Subscription Agreement (Ysmd, LLC), Subscription Agreement (Ysmd, LLC)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Class A Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCSlideBelts Inc., a registered series of a Delaware series limited liability company corporation (the “Company”), at a purchase price of $5.00 0.37 per membership interest share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest Class A Common Stock are as set forth in Amended and Restated Articles of Incorporation of the Operating Agreement of YSMDCompany, LLC and as amended (the respective series designation“Restated Articles”), filed as Exhibits an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 _ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 13,513,513 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.
Appears in 3 contracts
Sources: Subscription Agreement (SlideBelts Inc.), Subscription Agreement (SlideBelts Inc.), Subscription Agreement (SlideBelts Inc.)
Subscription. (a) The undersigned person executing this Agreement (“Subscriber”) hereby irrevocably subscribes for and agrees (subject to a minimum purchase of ten (10) shares) to purchase Series Interests shares for a total consideration of $ thousand dollars (“Purchase Price”) of Class A Non-Voting Preferred Shares, $1,000.00 par value per share (such shares, the “SecuritiesPreferred Shares,” and such share, the “Share”), of YSMD Series Buttonwood 19-3 LLCTuscan Gardens Senior Living Communities, Inc., a registered series of a Delaware series limited liability company Florida corporation (the “Company”), at a purchase price of $5.00 1,000.00 per membership interest Preferred Share (the “Per Security Subscription Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are Preferred Share is being offered pursuant to an offering circular dated ______________October 1, 2022 2019 (the “Offering Circular”) ), filed with the SEC as part of the Company’s Offering Statement on Form 1-A (the “Offering Statement”) in connection with the Company’s offering of up to $50,000,000 of Class A Non-Voting Preferred Shares (the “Offering”). By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including the exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s no payment (or portion thereof if partially rejected) will be returned made by Subscriber to Subscriber without interest the Company and all of Subscriber’s obligations hereunder relating to the rejected subscription shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close accept all or any portion of this offering, Offering on various dates at or prior to the Termination Date (each each, a “Closing Date”).
(e) In the event of rejection of this subscription in its entiretysubscription, or in the event the sale of the Securities (or any portion thereof) to Investor Preferred Share is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.
Appears in 3 contracts
Sources: Subscription Agreement, Subscription Agreement (Tuscan Gardens Senior Living Communities, Inc.), Subscription Agreement (Tuscan Gardens Senior Living Communities, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCLegion Works, a registered series of a Delaware series limited liability company corporation (the “Company”), at a purchase price of $5.00 0.50 per membership interest share (the “Per Security Price”), ) with a minimum purchase of 2000 shares or $1,000 or higher subject to the discretionary of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest Preferred Stock are as set forth in the Operating Agreement Certificate of YSMDIncorporation, LLC and as amended, included in the respective series designation, filed as Exhibits to the Offering Statement Circular of the Company company filed with the SEC (the “Offering StatementCircular”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 _________________ (the “Offering Circular”) ), filed with the SEC as part of the Offering StatementCircular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto the Exhibits thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 57,000,000 Units (the “Maximum Offeringmaximum number of Units”). The Company may accept subscriptions until _____________________________, unless the termination earliest of extended by the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations (the “Termination Date”)) or until the maximum number of shares under the Offering are sold. The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 3 contracts
Sources: Subscription Agreement (Legion Works, Inc.), Subscription Agreement (Legion Works, Inc.), Subscription Agreement (Legion Works, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests the Class [TBD] Common Bits (the “Securities”)) of Building Bits Properties I, of YSMD Series Buttonwood 19-3 LLC, a registered series of a Delaware series limited liability company organized under the laws of Delaware (the “Company”), at a purchase price of $5.00 1.00 per membership interest Bit (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is [$20, or 4 Units1,000]. The rights of the membership interest Class [TBD] Common Bits are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits to the Offering Statement Class [TBD] Bit Designation of the Company Company, as filed with the SEC Securities and Exchange Commission (“SEC”) as an exhibit to the Company’s Offering Statement (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular Offering Circular dated ______________, 2022 [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 XX,XXX,XXX (the “Maximum Offering”). The Company may accept subscriptions until [DATE], unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Providing that subscriptions for X,XXX,XXX Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
Appears in 3 contracts
Sources: Subscription Agreement (Building Bits Properties I, LLC), Subscription Agreement (Building Bits Properties I, LLC), Subscription Agreement (Building Bits Properties I, LLC)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests (the “Securities”)from LaserLock Technologies, of YSMD Series Buttonwood 19-3 LLCInc., a registered series of a Delaware series limited liability company Nevada corporation (the “Company”), at 33,333,333 shares of preferred stock of the Company, par value $.001 (the “Shares”), for a purchase price per share of $5.00 per membership interest 0.03 (“Per Share Price”) and an aggregate purchase price for all the Shares of $1,000,000.00 (the “Per Security Purchase Price”), which shall be paid by Subscriber in immediately available funds to the Company account designated by the Company, and upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) In order to induce Subscriber understands that to purchase the Securities are being offered pursuant to an offering circular dated ______________Shares, 2022 the Company shall, commensurate with the Closing (as defined below), issue Subscriber a warrant, in the form attached hereto as Exhibit A (the “Offering CircularWarrant”), granting Subscriber the right to purchase an additional 33,333,333 shares of common stock in the Company for the initial purchase price per share of $0.12 (subject to downward adjustment) filed with and otherwise on terms and conditions set forth in the SEC Warrant. The Shares and the Warrant being subscribed for and issued under this Subscription Agreement as part well as the shares of common stock issuable upon any exercise of the Offering Statement. Warrant are collectively referred to herein as the “Securities”.
(c) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other been provided all information required by the requested in order for Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to sign the Operating Agreement.
(c) Subscription Agreement where indicated below. The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration purchase of the period specified Shares involves significant risks, as more fully set forth in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option Section 5 of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminateSubscription Agreement.
(d) The aggregate number closing of Securities sold shall not exceed 4,514,621 transactions herein contemplated (the “Maximum OfferingClosing”). The Company may accept subscriptions until ) shall be in the termination of manner and at the Offering in accordance with its terms earliest time mutually acceptable to the parties hereto (the “Termination Closing Date”). The Company may elect Closing shall take place on or before January 31, 2013 and occur at any time to close all or any portion the offices of this offeringShearman & Sterling LLP, on various dates at or prior to the Termination Date (each a “Closing Date”)599 Lexington Avenue, New York, New York.
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor Shares is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 8 hereof, which shall remain in force and effect.
Appears in 2 contracts
Sources: Subscription Agreement (Laserlock Technologies Inc), Subscription Agreement (VerifyMe, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests shares of Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCQuadrant Biosciences Inc., a registered series of a Delaware series limited liability company Corporation (the “Company”), at a purchase price of $5.00 3.00 per membership interest share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units350. The rights of the membership interest shares of Common Stock are as set forth in the Operating Agreement Company’s Amended and Restated Certificate of YSMD, LLC Incorporation and the respective series designation, Bylaws filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [______________, 2022 ] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Amended and Restated Stockholders’ Agreement (the “Stockholders’ Agreement”) filed as an Exhibit to the Offering Statement, and Subscriber’s execution of this Subscription Agreement also constitutes an acceptance of the terms of, and an effective execution by the Subscriber of, the Stockholders’ Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 5,000,000 shares of Common Stock (the “Maximum Offering”). The Company may accept subscriptions until [_____________], unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber in, and all the terms of, this Subscription Agreement.
Appears in 2 contracts
Sources: Subscription Agreement (Quadrant Biosciences Inc), Subscription Agreement (Quadrant Biosciences Inc)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests the common stock (the “Securities” or “Common Stock”), of YSMD Series Buttonwood 19-3 LLCSoliton, Inc., a registered series of a Delaware series limited liability company corporation (the “Company”), at a purchase price of $5.00 per membership interest share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units[250]. The rights of the membership interest Common Stock are as set forth in the Operating Agreement Certificate of YSMD, LLC Incorporation and Bylaws included in the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [______________], 2022 2018 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 3,000,000 (the “Maximum Offering”). The Company may accept subscriptions until [____________], 2018, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Providing that subscriptions for 1,500,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 2 contracts
Sources: Subscription Agreement (Soliton, Inc.), Subscription Agreement (Soliton, Inc.)
Subscription. 3.1 Subject to the fulfilment of the Conditions, the Vendor agrees to subscribe as principal, and the Company agrees to allot and issue, the Subscription Shares at the Subscription Price on the Subscription Completion Date. The Subscription Shares shall be fully paid, free from all Encumbrances and shall rank pari passu in all respects with the Shares in issue prior to the Subscription Completion Date and in particular will rank in full for all dividends and other distributions declared, made or paid at any time after the Subscription Completion Date.
3.2 The Subscription Completion is conditional upon:
(a) The undersigned (“Subscriber”) hereby irrevocably subscribes for the Listing Committee of the Stock Exchange granting listing of and agrees permission to purchase Series Interests deal in all of the Subscription Shares (the “SecuritiesRegulatory Condition”); and
(b) the Placing Completion having occurred pursuant to the terms of this Agreement, (together, the “Conditions”).
3.3 The Company shall use its best endeavours to procure the fulfilment of YSMD Series Buttonwood 19-the Regulatory Condition and in particular, shall furnish such information, supply such documents, pay such fees, give such undertakings and do all such acts and things as may be reasonably required by the Stock Exchange in connection with the fulfilment of the Regulatory Condition. The Company shall immediately notify the Vendor upon fulfilment of the Regulatory Condition by providing a copy of the relevant letter from the Stock Exchange.
3.4 If any of the Conditions are not fulfilled within 30 days after the date of this Agreement, or such later date as may be agreed in writing between the Company and the Vendor, the obligations of the Company and the Vendor under this Clause 3 LLCshall terminate and none of the parties shall have any claim against the others for costs, a registered series damages, compensation or otherwise provided in this Agreement in respect of a Delaware series limited liability company the Subscription.
3.5 The price for the Subscription Shares shall be an amount of HK$740,515,867 (the “Company”), at a purchase price of $5.00 per membership interest (the “Per Security Subscription Price”), upon representing a price per Subscription Share of HK$4.8106, which shall be payable by the terms Vendor to the Company on the Subscription Completion.
3.6 At the Subscription Completion:
(a) the Company shall:
(i) allot and conditions set forth herein. The minimum subscription is $20, issue to the Vendor the Subscription Shares and shall promptly thereafter register the Vendor or 4 Units. The rights such person as the Vendor may nominate as the holder of the membership interest are as set forth Subscription Shares and shall cause to be delivered to the Vendor definitive certificates of title in respect of the Subscription Shares in the Operating name of the Vendor or the Vendor’s nominee;
(ii) deliver to the Vendor certified copies of the resolutions of the Board approving this Agreement of YSMD, LLC and the respective series designationtransactions contemplated hereunder, filed as Exhibits to including the Offering Statement allotment of the Company filed with the SEC (the “Offering Statement”).Subscription Shares pursuant to this Clause 3; and
(b) Subscriber understands that the Securities are being offered pursuant Vendor shall make or procure the making of payment in Hong Kong dollars for value on the Subscription Completion Date to the Company of an offering circular dated ______________, 2022 amount equal to (i) the “Offering Circular”Subscription Price less (ii) filed the expenses properly incurred by it (if any) in connection with the SEC as part of Placing and the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating AgreementBank Account.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.
Appears in 2 contracts
Sources: Placing and Subscription Agreement, Placing and Subscription Agreement
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests the Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCGraze, Inc., a registered series of a Delaware series limited liability company corporation (the “Company”), at a purchase price of $5.00 7.10 per membership interest share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units1,001.10. The rights of the membership interest Common Stock are as set forth in the Operating Agreement Third Amended and Restated Certificate of YSMDIncorporation, LLC and the respective series designation, which is filed as Exhibits Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 1,056,338 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(f).
Appears in 2 contracts
Sources: Subscription Agreement (Graze, Inc.), Subscription Agreement (Graze, Inc.)
Subscription. (a) The undersigned You (“Subscriber”) hereby irrevocably subscribes subscribe for and agrees agree to purchase Series Interests limited liability company interests, which we refer to herein as TalentShares (the “Securities”)) of [SERIES NAME], a Series of YSMD Series Buttonwood 19-3 Exceed Talent Capital Holdings LLC, a registered series of a Delaware series limited liability company (the “Company”), at a purchase price of $5.00 [_] per membership interest TalentShare (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20[_], or 4 Units[_] TalentShares. The rights and preferences of the membership interest TalentShares are as set forth in the Operating Limited Liability Company Agreement of YSMDExceed Talent Capital Holdings LLC dated December 7, LLC 2022, as amended from time to time (the “Operating Agreement”), and the respective series designation, filed as Exhibits to Series Designation for [SERIES NAME] described in the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreementsubscribing to the Offering, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of Effective upon the Company’s acceptance of this subscription that Subscription Agreement, the Subscriber becomes shall become a member of the Company, and the Subscriber agrees to adhere to and be bound by, the terms and conditions of the Operating Agreement as if the Subscriber were a party to it (and grants to the Operating AgreementManaging Manager the power of attorney described therein).
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 $[ ] (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offeringOffering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 2 contracts
Sources: Subscription Agreement (Exceed Talent Capital Holdings LLC), Subscription Agreement (Exceed Talent Capital Holdings LLC)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCStartEngine Crowdfunding, Inc., a registered series of a Delaware series limited liability company Corporation (the “Company”), at a purchase price of $5.00 [____] per membership interest share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units500. The rights of the membership interest Common Stock are as set forth in Sixth Amended and Restated Certificate of Incorporation and Bylaws included in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [______________, 2022 ] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 [_________] (the “Maximum Offering”). , [________] of which are being sold by certain of the Company’s existing stockholders (collectively, the “Selling Stockholders”).. The Company may accept subscriptions until [_______________], unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 2 contracts
Sources: Common Stock Subscription Agreement (Startengine Crowdfunding, Inc.), Common Stock Subscription Agreement (Startengine Crowdfunding, Inc.)
Subscription. (a) The undersigned (“Subscriber”) Subscriber hereby irrevocably subscribes for and agrees commits to purchase Series Interests _____________ shares (the “SecuritiesShares”), ) of YSMD Series Buttonwood 19-3 LLC, Class _________ Stock of the Company (Class A must subscribe to a registered series minimum of a Delaware series limited liability company (the “Company”2,500 shares), at a purchase price of $5.00 4.00 per membership interest (the “Per Security Price”)share, upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights for a total purchase price of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated $ _____________________ , 2022 upon the terms and conditions set forth herein (the or this “Subscription”). The total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.” (b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated November _____________ , 20176, with exhibits (the “Offering Circular”) ), as filed with the SEC as part SEC. A full description of the Securities and the Offering Statementis set forth in the Offering Circular. By executing this Subscription Agreementsubscribing to the Offering, the Subscriber acknowledges that Subscriber he/she/it has received this Subscription Agreement, copies and reviewed a copy of the Offering Circular and Offering Statement including exhibits thereto and any other information required requested by the Subscriber in writing to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party decision with respect to the Operating AgreementSecurities.
(c) The Subscriber’s subscription This Subscription may be accepted or rejected rejected, in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at in its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at in its sole discretion, may allocate to the Subscriber only a portion of the number of Securities Subscriber has Shares subscribed for. The Company will notify the Subscriber whether this subscription Subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If Subscriber’s subscription the Subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber him/her/it without interest and all of the Subscriber’s obligations hereunder shall terminate.
(d) The aggregate maximum number of Securities shares of the Company’s common stock that may be sold in this Offering shall not exceed 4,514,621 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum OfferingShares”). The Company may accept subscriptions until twelve months following the termination date of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with its terms applicable SEC regulations for such additional period as may be sought to sell the Maximum Shares (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the set an earlier Termination Date (each a “Closing Date”)and end the Offering. No minimum number of shares is required to be sold.
(e) In the event of a rejection of this subscription Subscription in its entirety, or in the event the sale of the Securities Shares (or any portion thereof) to Investor the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advance, an agreement acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Agreement.
Appears in 2 contracts
Sources: Common Stock Subscription Agreement, Common Stock Subscription Agreement (Feel the World, Inc.)
Subscription. (a) The undersigned (“Subscriber”) Subscriber hereby irrevocably subscribes for and agrees to purchase Series Interests from the Company, and the Company agrees to issue and sell to Subscriber upon payment of the Purchase Price, such number of Company Class A Shares as is set forth on the signature page of this Subscription Agreement (the “SecuritiesShares”), of YSMD Series Buttonwood 19-3 LLC, a registered series of a Delaware series limited liability company () at the “Company”), at a purchase price of $5.00 Purchase Price per membership interest (the “Per Security Price”), upon Share and on the terms and subject to the conditions set forth provided for herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC Subscriber acknowledges and the respective series designation, filed as Exhibits to the Offering Statement of agrees that the Company filed with reserves the SEC (right to accept or reject the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted for the Shares for any reason or rejected for no reason, in whole or in part, at any time prior to a Closing Date (as hereinafter defined)its acceptance by the Company, and the same shall be deemed to be accepted by the Company at its sole discretion. Upon the expiration only when this Subscription Agreement is signed by a duly authorized person by or on behalf of the period specified Company.
(b) Notwithstanding anything to the contrary contained in Subscriberthis Subscription Agreement, if, after the date of this Subscription Agreement, Subscriber acquires ownership of Company Class A Shares in the open market or in privately negotiated transactions with third parties (along with any related rights to redeem or convert such Company Class A Shares in connection with any redemption conducted by the Company in accordance with the Company’s state for notice filings before sales may be made organizational documents and the IPO Prospectus (as defined below) in such state, if any, conjunction with the subscription may no longer be revoked at Transaction Closing (the option “Closing Redemption”) or in conjunction with an amendment of the Subscriber. In additionCompany’s organizational documents to extend its deadline to consummate its Business Combination (as defined below) (an “Extension Redemption”, and the Closing Redemption or any Extension Redemption, a “Redemption”)) prior to the Company’s meeting of shareholders to approve the Transaction (the “Transaction Meeting”) and Subscriber does not redeem or convert such Company Class A Shares in connection with any Redemption (including revoking or reversing any previously submitted redemption demand or conversion elections made with respect to such Company Class A Shares) (any such Company Class A Shares, at its sole discretion“Non-Redeemed Shares”), may allocate to Subscriber only a portion of the number of Securities Shares for which Subscriber is obligated and has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned the right to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, purchase under this Subscription Agreement will be reduced by the number of Non-Redeemed Shares; provided, that promptly upon the Company’s request, Subscriber shall have no force or effect provide the Company with respect documentary evidence reasonably requested by the Company to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effectevidence such Non-Redeemed Shares.
Appears in 2 contracts
Sources: Subscription Agreement (Logistic Properties of the Americas), Subscription Agreement (Two)
Subscription. 10.1 This subscription is irrevocable except that the Purchaser reserves the right to withdraw this subscription and to terminate its obligations hereunder at any time before the Closing Date if the Agent terminates its obligations with respect to this Private Placement under the Agency Agreement and the Purchaser hereby appoints the Agent as its agent for the purpose of notifying the Issuer of the withdrawal or termination of this subscription.
10.2 The Purchaser hereby authorizes and directs the Issuer and the Agent to deliver certificates representing the Shares and the Warrants to be issued to such Purchaser pursuant to this Subscription Agreement either (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests (the “Securities”), of YSMD Series Buttonwood 19-3 LLC, a registered series of a Delaware series limited liability company (the “Company”), at a purchase price of $5.00 per membership interest (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
residential or business address indicated in this subscription or (b) Subscriber understands that directly to the Securities are being offered pursuant to an offering circular dated ______________Purchaser’s account, 2022 (the “Offering Circular”) filed if any, maintained with the SEC as part of Agent.
10.3 The Purchaser hereby authorizes and directs the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and Agent to return any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party funds for unaccepted subscriptions to the Operating Agreementsame account from which the funds were drawn, without interest or penalty, including any customer account maintained with the Agent.
(c) The Subscriber’s 10.4 This subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), part by the Company Issuer at its sole discretion. Upon discretion and the expiration of right is reserved to the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, Issuer at its sole discretion, may allocate discretion to Subscriber only a portion allot to any Purchaser less than the amount of the number of Securities Subscriber has Units subscribed for. The Company Confirmation of acceptance or rejection of this subscription will notify Subscriber whether be forwarded to the Purchaser promptly after the acceptance or rejection of the subscription by the Issuer. If this subscription is rejected in whole, the funds delivered by the Purchaser to the Agent representing the purchase price for the Units subscribed for herein will be promptly returned to the same account from which the funds were drawn, without interest or penalty, including any customer account maintained with any of the Agent. If this subscription is accepted (whether in whole or only in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or the funds representing the portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any purchase price representing that portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In subscription for the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor Units which is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effectaccepted will promptly be similarly returned.
Appears in 2 contracts
Sources: Subscription Agreement (Crosshair Exploration & Mining Corp), Subscription Agreement (Crosshair Exploration & Mining Corp)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests [QUANTITY] Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCLunchwale, a registered series of a Delaware series limited liability company Inc. (the “Company”), a Corporation, organized under the state of Texas, at a purchase price of $5.00 0.06 per membership interest (the “Per Security Price”)Share, upon the terms and conditions set forth herein. The minimum subscription is $20, Securities being subscribed for under this Subscription Agreement and any other security that may be issuable upon conversion or 4 Units. exercise of the Securities are also referred to as the “Securities.” The rights and preferences of the membership interest Securities are as set forth in the Operating Agreement Company’s Bylaws and any description of YSMD, LLC and the respective series designation, filed as Exhibits to Securities that appears in the Offering Statement of the Company filed with the SEC (the “Offering Statement”)Materials is qualified in its entirety by such document.
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement including exhibits thereto Memorandum of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 17,833,333 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms February 1, 2021 (the “Termination Date”). The Providing that subscriptions for 416,666 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.
Appears in 2 contracts
Sources: Subscription Agreement, Subscription Agreement
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCBitzumi, Inc., a registered series of a Delaware series limited liability company Corporation (the “Company”), at a purchase price of $5.00 2.50 per membership interest share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The There is no minimum subscription is $20, or 4 Unitssubscription. The rights of the membership interest Common Stock are as set forth in the Operating Agreement Articles of YSMDOrganization and Bylaws, LLC and the respective series designation, filed as which are Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 _ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 4,000,000 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Providing that subscriptions for 400,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 2 contracts
Sources: Subscription Agreement (Bitzumi, Inc.), Subscription Agreement (Bitzumi, Inc.)
Subscription. (a) The undersigned (“Subscriber”[Company RSU Awards. Subscriber is entitled to receive the Company RSU Consideration pursuant to Section 2.2(a)(i) hereby irrevocably subscribes for and agrees of the Merger Agreement, net of applicable Taxes required to purchase Series Interests be withheld with respect to such amount (the “SecuritiesRSU Withholding Taxes”). Immediately following the Effective Time, of YSMD Series Buttonwood 19-3 LLC, a registered series of a Delaware series limited liability company (the “Company”), at a purchase price of $5.00 per membership interest (the “Per Security Price”), upon on the terms and subject to the conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights Subscriber agrees, at the Subscription Closing, to purchase from Topco, and Topco agrees to issue and sell to Subscriber, a number of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC Common Units (the “Offering StatementRSU Topco Common Units”) equal to (i) all of Subscriber’s Rollover Company RSU Consideration [(which, for the avoidance of doubt and pursuant to the terms of Section 2.2(a)(ii) of the Merger Agreement, is an amount equal to Subscriber’s Company RSU Consideration net of any RSU Withholding Taxes)] (such [net] amount, the “Subscriber Rollover Company RSU Consideration”), divided by (ii) the Unit Price. [In furtherance of the foregoing and pursuant to Section 2.2(a)(ii) of the Merger Agreement, subject to the approval by the Company Board or the compensation committee thereof, Subscriber’s Company RSU Award, to the extent then-outstanding, will be settled in exchange for the number of shares of Company Common Stock subject to Subscriber’s Company RSU Award immediately prior to the Closing, and such shares of Company Common Stock shall be treated as Rollover Shares subject to the Subscriber Rollover Agreement; provided that the foregoing shall be subject to Subscriber paying the Company on or prior to the Closing an amount of cash equal to the applicable Taxes required to be withheld with respect to the vesting and/or settlement of Subscriber’s Company RSU Award.] [In furtherance of the foregoing and pursuant to Section 2.2(a)(ii) of the Merger Agreement, Topco shall, solely for administrative convenience purposes (and without altering the legal effect of the foregoing, including the full satisfaction of Subscriber’s rights to receive such Company RSU Consideration pursuant to Section 2.2(a)(i) of the Merger Agreement), (A) issue the RSU Topco Common Units to Subscriber in lieu of Subscriber actually receiving the Subscriber Rollover Company RSU Consideration in cash, and (B) cause the Company or one of its subsidiaries to remit any RSU Withholding Taxes through regular payroll procedures on or following the Closing Date and, if applicable, pay such amounts to the appropriate Governmental Body pursuant to Section 2.10 of the Merger Agreement]. Subscriber shall be deemed to have received the entire amount of Subscriber’s Company RSU Consideration [(including, for the avoidance of doubt, any RSU Withholding Taxes remitted or paid by the Company on behalf of Subscriber to the appropriate Governmental Body pursuant to Section 2.10 of the Merger Agreement and this Section 2.1(a))] and thereafter immediately contributed the Subscriber Rollover Company RSU Consideration to Topco in exchange for the RSU Topco Common Units (the “Company RSU Award Subscription”).]
(b) [Company PSU Awards. Subscriber understands that is entitled to receive the Securities are being offered Company PSU Consideration pursuant to an offering circular dated ______________Section 2.2(b)(i) of the Merger Agreement, 2022 net of applicable Taxes required to be withheld with respect to such amount (the “Offering CircularPSU Withholding Taxes”). Immediately following the Effective Time, on the terms and subject to the conditions set forth herein, Subscriber agrees, at the Subscription Closing, to purchase from Topco, and Topco agrees to issue and sell to Subscriber, a number of Common Units (the “PSU Topco Common Units”) filed equal to (i) all of Subscriber’s Rollover Company PSU Consideration [(which, for the avoidance of doubt and pursuant to the terms of Section 2.2(b)(ii) of the Merger Agreement, is an amount equal to Subscriber’s Company PSU Consideration net of any PSU Withholding Taxes)] (such [net] amount, the “Subscriber Rollover Company PSU Consideration”), divided by (ii) the Unit Price. [In furtherance of the foregoing and pursuant to Section 2.2(b)(ii) of the Merger Agreement, subject to the approval by the Company Board or the compensation committee thereof, Subscriber’s Company PSU Award, to the extent then-outstanding, will be settled in exchange for the number of shares of Company Common Stock subject to Subscriber’s Company PSU Award immediately prior to the Closing (with the SEC vesting level determined assuming target performance is achieved (or such higher level if required under the terms of such Company PSU Award)), and such shares of Company Common Stock shall be treated as part Rollover Shares subject to the Subscriber Rollover Agreement; provided that the foregoing shall be subject to Subscriber paying the Company prior to the Closing an amount of cash equal to the applicable Taxes required to be withheld with respect to the vesting and/or settlement of Subscriber’s Company PSU Award.] [In furtherance of the Offering Statement. By executing this Subscription foregoing and pursuant to Section 2.2(b)(ii) of the Merger Agreement, Subscriber acknowledges that Subscriber has received this Subscription AgreementTopco shall, copies solely for administrative convenience purposes (and without altering the legal effect of the Offering Circular foregoing, including the full satisfaction of Subscriber’s rights to receive such Company PSU Consideration pursuant to Section 2.2(b)(i) of the Merger Agreement), (A) issue the PSU Topco Common Units to Subscriber in lieu of Subscriber actually receiving the Subscriber Rollover Company PSU Consideration in cash, and Offering Statement including exhibits thereto and (B) cause the Company or one of its subsidiaries to remit any other information required PSU Withholding Taxes through regular payroll procedures on or following the Closing Date and, if applicable, pay such amounts to the appropriate Governmental Body pursuant to Section 2.10 of the Merger Agreement]. Subscriber shall be deemed to have received the entire amount of Subscriber’s Company PSU Consideration [(including, for the avoidance of doubt, any PSU Withholding Taxes remitted or paid by the Company on behalf of Subscriber to make an investment decision. It is a condition the appropriate Governmental Body pursuant to Section 2.10 of the Company’s acceptance of Merger Agreement and this subscription that Section 2.1(b))] and thereafter immediately contributed the Subscriber becomes a party Rollover Company PSU Consideration to Topco in exchange for the Operating AgreementPSU Topco Common Units (the “Company PSU Award Subscription”).]
(c) The Subscriber’s subscription may [Company Stock Options. Subscriber is entitled to receive the Company Stock Option Consideration pursuant to Section 2.2(c)(i) of the Merger Agreement, net of applicable Taxes required to be accepted or rejected in whole or in partwithheld with respect to such amount (the “Stock Option Withholding Taxes”). Immediately following the Effective Time, on the terms and subject to the conditions set forth herein, Subscriber agrees, at any time prior the Subscription Closing, to purchase from Topco, and Topco agrees to issue and sell to Subscriber, a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted Common Units (whether in whole or in partthe “Stock Option Topco Common Units” [and, together with the RSU Topco Common Units and the PSU Topco Common Units,] the “New Topco Common Units”) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment equal to (or portion thereof if partially rejectedi) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder Rollover Company Stock Option Consideration [(which, for the avoidance of doubt and pursuant to the terms of Section 2.2(c)(ii) of the Merger Agreement, is an amount equal to Subscriber’s Company Stock Option Consideration net of any Stock Option Withholding Taxes)] (such [net] amount, the “Subscriber Rollover Company Stock Option Consideration” and, together with Subscriber Rollover Company RSU Consideration and the Subscriber Rollover Company PSU Consideration, the “Subscriber Rollover Consideration”), divided by (ii) the Unit Price. [In furtherance of the foregoing and pursuant to Section 2.2(c)(ii) of the Merger Agreement, subject to the approval by the Company Board or the compensation committee thereof, Subscriber shall terminateexercise (by payment of the applicable exercise price or on a net exercise basis) Subscriber’s Company Stock Options, to the extent then-outstanding, in exchange for shares of Company Common Stock subject to Subscriber’s Company Stock Options immediately prior to the Closing, and such shares of Company Common Stock shall be treated as Rollover Shares subject to the Subscriber Rollover Agreement; provided that the foregoing shall be subject to Subscriber paying the Company prior to the Closing an amount of cash equal to the applicable Taxes required to be withheld with respect to such exercise of Subscriber’s Company Stock Options.
] [In furtherance of the foregoing and pursuant to Section 2.2(c)(ii) of the Merger Agreement, Topco shall, solely for administrative convenience purposes (dand without altering the legal effect of the foregoing, including the full satisfaction of Subscriber’s rights to receive such Company Stock Option Consideration pursuant to Section 2.2(c)(i) The aggregate number of Securities sold the Merger Agreement), (A) issue the Stock Option Topco Common Units to Subscriber in lieu of Subscriber actually receiving the Subscriber Rollover Company Stock Option Consideration in cash, and (B) cause the Company or one of its subsidiaries to remit any Stock Option Withholding Taxes through regular payroll procedures on or following the Closing Date and, if applicable, pay such amounts to the appropriate Governmental Body pursuant to Section 2.10 of the Merger Agreement]. Subscriber shall not exceed 4,514,621 be deemed to have received the entire amount of Subscriber’s Company Stock Option Consideration [(including, for the avoidance of doubt, any Stock Option Withholding Taxes remitted or paid by the Company on behalf of Subscriber to the appropriate Governmental Body pursuant to Section 2.10 of the Merger Agreement and this Section 2.1(c))] and thereafter immediately contributed the Subscriber Rollover Company Stock Option Consideration to Topco in exchange for the Stock Option Topco Common Units (the “Maximum Offering”). The Company may accept subscriptions until Stock Option Subscription” and, together with the termination of Company RSU Award Subscription and the Offering in accordance with its terms (Company PSU Award Subscription, the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing DateEquity Award Subscription”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.]
Appears in 2 contracts
Sources: Subscription Agreement (Vapotherm Inc), Subscription Agreement (Vapotherm Inc)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCBacTech Environmental Corporation, a registered series of a Delaware series limited liability company an Ontario Canada corporation (the “Company”), at a purchase price of $5.00 0.00___ per membership interest share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription purchase requirement per investor is ________________ Offered Shares ($20__,000); however, or 4 Units. The rights of we can waive the membership interest are as set forth minimum purchase requirement on a case-by-case basis in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)our sole discretion.
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 100,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until the termination of date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
Appears in 2 contracts
Sources: Subscription Agreement (BacTech Environmental Corp), Subscription Agreement (BacTech Environmental Corp)
Subscription. (a) The undersigned person executing this Agreement (“Subscriber”) hereby irrevocably subscribes for and agrees (subject to a minimum purchase of ten (10) shares) to purchase Series Interests shares for a total consideration of $ thousand dollars (“Purchase Price”) of Class A Non-Voting Preferred Shares, $1,000.00 par value per share (such shares, the “SecuritiesPreferred Shares,” and such share, the “Share”), of YSMD Series Buttonwood 19-3 LLCTuscan Gardens Senior Living Communities, Inc., a registered series of a Delaware series limited liability company Florida corporation (the “Company”), at a purchase price of $5.00 1,000.00 per membership interest Preferred Share (the “Per Security Subscription Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are Preferred Share is being offered pursuant to an offering circular dated ______________August 1, 2022 2019 (the “Offering Circular”) ), filed with the SEC as part of the Company’s Offering Statement on Form 1-A (the “Offering Statement”) in connection with the Company’s offering of up to $50,000,000 of Class A Non-Voting Preferred Shares (the “Offering”). By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including the exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s no payment (or portion thereof if partially rejected) will be returned made by Subscriber to Subscriber without interest the Company and all of Subscriber’s obligations hereunder relating to the rejected subscription shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close accept all or any portion of this offering, Offering on various dates at or prior to the Termination Date (each each, a “Closing Date”).
(e) In the event of rejection of this subscription in its entiretysubscription, or in the event the sale of the Securities (or any portion thereof) to Investor Preferred Share is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.
Appears in 2 contracts
Sources: Subscription Agreement (Tuscan Gardens Senior Living Communities, Inc.), Subscription Agreement (Tuscan Gardens Senior Living Communities, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees 1.1 Subject to purchase Series Interests (the “Securities”), of YSMD Series Buttonwood 19-3 LLC, a registered series of a Delaware series limited liability company (the “Company”), at a purchase price of $5.00 per membership interest (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20of this Agreement, the Issuer agrees to issue the Bonds and each Manager severally, and not jointly, agrees to subscribe and pay for, or 4 Units. The rights to procure subscriptions and payment for, the principal amount of the membership interest are Bonds set out against its name as set forth its underwriting commitment in Schedule 1 hereto on 25 February 2016, or such later date, not being later than 10 March 2016, as the Operating Agreement of YSMD, LLC Issuer and the respective series designation, filed as Exhibits Managers may agree (the Closing Date) at a subscription price of 100 per cent. of the principal amount of the Bonds (the Subscription Price).
1.2 The Issuer confirms that:
(a) it has authorised the Managers to offer Bonds on its behalf for subscription at the Subscription Price subject to the Offering Statement provisions of the Company filed with the SEC (the “Offering Statement”).Clause 7;
(b) Subscriber understands that the Securities are being offered pursuant Issuer has approved the arrangements made on its behalf by the Managers for announcements in respect of the Bonds to an offering circular dated ______________, 2022 be published on such dates and in such newspapers or other publications as it may agree.
1.3 If either Manager shall fail on the Closing Date to subscribe and pay for any of the Bonds which it is obliged to subscribe and pay for under this Agreement (the “Offering Circular”Defaulted Bonds), the non-defaulting Manager shall have the right but not the obligation, within 48 hours thereafter, to subscribe and pay for all, but not less than all, of the Defaulted Bonds upon the terms herein set forth; if, however the non-defaulting Manager shall not have completed such arrangements within such 48 hour period, then:
(a) filed with if the SEC as principal amount of Defaulted Bonds does not exceed 10 per cent. of the aggregate principal amount of Bonds to be subscribed and paid for on such date, the non-defaulting Manager shall be obliged to subscribe and pay for the full principal amount thereof; or
(b) if the principal amount of Defaulted Bonds exceeds 10 per cent. of the aggregate principal amount of Bonds to be subscribed and paid for on such date, this Agreement shall terminate without any liability on the part of the Offering Statementnon-defaulting Manager. By executing No action taken pursuant to this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies Clause 1.3 shall relieve a defaulting Manager from liability in respect of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decisionits default. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection any such default which does not result in a termination of this subscription Agreement, the non-defaulting Manager or the Issuer shall have the right to postpone the Closing Date for a period not exceeding seven days in its entiretyorder to effect any consequential changes in the documents or arrangements relating to the offering of the Bonds. Upon this Agreement terminating in accordance with the provisions of sub-clause 1.3(b) above, it shall be of no further effect and no party shall be under any liability to any other in respect of this Agreement, save in respect of the liability of any defaulting Manager as provided in the previous paragraph and except that (i) the Issuer shall remain liable for the payment of all costs and expenses referred to in Clause 4 and already incurred or incurred in consequence of such termination, (ii) any liability arising before or in relation to such termination shall not be affected by the event provisions of this Clause and (iii) the sale provisions of the Securities (or any portion thereof) Clauses 5.4, and 9 to Investor is not consummated for any reason, 11 of this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in full force and effect.
1.4 The Conditions will be set out in the Trust Deed (subject as stated therein) and will, on the date hereof, be in a form substantially agreed by the parties hereto, as initialled for identification purposes by ▇▇▇▇▇ & Overy LLP and Linklaters LLP, with such amendments (if any) as may be agreed in writing between the Issuer and the Managers following the date hereof.
1.5 In connection with the issue and offering of the Bonds, the Managers and any of their respective Affiliates, each acting as an investor for its own account, may take up Bonds and in that capacity may retain, purchase or sell Bonds and any other securities of the Issuer or related investments for their own account and may offer or sell such securities or other investments otherwise than in connection with the issue and offering of the Bonds. Accordingly, references in this document to the Bonds being offered or placed should be read as including any offering or placement of securities to the Managers and any of their respective Affiliates acting in such capacity. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so. Each Manager may perform all or any of the functions expressed to be performed by it under this Agreement through any Affiliate. For the purpose of this Agreement, unless the context otherwise requires, Affiliate means, with respect to a given person, any person controlling, controlled by or under common control with that person from time to time (and its respective directors, officers, employees and agents from time to time).
1.6 Without prejudice to the obligations owed by the Managers to the Issuer under this Agreement, by executing this Agreement, each of the Managers hereby agrees to be bound by the provisions of the ICMA Agreement Among Managers English Law Version 2 (Managers Only Equity-Related Issues) (the AAM), save that Clause 3 of the AAM shall not apply and any reference to “Lead Manager” and/or to “Managers” therein shall be deemed to be a reference to the Managers.
Appears in 2 contracts
Sources: Subscription Agreement (Vodafone Group Public LTD Co), Subscription Agreement (Vodafone Group Public LTD Co)
Subscription. (a) The undersigned person executing this Agreement (“Subscriber”) hereby irrevocably subscribes for and agrees (subject to a minimum purchase of ten (10) shares) to purchase Series Interests shares for a total consideration of $ thousand dollars (“Purchase Price”) of Class A Non-Voting Preferred Shares, $1,000.00 par value per share (such shares, the “SecuritiesPreferred Shares,” and such share, the “Share”), of YSMD Series Buttonwood 19-3 LLCTuscan Gardens Senior Living Communities, Inc., a registered series of a Delaware series limited liability company Florida corporation (the “Company”), at a purchase price of $5.00 1,000.00 per membership interest Preferred Share (the “Per Security Subscription Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are Preferred Share is being offered pursuant to an offering circular dated ______________October 1, 2022 2018 (the “Offering Circular”) ), filed with the SEC as part of the Company’s Offering Statement on Form 1-A (the “Offering Statement”) in connection with the Company’s offering of up to $50,000,000 of Class A Non-Voting Preferred Shares (the “Offering”). By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including the exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s no payment (or portion thereof if partially rejected) will be returned made by Subscriber to Subscriber without interest the Company and all of Subscriber’s obligations hereunder relating to the rejected subscription shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close accept all or any portion of this offering, Offering on various dates at or prior to the Termination Date (each each, a “Closing Date”).
(e) In the event of rejection of this subscription in its entiretysubscription, or in the event the sale of the Securities (or any portion thereof) to Investor Preferred Share is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.
Appears in 2 contracts
Sources: Subscription Agreement (Tuscan Gardens Senior Living Communities, Inc.), Subscription Agreement (Tuscan Gardens Senior Living Communities, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCBEAR VILLAGE, INC., a registered series of a Delaware series limited liability company Wyoming Corporation (the “Company”), at a purchase price of $5.00 5 per membership interest share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units500. The Common Stock being subscribed for under this Subscription Agreement (“Common Stock” also referred to as the “Securities”). The rights and preferences of the membership interest Common Stock are as set forth in the Operating Agreement Amended and Restated Certificate of YSMD, LLC and the respective series designation, filed Incorporation included as Exhibits Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [______________, 2022 ] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 10,000,000 (the “Maximum Offering”). The Company may accept subscriptions until [______________], unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 2 contracts
Sources: Subscription Agreement (Bear Village, Inc.), Subscription Agreement (Bear Village, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests (the “Securities”), of YSMD [SERIES NAME], a Series Buttonwood 19-3 of Getaway Collection LLC, a registered series of a Delaware series limited liability company (the “Company”), at a purchase price of $5.00 100 per membership interest (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $201,000, or 4 100 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, Getaway Collection LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 [_] (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.
Appears in 2 contracts
Sources: Subscription Agreement (Getaway Collection LLC), Subscription Agreement (Getaway Collection LLC)
Subscription. (a) a. The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCMaverick Energy Group, Ltd., a registered series of a Delaware series limited liability company Nevada corporation (the “Company”), at a purchase price of $5.00 0.50 per membership interest share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription purchase requirement per investor is 20,000 Offered Shares ($2010,000); however, or 4 Units. The rights of we can waive the membership interest are as set forth minimum purchase requirement on a case-by-case basis in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)our sole discretion.
(b) b. Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) c. The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) d. The aggregate number of Securities sold shall not exceed 4,514,621 40,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until the termination of date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) e. In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
Appears in 2 contracts
Sources: Subscription Agreement (Maverick Energy Group, Ltd.), Subscription Agreement (Maverick Energy Group, Ltd.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase shares of Series Interests A Preferred Stock (the “SecuritiesSeries A Preferred Stock”), of YSMD Series Buttonwood 19-3 LLCNowRx, Inc., a registered series of a Delaware series limited liability company corporation (the “Company”), at a purchase price of $5.00 2.00 per membership interest share of Series A Preferred Stock (the “Per Security Price”), rounded down to the nearest whole share based on Subscriber’s subscription amount, upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units1,000. The rights shares of Series A Preferred Stock being subscribed for under this Subscription Agreement and the shares of Common Stock (“Common Stock”), issuable upon conversion of the membership interest Series A Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Series A Preferred Stock are as set forth in the Operating Agreement restated certificate of YSMDincorporation (the “Restated Certificate”), LLC and substantially in the respective series designation, form filed as Exhibits an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 2018 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 3,500,000 (the “Maximum Offering”). The Company may accept subscriptions until _________, 2019, unless otherwise earlier terminated or extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Providing that subscriptions for 225,000 Securities are received (the “Minimum Offering”) and all other requirements for a closing are met, the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the Drag-Along Right in substantially the form set forth in Sections 4 and 6, respectively. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(f).
Appears in 2 contracts
Sources: Subscription Agreement, Subscription Agreement (NowRx, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCB2Digital, Inc., a registered series of a Delaware series limited liability company corporation (the “Company”), at a purchase price of $5.00 0.0064 per membership interest share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 600,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until the termination of date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
Appears in 2 contracts
Sources: Subscription Agreement (B2Digital, Inc.), Subscription Agreement (B2Digital, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Class A Non Voting Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCOBSIDIAN PRIME INC, a registered series of a Delaware series limited liability company California corporation (the “Company”), at a purchase price of $5.00 ____ per membership interest share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 75,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until the termination of date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
Appears in 2 contracts
Sources: Subscription Agreement (Obsidian Prime Inc), Subscription Agreement (Obsidian Prime Inc)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCMC Endeavors, Inc., a registered series of a Delaware series limited liability company Nevada corporation (the “Company”), at a purchase price of $5.00 0.____ per membership interest share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 1,000,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until the termination of date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
Appears in 2 contracts
Sources: Subscription Agreement (MC Endeavors, Inc.), Subscription Agreement (MC Endeavors, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests the number of Shares of Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCBUSINESS LINES CORP, a registered series of a Delaware series limited liability company corporation (the “Company”)) set out on the signature page hereto, at a purchase price of $5.00 5 per membership interest share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights and preferences of the membership interest Securities are as set forth in the Operating Agreement Company’s amended and restated Certificate of YSMD, LLC and the respective series designation, filed Incorporation which appears as Exhibits an Exhibit to the Offering Statement of the Company filed with the SEC (covering the “Offering Statement”)Securities.
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement including exhibits thereto of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 15,000,000 (the “Maximum Offering”). The Company may accept subscriptions until October 1, 2018, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Units (the “Termination Date”). The Providing that subscriptions for 221 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
Appears in 2 contracts
Sources: Subscription Agreement (Business Lines Corp), Subscription Agreement (Busniess Lines Corp)
Subscription. (a) The By executing this Subscription Agreement, the undersigned (referred to in this Subscription Agreement as “Subscriber” or “I”) hereby irrevocably subscribes for and agrees to purchase Series Interests (the “Securities”)Securities of ▇▇▇▇▇▇▇ Realty Trust, of YSMD Series Buttonwood 19-3 LLCInc., a registered series of a Delaware series limited liability company Maryland corporation (referred to as the “Company”), at a purchase price of $5.00 10.00 per membership interest share (the “Per Security Price”), upon the terms and conditions set forth hereinin this Agreement. The minimum subscription is $20, or 4 Units500. The rights of the membership interest Class A Common Stock are as set forth in the Operating Agreement Amended and Restated Articles of YSMD, LLC and the respective series designationIncorporation, filed as Exhibits an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands I understand that the Securities are being offered pursuant to an offering circular dated ______________February 12, 2022 2019 (the “Offering Circular”) and filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges I acknowledge that Subscriber has I have received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto exhibits, and any other information required by the Subscriber me to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s My subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defineddefined below), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber me only a portion of the number of Securities Subscriber has I have subscribed for. The Company will notify Subscriber me whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s my subscription is rejected, Subscriber’s my payment (or portion thereof of it if partially rejected) will be returned to Subscriber me without interest and all of Subscriber’s my obligations hereunder under this Subscription Agreement shall terminate.
(d) The aggregate number of Securities sold in the offering shall not exceed 4,514,621 5,000,000 (the “Maximum Offering”). The Company may accept subscriptions until February 12, 2020, unless that period is extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such additional period as is required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each being referred to as a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereofportion) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which those provisions that are identified as surviving termination. Those provisions shall remain in full force and effecteffect following termination.
Appears in 2 contracts
Sources: Subscription Agreement (Steward Realty Trust, Inc.), Subscription Agreement (Steward Realty Trust, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests (the “Securities”), of YSMD Series Buttonwood 1921-3 2 LLC, a registered series of a Delaware series limited liability company (the “Company”), at a purchase price of $5.00 per membership interest (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20100, or 4 20 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 2024 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 559,091 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.
Appears in 2 contracts
Sources: Subscription Agreement (Ysmd, LLC), Subscription Agreement (Ysmd, LLC)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests membership interests, which we refer to herein as shares (the “Securities”)) of Series Music, a Series of YSMD Series Buttonwood 19-3 StartEngine Collectibles Fund I LLC, a registered series of a Delaware series limited liability company (the “Company”), at a purchase price of $5.00 10.00 per membership interest share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20500, or 4 Units50 shares. The rights and preferences of the membership interest shares are as set forth in the Operating Limited Liability Company Agreement of YSMDStartEngine Collectibles Fund I LLC dated January 5, LLC 2021 as amended from time to time (the “Operating Agreement”) and the respective series designation, Series Designation for Series Music filed as Exhibits Exhibit 2.2 and Exhibit 2.3, respectively, to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreementsubscribing to the Offering, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of Effective upon the Company’s acceptance of this subscription that Subscription Agreement, the Subscriber becomes shall be a member of the Company, and the Subscriber agrees to adhere to and be bound by, the terms and conditions of the Operating Agreement as if the Subscriber were a party to it (and grants to the Operating AgreementAdministrative Manager the power of attorney described therein).
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 $10,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 2 contracts
Sources: Subscription Agreement (StartEngine Collectibles Fund I LLC), Subscription Agreement (StartEngine Collectibles Fund I LLC)
Subscription. (a) The undersigned (“SubscriberInvestor”) hereby irrevocably subscribes for and agrees to purchase Series Interests shares (the “SecuritiesShares”) of Series A Preferred Stock (the “Preferred Stock”), without par value, of YSMD Series Buttonwood 19-3 LLCLUX FLOORING INC., a registered series of a Delaware series limited liability company corporation (the “Company”), . Such purchases shall be made at a purchase price of $5.00 per membership interest share of Preferred Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units500. The rights Preferred Stock being subscribed for under this Subscription Agreement and the Common Stock (“Common Stock”) of the membership interest Company issuable upon conversion of the Preferred Stock are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Operating Agreement Amended and Restated Certificate of YSMDIncorporation, LLC the Certificate of Designations relation to the Preferred Stock and the respective series designation, filed as Amended and Restated Bylaws of the Company available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber Investor understands that the Securities are being offered pursuant to an offering circular Offering Circular dated __________________, 2022 2020 (the “Offering Circular”) ), filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber Investor acknowledges that Subscriber Investor has received and reviewed this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber Investor to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party decision with respect to the Operating AgreementSecurities.
(c) The SubscriberInvestor’s subscription hereunder may be accepted or rejected in whole or in part, at any time prior to a Closing the Termination Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber Investor only a portion of the number of Securities Subscriber the Shares that Investor has subscribed forto purchase hereunder. The Company will notify Subscriber Investor whether this subscription is accepted (whether in whole or in part) or rejected. If SubscriberInvestor’s subscription is rejected, SubscriberInvestor’s payment (or portion thereof if partially rejected) will be returned to Subscriber Investor without interest and all of SubscriberInvestor’s obligations hereunder shall terminate.
(d) The aggregate number of Securities shares of Common Stock that may be sold in this offering shall not exceed 4,514,621 10,000,000 shares (the “Maximum OfferingShares”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
Appears in 2 contracts
Sources: Subscription Agreement (Lux Flooring Inc.), Subscription Agreement (Lux Flooring Inc.)
Subscription. (a) The undersigned person executing this Agreement (“Subscriber”) hereby irrevocably subscribes for and agrees (subject to a minimum purchase of ten (10) shares) to purchase Series Interests shares for a total consideration of $ thousand dollars (“Purchase Price”) of Class A Non-Voting Preferred Shares, $1,000.00 par value per share (such shares, the “SecuritiesPreferred Shares,” and such share, the “Share”), of YSMD Series Buttonwood 19-3 LLCTuscan Gardens Senior Living Communities, Inc., a registered series of a Delaware series limited liability company Florida corporation (the “Company”), at a purchase price of $5.00 1,000.00 per membership interest Preferred Share (the “Per Security Subscription Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are Preferred Share is being offered pursuant to an offering circular dated ______________December 1, 2022 2018 (the “Offering Circular”) ), filed with the SEC as part of the Company’s Offering Statement on Form 1-A (the “Offering Statement”) in connection with the Company’s offering of up to $50,000,000 of Class A Non-Voting Preferred Shares (the “Offering”). By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including the exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s no payment (or portion thereof if partially rejected) will be returned made by Subscriber to Subscriber without interest the Company and all of Subscriber’s obligations hereunder relating to the rejected subscription shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close accept all or any portion of this offering, Offering on various dates at or prior to the Termination Date (each each, a “Closing Date”).
(e) In the event of rejection of this subscription in its entiretysubscription, or in the event the sale of the Securities (or any portion thereof) to Investor Preferred Share is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.
Appears in 2 contracts
Sources: Subscription Agreement (Tuscan Gardens Senior Living Communities, Inc.), Subscription Agreement (Tuscan Gardens Senior Living Communities, Inc.)
Subscription. (a) The undersigned (“Subscriber”) Investor hereby irrevocably subscribes for and agrees to purchase shares of Series Interests B Non-Voting Preferred Stock, par value $0.001 per share (the “Securities”), of YSMD Series Buttonwood 19-3 LLCWayBetter, Inc., a registered series corporation incorporated in the state of a Delaware series limited liability company (the “Company”), at a purchase price of $5.00 1.00 per membership interest share of Series B Non-Voting Preferred Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest Series B Non-Voting Preferred Stock are as set forth in the Operating Agreement Amended and Restated Certificate of YSMDIncorporation set forth as Exhibit 2.1 of the Offering Statement.
(b) By subscribing to the Offering, LLC and the respective series designationInvestor acknowledges that Investor has received this Subscription Agreement, filed as Exhibits to a copy of the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information reasonably required by the Subscriber Investor to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The SubscriberIn the event Company chooses to reject this subscription, Company shall deliver written notice to North Capital Private Securities Corporation (“NCPS”) demonstrating Company’s subscription may be accepted or rejected in whole or in part, at any time prior intent to a Closing Date (as hereinafter defined), by the Company at its sole discretiondo so. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber Investor only a portion of the number of Securities Subscriber Investor has subscribed for. The Company will notify Subscriber Investor whether this subscription is accepted (whether in whole or in part) or rejected. Investor’s subscription shall be deemed to be accepted by the Company only when a duly authorized officer of the Company delivers notice to NCPS and Investor at a Closing. If SubscriberInvestor’s subscription is rejected, SubscriberInvestor’s payment (or portion thereof if partially rejected) will be returned to Subscriber Investor without interest and all of SubscriberInvestor’s obligations hereunder shall terminate. Notwithstanding anything in this Subscription Agreement to the contrary, the Company shall have no obligation to issue any of the Securities to any person who is a resident of a jurisdiction in which the issuance of Securities to such person would constitute a violation of the securities, "blue sky" or other similar laws of such jurisdiction.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 20,000,000 (the “Maximum Offering”). The Company may accept subscriptions until February [__], 2017, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Units (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
Appears in 2 contracts
Sources: Subscription Agreement (WayBetter, Inc.), Subscription Agreement (WayBetter, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests (the “Securities”), of YSMD Series Buttonwood 19-3 33 Mine Street LLC, a registered series of a Delaware series limited liability company (the “Company”), at a purchase price of $5.00 per membership interest (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20300, or 4 60 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 2024 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 867,258 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.
Appears in 2 contracts
Sources: Subscription Agreement (Ysmd, LLC), Subscription Agreement (Ysmd, LLC)
Subscription. (a) The undersigned (the “SubscriberPurchaser”) hereby irrevocably subscribes for and agrees to purchase Series Interests shares (the “SecuritiesShares”)) of common stock, par value $0.001 per share, of YSMD Series Buttonwood 19-3 LLCFortune Nickel and Gold Inc., a registered series of a Delaware series limited liability company New York corporation (the “Company”), . Such purchases shall be made at a purchase price of $5.00 0.10 per membership interest share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is purchase that may be made by any Purchaser shall be $20, or 4 Units200. Purchases for investment below the minimum investment amount may be accepted at the discretion of the Company. The rights purchase price of the membership interest are as set forth each Share is payable in the Operating manner provided in Section 2(a) below. The Shares being subscribed for under this Subscription Agreement of YSMD, LLC and the respective series designation, filed subscribed for herein are sometimes referred to herein as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering StatementSecurities.”).
(b) Subscriber Purchaser understands that the Securities are being offered pursuant to an offering circular dated ______________August 2, 2022 2024 (the “Offering Circular”) ), filed with the SEC as part of the an Offering Statement. By executing this Subscription Agreementsubscribing to the Offering, Subscriber Purchaser acknowledges that Subscriber Purchaser has received this Subscription Agreement, copies and reviewed a copy of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber Purchaser to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party decision with respect to the Operating AgreementSecurities.
(c) The SubscriberPurchaser’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing the Termination Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber Purchaser only a portion of the number of Securities Subscriber the Shares that Purchaser has subscribed forto purchase hereunder. The Company will notify Subscriber Purchaser whether this subscription is accepted (whether in whole or in part) or rejected. If SubscriberPurchaser’s subscription is rejected, SubscriberPurchaser’s payment (or portion thereof if partially rejected) will be returned to Subscriber Purchaser without interest and all of SubscriberPurchaser’s obligations hereunder shall terminate.
(d) The aggregate number of Securities shares of Shares that may be sold by the Company in this offering shall not exceed 4,514,621 20,000,000 shares (the “Maximum OfferingShares”). The There is no minimum required offering amount and the Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, offering on various dates at or prior to the Termination Date (each a “Closing DateClosing”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities Shares (or any portion thereof) to Investor Purchaser is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(g) The terms of this Subscription Agreement shall be binding upon Purchaser and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Purchaser, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 2 contracts
Sources: Subscription Agreement (Fortune Nickel & Gold Inc), Subscription Agreement (Fortune Nickel & Gold Inc)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests (the “Securities”), of YSMD [SERIES NAME], a Series Buttonwood 19-3 of Here Collection LLC, a registered series of a Delaware series limited liability company (the “Company”), at a purchase price of $5.00 1.00 per membership interest (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20100, or 4 100 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, Here Collection LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 [___] (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.
Appears in 2 contracts
Sources: Subscription Agreement (Here Collection LLC), Subscription Agreement (Here Collection LLC)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees Subject to purchase Series Interests (the “Securities”), of YSMD Series Buttonwood 19-3 LLC, a registered series of a Delaware series limited liability company (the “Company”), at a purchase price of $5.00 per membership interest (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20hereof, or 4 Units. The rights Subscriber hereby agrees to subscribe for and purchase, and the Issuer hereby agrees to issue and sell to Subscriber, upon the payment of the membership interest are as set forth in Purchase Price, the Operating Agreement of YSMDAcquired Shares (such subscription and issuance, LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering StatementSubscription”).
; provided, however, [(b) Subscriber understands that i)] the Securities are being offered pursuant to an offering circular dated ______________, 2022 (the “Offering Circular”) filed with the SEC as part number of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required Acquired Shares shall be reduced by one share for every $10.20 paid by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party pursuant to the Operating Agreement.
Convertible Financing[, (cii) The Subscriber’s subscription the number of Acquired Shares may be accepted or rejected reduced, in whole or an amount to be determined by Subscriber in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate by up to Subscriber only a portion one share for every $20.40 of Issuer Cash (as defined below) above $120,000,000, to the extent the Issuer has cash and cash equivalents (“Issuer Cash”) in an aggregate amount not less than $120,000,000, including, without duplication, (A) the cash available to NETC from the Trust Account (as defined below) (after giving effect to the redemption of any shares of Class A common stock, par value $0.0001 per share of NETC by the stockholders of NETC), (B) cash and cash equivalents held by the Issuer and the Issuer’s subsidiaries as of immediately prior to the closing of the Business Combination, (C) any amounts or proceeds received pursuant to the Convertible Financing in connection with the closing of the Business Combination (for the avoidance of doubt, excluding any amounts which have been previously funded prior to the closing of the Business Combination, except to the extent such amounts are held by the Issuer and the Issuer’s subsidiaries as of immediately prior to the closing of the Business Combination), (D) any amounts or proceeds received from certain additional investors entering into subscription agreements with NETC and the Issuer to subscribe for and purchase Convertible Notes (the “Additional Notes Subscription Agreements”), and (E) any amounts or proceeds received pursuant to the this Subscription Agreement and the Other Subscription Agreements in connection with the closing of the Business Combination, and after giving effect to the payment of any Outstanding Company Transaction Expenses (as defined in the Business Combination Agreement) and Outstanding SPAC Transaction Expenses (as defined in the Business Combination), and [(iii)] in the event that the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription Acquired Shares is accepted reduced pursuant to clause (whether in whole i) [or in part) or rejected. If Subscriber’s subscription is rejected(ii)] above, Subscriber’s payment (or portion thereof if partially rejected) will there shall be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or corresponding reduction in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effectPurchase Price.]
Appears in 2 contracts
Sources: Subscription Agreement (Nabors Energy Transition Corp.), Subscription Agreement (Nabors Energy Transition Corp.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCSugarfina Corporation, a registered series of a Delaware series limited liability company C corporation (the “Company”), at a purchase price of $5.00 10.00 per membership interest share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units500.00. The rights of the membership interest Common Stock are as set forth in the Operating Agreement Company’s Certificate of YSMD, LLC Incorporation and the respective series designation, Bylaws filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that StartEngine Primary, LLC (“StartEngine Primary”), which is serving as the Company’s broker-dealer in this offering, will assess a processing fee of 3.5% of the value of the shares subscribed for. This processing fee shall count against the per investor limit set out in Section 4(d)(ii) below.
(c) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(cd) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(de) The aggregate number of Securities sold shall not exceed 4,514,621 2,750,000 shares of Common Stock, including 250,000 bonus shares (the “Maximum Offering”). The There is no minimum required offering amount and the Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 6 hereof, which shall remain in force and effect.
(g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).
Appears in 2 contracts
Sources: Subscription Agreement (Sugarfina Corp), Subscription Agreement (Sugarfina Holdings LLC)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests the Common Stock, par value $0.0001 per share (the “Securities”), of YSMD Series Buttonwood 19-3 LLCEndonovo Therapeutics, Inc., a registered series of a Delaware series limited liability company corporation (the “Company”), at a purchase price of $5.00 [0,0XX] per membership interest share of the Securities (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription per Subscriber is $20, or 4 Units5,000. The rights of the membership interest Securities are as set forth in the Operating Agreement Certificate of YSMD, LLC and the respective series designation, filed Incorporation included as Exhibits an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________[XX, 2022 2022] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 XXXX shares issued for cash consideration (the “Maximum Offering”). The Company may accept subscriptions until ______, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).
Appears in 2 contracts
Sources: Subscription Agreement (Endonovo Therapeutics, Inc.), Subscription Agreement (Endonovo Therapeutics, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests a unit or units (the “SecuritiesUnits”), ) of YSMD Series Buttonwood 19-3 LLC, a registered series of a Delaware series limited liability company (the “Company”), Company at a purchase price of $5.00 0.75 per membership interest Unit (the “Per Security Unit Price”), ) upon the terms and conditions set forth hereinherein (the “Offering”). The minimum subscription is Each Unit shall consist of the following:
(i) 3 shares of the common stock, $20, or 4 Units.0001 par value (the “Common Stock”) of the Company; and,
(ii) 1 purchase warrant with each whole Warrant entitling the holder to each whole Warrant entitling the holder rights to purchase 1 Share at a purchase price equal to $0.50 for a period of 5 years from the date of issuance (the “Warrant”). The rights of the membership interest Units, and the Common Stock shares and Warrants underlying such Units (collectively, the “Securities”), are as set forth in the Operating Agreement of YSMDOffering Circular on Form 1-A, LLC and the respective series designationas amended, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities Units are being offered pursuant to an offering circular dated ______________, 2022 _________________ (the “Offering Circular”) ), filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto the Exhibits thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Units Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate.
(d) The aggregate number of Securities Units sold shall not exceed 4,514,621 1,200,000 Units (the “Maximum OfferingNumber of Units”). The Company may accept subscriptions until _____________________________, unless the termination earliest of extended by the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations (the “Termination Date”)) or until the Maximum Number of Units under the Offering are sold. The Company may elect at any time to close all or any portion of this offeringOffering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities Units (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 2 contracts
Sources: Subscription Agreement (CannAssist International Corp), Subscription Agreement (CannAssist International Corp)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests (the “Securities”), of YSMD Series Buttonwood 19-3 A, a Series of YSMD, LLC, a registered series of a Delaware series limited liability company (the “Company”), at a purchase price of $5.00 per membership interest (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20500, or 4 100 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.
Appears in 2 contracts
Sources: Subscription Agreement (Ysmd, LLC), Subscription Agreement (Ysmd, LLC)
Subscription. (a) 1.1 The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Preferred Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCHoop Street Center I Corporation, a registered series of a Delaware series limited liability company an Arizona Corporation (the “Company”), and at a purchase price of $5.00 50 per membership interest share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units50. The rights Preferred Stock being subscribed for under this Subscription Agreement and the Common Stock (“Common Stock”) issuable upon conversion of the membership interest Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Preferred Stock are as set forth in the Operating Agreement Certificate of YSMD, LLC and the respective series designation, filed Incorporation included as Exhibits Exhibit ___ to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) 1.2 Subscriber understands that the Securities are being offered pursuant to an offering circular dated [______________, 2022 ] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) 1.3 The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber Subscriber-only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest interest, and all of Subscriber’s obligations hereunder shall terminate.
(d) 1.4 The aggregate number of Securities sold shall not exceed 4,514,621 1,000,000 (the “Maximum Offering”). The Company may accept subscriptions until [______________], unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) 1.5 In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
1.6 The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledged, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 2 contracts
Sources: Subscription Agreement (Hoop Street Center I Corp), Subscription Agreement (Hoop Street Center I Corp)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests shares of common stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCMadeInUSA Fund One, Inc., a registered series of a Delaware series limited liability company corporation (the “Company”), at a purchase price of $5.00 .10 per membership interest (the “Per Security Price”), share and upon the terms and conditions set forth herein. The minimum Company is serving as a “crowdfunding vehicle” as defined under Rule 3a-9 of the Investment Company Act of 1940, as amended, for securities to be acquired from ▇▇▇▇▇▇▇▇▇.▇▇▇, LLC, a Delaware limited liability company (the “Crowdfunding Issuer”). The Securities being subscribed for under this Subscription Agreement constitute shares of common stock of the Company which, which will use the net proceeds of such subscription is $20, or 4 Unitsto acquire securities issued by the Crowdfunding Issuer. The rights of the membership interest Securities are as set forth in the Operating Agreement certificate of YSMD, LLC incorporation and the respective series designation, filed as Exhibits to the Offering Statement bylaws of the Company filed with and any description of the SEC (Securities that appears in the “Offering Statement”)Materials is qualified in its entirety by such document.
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies a copy of the Offering Circular Statement of the Company and Offering Statement including exhibits thereto Crowdfunding Issuer filed with the SEC and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities for which Subscriber has subscribed forsubscribed. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejectedrejected (in whole or in part), Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number value of Securities sold shall not exceed 4,514,621 $1,000,000 (the “Maximum Oversubscription Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms August 19th, 2022 (the “Termination Date”). The Providing that subscriptions for $25,000 worth of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.
Appears in 1 contract
Sources: Subscription Agreement
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests the common stock (the “Securities” or “Common Stock”), of YSMD Series Buttonwood 19-3 LLCGlucose Biosensor Systems (Greater China) Holdings, Inc., a registered series of a Delaware series limited liability company corporation (the “Company”), at a purchase price of $5.00 $ per membership interest share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units$ . The rights of the membership interest Common Stock are as set forth in the Operating Agreement Certificate of YSMD, LLC Incorporation and Bylaws included in the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 2018 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 _____________ (the “Maximum Offering”). The Company may accept subscriptions until _____________, 2018, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Providing that subscriptions for _____________ Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Sources: Subscription Agreement (Glucose Biosensor Systems (Greater China) Holdings, Inc.)
Subscription. (a) The Pursuant to this subscription agreement (the “Subscription Agreement”), the undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase non-voting Series Interests A Eco- Tree 2022 ACT Units (the “Securities” or “Units”), of YSMD Series Buttonwood 19-3 World Tree USA, LLC, a registered series of a Delaware series Nevada limited liability company (the “Company”), at a purchase price of $5.00 2.25 per membership interest Unit, or $2.00 per Unit for the first Six Hundred Thousand Dollars ($600,000) in subscriptions (the “Per Security Unit Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest Units are as set forth in the Second Amended and Restated Operating Agreement of YSMD(“Operating Agreement”) and Unit Designation, LLC and the respective series designation, both filed as Exhibits exhibits to the Offering Statement Form C and included as part of the Company filed with the SEC (the “Offering Statement”)Materials.
(b) Subscriber understands that The minimum subscription is for the Securities are being offered pursuant number of Units equal to an offering circular dated ______________, 2022 a subscription of $1,000.The Company may reduce the minimum subscription in its sole discretion.
(the “Offering Circular”c) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement including exhibits thereto Materials and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(cd) The Subscriber’s This subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(de) The aggregate number of Securities sold shall not exceed 4,514,621 700,000 Units in this offering under Regulation Crowdfunding (the “Maximum Offering”). The Company may accept subscriptions until August 31, 2022, unless otherwise extended by the termination of the Offering Company in accordance with its terms sole discretion (the “Termination Date”). The Provided that subscriptions for at least 125,000 Units are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, and terms of this Subscription Agreement. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this section 1(g).
Appears in 1 contract
Sources: Subscription Agreement
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Class B Non-Voting Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCModVans Inc., a registered series of a Delaware series limited liability company corporation (the “Company”), at a purchase price of $5.00 0.50 per membership interest share of Class B Non-Voting Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription purchase per investor is $20500; provided, or 4 Unitshowever, that we may accept subscriptions for less than this amount in our discretion. The rights and preferences of the membership interest Class B Non-Voting Common Stock are as set forth in the Operating Agreement Certificate of YSMDIncorporation of the Company, LLC and the respective series designation, filed included as Exhibits Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) . Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________December 7, 2022 2023 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreementsubscribing to the Offering, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) . The aggregate number of Securities sold shall not exceed 4,514,621 150,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) . In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests T Preferred Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCStartEngine Crowdfunding, Inc., a registered series of a Delaware series limited liability company Corporation (the “Company”), at a purchase price of $5.00 [___________]per membership interest share of Series T Preferred Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units200,000. The rights of the membership interest Series T Preferred Stock are as set forth in Fourth Amended and Restated Certificate of Incorporation and Bylaws included in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [______________, 2022 ] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 [___________] (the “Maximum Offering”). The Company may accept subscriptions until [_______________], unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Sources: Preferred Stock Subscription Agreement (Startengine Crowdfunding, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCGrow Solutions Holdings, Inc., a registered series of a Delaware series limited liability company Nevada corporation (the “Company”), at a purchase price of $5.00 0.0005 per membership interest share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 6,000,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until the termination of date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
Appears in 1 contract
Sources: Subscription Agreement (Grow Solutions Holdings, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests 2,000,000 shares of Class A Preferred Stock (“Preferred Stock”) and up to 2,000,000 shares of Class A Common Stock into which the Preferred Stock may convert (the “Securities”), of YSMD Series Buttonwood 19-3 LLCGolfSuites 1, Inc., a registered series of a Delaware series limited liability company Corporation, (the “Company”), at a purchase price of $5.00 12.50 per membership interest share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units750. The rights Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion of the membership interest Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Preferred Stock are as set forth in the Operating Agreement Second Certificate of YSMD, LLC Amendment to the Amended and the respective series designation, filed Restated Certificate of Incorporation included as Exhibits Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________[DATE], 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a an applicable Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 2,000,000 shares of Preferred Stock (the “Maximum Offering”). The There is no minimum required offering amount and the Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCAlfadan, Inc., a registered series of a Delaware series limited liability company Florida corporation (the “Company”), at a purchase price of $5.00 2.00 per membership interest share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units500.00. The rights of the membership interest Common Stock are as set forth in the Operating Agreement Company’s Articles of YSMD, LLC Incorporation and the respective series designation, Bylaws filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that StartEngine Primary, LLC (“StartEngine Primary”), which is serving as the Company’s broker-dealer in this offering, will assess a processing fee of 3.5% of the value of the shares subscribed for. This processing fee shall count against the per investor limit set out in Section 4(d)(ii) below.
(c) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(cd) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(de) The aggregate number of Securities sold shall not exceed 4,514,621 3,000,000 shares of Common Stock, including 500,000 bonus shares (the “Maximum Offering”). The There is no minimum required offering amount and the Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 6 hereof, which shall remain in force and effect.
(g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Class A Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCOBSIDIAN PRIME INC, a registered series of a Delaware series limited liability company CALIFORNIA corporation (the “Company”), at a purchase price of $5.00 $ per membership interest share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 75,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until the termination of date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
Appears in 1 contract
Sources: Subscription Agreement
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCSondors, Inc., a registered series of a Delaware series limited liability company corporation (the “Company”), at a purchase price of $5.00 15.00 per membership interest share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest Common Stock are as set forth in the Operating Agreement Certificate of YSMDIncorporation, LLC and as amended, included in the respective series designation, filed as Exhibits to the Offering Statement of the Company company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ____________May __, 2022 2017 (the “Offering Circular”) ), filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto the Exhibits thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 3,333,333 shares of Common Stock (the “Maximum Offeringmaximum number of shares”). The Company may accept subscriptions until ______, 2017, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Public Safety Infrastructure Bonds (the “Bonds” or the “Securities”), of YSMD Series Buttonwood 19-3 LLCKnightscope, Inc., a registered series of a Delaware series limited liability company corporation (the “Company”), at a purchase price of $5.00 1,000 per membership interest (Bond, for the “Per Security Price”)total number of Bonds and the aggregate subscription price set forth on the signature page hereof, upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units1,000. The rights of the membership interest Bonds are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, Indenture filed as Exhibits an Exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering StatementStatement (SEC File No. 024-12314), as may be amended from time to time. By executing this Subscription AgreementAgreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number dollar amount of Securities sold shall not exceed 4,514,621 $10,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests A Non-Voting Preferred Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCiConsumer Corp., a registered series of a Delaware series limited liability company corporation (the “Company”), at a purchase price of $5.00 per membership interest Security as set out on the signature page to this Agreement (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights and preferences of the membership interest Securities are as set forth in the Operating Agreement Certificate of YSMD, LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company Designations filed with the SEC (Secretary of State of Delaware on August 12, 2015, which appears as Exhibit 3.1 to the “Company’s Offering Statement”)Statement filed with the SEC.
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement including exhibits thereto of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 $1,000,000 (the “Maximum Offering”). The Company may accept subscriptions until [DATE], unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Units (the “Termination Date”). The Providing that subscriptions for Securities in the amount of $100,000 are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests A Preferred Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCCub Crafters, Inc., a registered series of a Delaware series limited liability company corporation (the “Company”), at a purchase price of $5.00 per membership interest share of Series A Preferred Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units400. The rights and preferences of the membership interest Series A Preferred Stock are as set forth in the Operating Agreement Amended and Restated Certificate of YSMDIncorporation of the Company, LLC and the respective series designation, filed included as Exhibits exhibit 2.2 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ___________________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreementsubscribing to the Offering, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 10,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Class B Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCHylete, Inc., a registered series of a Delaware series limited liability company California corporation (the “Company”), at a purchase price of $5.00 1.75 per membership interest share of Class B Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest Class B Common Stock are as set forth in Third Amended and Restated Articles of Incorporation of the Operating Agreement of YSMDCompany, LLC and as amended (the respective series designation“Restated Articles”), filed as Exhibits an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 _ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 2,000,000 (the “Maximum Offering”). The Company may accept subscriptions until _________, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests T Preferred Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCStartEngine Crowdfunding, Inc., a registered series of a Delaware series limited liability company Corporation (the “Company”), at a purchase price of $5.00 8.80 per membership interest share of Series T Preferred Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units200,000. The rights of the membership interest Series T Preferred Stock are as set forth in Fourth Amended and Restated Certificate of Incorporation and Bylaws included in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [______________, 2022 ] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 1,136,363 (the “Maximum Offering”). The Company may accept subscriptions until [_______________], unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Sources: Preferred Stock Subscription Agreement (Startengine Crowdfunding, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Class B Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCThrillCorp, Inc., a registered series of a Delaware series limited liability company corporation (the “Company”), at a purchase price of $5.00 10 per membership interest share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights [and preferences] of the membership interest shares are as set forth in [constitutive document] in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement including exhibits thereto of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 5,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until August 31, 2016, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Units (the “Termination Date”). The Providing that subscriptions for 1,200,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCFor the Earth Corp., a registered series of a Delaware series limited liability company corporation (the “Company”), at a purchase price of $5.00 0.001 per membership interest share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold for the Company shall not exceed 4,514,621 15,000,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until the termination of date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCTriplePulse Inc., a registered series of a Delaware series limited liability company corporation (the “Company”), at a purchase price of $5.00 0.39 per membership interest share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest Common Stock are as set forth in the Operating Agreement Second Amended and Restated Certificate of YSMD, LLC and Incorporation of the respective series designationCompany as amended from time to time (the “Restated Certificate”), filed as Exhibits Exhibit 2.3 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________July 30, 2022 2021 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 10,972,223 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering Offering, unless otherwise extended by the Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests the Common Stock, $0.001 par value (the “Securities”), of YSMD Series Buttonwood 19-3 LLCBalanced Pharma Incorporated, a registered series of a Delaware series limited liability company corporation (the “Company”), at a purchase price of $5.00 4.00 per membership interest share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights and preferences of the membership interest Common Stock are as set forth in the Operating Agreement First Amended and Restated Certificate of YSMD, LLC Incorporation and the respective series designationBylaws, filed as Exhibits an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________[DATE], 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a an applicable Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 6,250,000 shares of Common Stock (the “Maximum Offering”). The There is no minimum required offering amount and the Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCCanamed4pets, Inc. Corp., a registered series of a Delaware series limited liability company Wyoming corporation (the “Company”), at a purchase price of $5.00 0.0015 per membership interest share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold for the Company shall not exceed 4,514,621 38,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until the termination of date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) undersigned, _____________________________________________________ pursuant to the provisions of the Warrant, dated October 1, 2000, granted by World Diagnostics Inc. for __________ Common Shares hereby irrevocably subscribes for and agrees elects to purchase Series Interests ______________________ (the “Securities”), ____________) Common Shares of YSMD Series Buttonwood 19-3 LLC, a registered series of a Delaware series limited liability company (the “Company”), at a purchase price of $5.00 per membership interest (the “Per Security Price”), upon the terms and conditions set forth hereinWorld Diagnostics Inc. covered by this Warrant. The minimum subscription is $20, or 4 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated Dated: ___________________, 2022 2000. Signature: EXHIBIT B WORLD DIAGNOSTICS INC. "B" WARRANT FOR THE PURCHASE OF COMMON SHARES No. W - ________ Shares of Common Stock FOR VALUE RECEIVED, WORLD DIAGNOSTICS INC., a Delaware corporation (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement"Company"), Subscriber acknowledges hereby certifies that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber or its permitted assigns is entitled to make an investment decision. It is a condition of purchase from the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time or from time to time after October 1, 2000 but prior to a Closing Date 5:00PM on October 1, 2005, _____ Thousand ( ) fully paid and non-assessable shares of common stock, par value $0.01 per share, of the Company for an aggregate purchase price of $_____ (as hereinafter definedcomputed on the basis of $1.625 per share). (Hereinafter, (i) said common shares, together with any other equity securities which may be issued by the Company at its sole discretion. Upon in substitution therefor, are referred to as the expiration "Common Shares", (ii) the Common Shares purchasable hereunder are referred to as the "Warrant Shares", (iii) the aggregate purchase price payable hereunder for the Warrant Shares is referred to as the "Aggregate Warrant Price", (iv) the price payable hereunder for each of the period specified Warrant Shares, as adjusted in Subscriber’s state the manner set forth in Section 3, is referred to as the "Per Share Warrant Price" and (v) this Warrant and all warrants hereinafter issued in exchange or substitution for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at Warrant are referred to as the option of the Subscriber"Warrants".) The Aggregate Warrant Price is not subject to adjustment. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of The Per Share Warrant Price and the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned Warrant Shares are subject to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminateadjustment as hereinafter provided.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase shares of Series Interests C Preferred Stock (the “SecuritiesSeries C Preferred Stock”), of YSMD Series Buttonwood 19-3 LLCNowRx, Inc., a registered series of a Delaware series limited liability company corporation (the “Company”), at a purchase price of $5.00 10.50 per membership interest (share of Series C Preferred Stock, rounded down to the “Per Security Price”)nearest whole share based on Subscriber’s subscription amount, upon the terms and conditions set forth herein. The minimum subscription amount for Series C Preferred Stock is $20, or 4 Units997.50. SeedInvest Auto Invest participants have a lower investment minimum of $200. The rights shares of Series C Preferred Stock being subscribed for under this Subscription Agreement and the shares of Common Stock (“Common Stock”), issuable upon conversion of the membership interest Series C Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Series C Preferred Stock are as set forth in the Operating Agreement Third Amended and Restated Certificate of YSMD, LLC and Incorporation (the respective series designation, “Restated Certificate”) substantially in the form filed as Exhibits an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 2021 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold in the offering shall not exceed 4,514,621 7,002,801 shares of Series C Preferred Stock (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Offering Termination Date”). The Providing that subscriptions for 238,095 shares of Series C Preferred Stock are received (the “Minimum Offering”), and all other requirements for a closing are met, the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Offering Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement, including the Drag-Along Right in Section 6, in substantially the form set forth in Sections 4 and 6, respectively. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(f).
Appears in 1 contract
Sources: Subscription Agreement (NowRx, Inc.)
Subscription. (a) The undersigned (whether one or more, hereafter referred to as the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of shares set forth below of the $0.00001 par value Series Interests C Preferred Stock (the “Securities”), or the “Series C Preferred Stock”) of YSMD Series Buttonwood 19-3 LLCCoyuchi, Inc., a registered series of a Delaware series limited liability company California corporation (the “Company”), at a purchase price of $5.00 [4.50]/[4.05] per membership interest share (the “Per Security Share Price”), with a minimum purchase of $450 or higher (“Minimum Purchase”), subject to the discretion of the Company and upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest Series C Preferred Stock are as set forth in the Operating Agreement Fourth Amended and Restated Articles of YSMDIncorporation of the Company (as amended, LLC the “Restated Articles”), the Certificate of Determination of Series C Preferred Stock of the Company and the respective series designationBylaws of the Company, filed as each included in the Exhibits to the Offering Statement offering circular of the Company filed with the SEC (the “Offering StatementCircular”).
(b) Subscriber understands that the Securities are being offered in connection with the offering (the “Offering”) by the Company and certain existing stockholders of the Company (the “Selling Stockholders”) of shares of Series C Preferred Stock pursuant to an offering circular statement dated __________, 202____, 2022 _ (the “Offering CircularStatement”) ), a copy of which has been filed with the SEC as part of the Offering StatementSEC. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Circular, including exhibits thereto the Exhibits thereto, and any other Offering Materials or other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company Company, at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities for which the Subscriber has subscribed forsubscribed. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate.
(d) The aggregate number of Securities shares of Series C Preferred Stock that may be sold in the Offering sold shall not exceed 4,514,621 18,518,518 shares (the “Maximum OfferingNumber of Shares”), consisting of up to 14,814,815 shares of Series C Preferred Stock offered by the Company and up to 3,703,703 shares of Series C Preferred Stock offered by Selling Stockholders. The There is no minimum offering amount required, and the Company may accept subscriptions until __________, 2023, unless extended by the termination of the Offering Company, in its sole discretion, in accordance with its terms applicable SEC regulations or until the Maximum Number of Shares under the Offering are sold, whichever shall first occur (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In This Agreement and the covenants made herein shall survive the closing of the purchase of the Securities, provided, however, that in the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which section shall survive termination of this Subscription Agreement and shall remain in full force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (individually and collectively, the “Transferee”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company, in advance, an instrument in a form acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree to, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
(g) By agreeing to these provisions, Subscribers will not be deemed to have waived their rights under the federal securities laws and the rules and regulations thereunder.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests M Preferred Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCOriginClear Inc., a registered series of a Delaware series limited liability company Nevada corporation (the “Company”), at a purchase price of $5.00 25.00 per membership interest share (the “Per Security Price”), provided that a Subscriber must purchase shares in the amount of the minimum investment, $500 (20 shares), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights and preferences of the membership interest Series M Preferred Stock are as set forth in the Operating Agreement form of YSMD, LLC Amended and the respective series designation, filed Restated Certificate of Designation of Series M Preferred Stock included as Exhibits Exhibit 2.29 to the Offering Statement as amended post-qualification of the Company filed with the SEC (the “Offering Statement”). Subject to the terms of the Offering Statement (including, without limitation, the right of the selling stockholder to withdraw from such arrangement at any time), 4.275% of the Securities purchased hereunder will be purchased from the selling stockholder named thereunder.
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 2020 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 794,599 (the “Maximum Offering”). The Company may accept subscriptions until ____, 2021 unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, and the terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCAmerican Leisure Holdings, Inc., a registered series of a Delaware series limited liability company Colorado corporation (the “Company”), at a purchase price of [$5.00 0.0005 - $0.008] per membership interest share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold for the Company shall not exceed 4,514,621 2,500,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until the termination of date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
Appears in 1 contract
Sources: Subscription Agreement (American Leisure Holdings, Inc.)
Subscription. (a) a. The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCNo Borders, Inc., a registered series of a Delaware series limited liability company Nevada corporation (the “Company”), at a purchase price of $5.00 0.007 per membership interest share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) b. Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) c. The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) d. The aggregate number of Securities sold shall not exceed 4,514,621 300,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until the termination of date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) e. In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Series Interests C Preferred Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCMiso Robotics, Inc., a registered series of a Delaware series limited liability company corporation (the “Company”), at a purchase price of $5.00 17.16 per membership interest share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units995.28 representing 58 shares of the Company. The rights Series C Preferred Stock being subscribed for under this Subscription Agreement and the Common Stock (“Conversion Shares”), issuable upon conversion/exercise of the membership interest Series C Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Series C Preferred Stock are as set forth in the Operating Agreement Company’s Fifth Amended and Restated Certificate of YSMD, LLC and the respective series designation, filed Incorporation included as Exhibits an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated December [______________], 2022 2020 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 1,748,252 (the “Maximum Offering”). The Company may accept subscriptions until (i) the termination of date the Maximum Offering has been sold to investors; (ii) 12 months after qualification by the SEC, or (iii) the date at which the offering is earlier terminated by the Company in accordance with its terms sole discretion (the “Termination Date”). The Company has already received subscriptions for 87,413 Securities (the “Minimum Offering”), and the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for On the terms and subject to the conditions of this Agreement, Proparco agrees to purchase Series Interests subscribe and pay for 18,882 (Eighteen Thousand Eight Hundred and Eighty Two) fully paid Proparco CCPS in the Company (the “SecuritiesSubscription Shares”). The issue price per Subscription Share shall be USD 450.16 (Dollars Four Hundred and Fifty and Sixteen Cents) and the aggregate consideration payable for the Subscription Shares by Proparco shall be up to USD 8,499,921 (Dollars Eight Million, of YSMD Series Buttonwood 19-3 LLC, a registered series of a Delaware series limited liability company Four Hundred and Ninety Nine Thousand and Nine Hundred and Twenty One) (the “Company”), at a purchase price of $5.00 per membership interest (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering StatementSubscription Amount”).
(b) Subscriber understands that Subject to the Securities are being offered pursuant terms of this Agreement and the satisfaction of or waiver, as evidenced by the issuance of a CP Fulfillment Notice or a CP Waiver Notice by Proparco, of the conditions of subscription set forth in Section 4.01 (Conditions of the Proparco Subscription), the Company may request Proparco to an offering circular dated ______________, 2022 subscribe to the Subscription Shares and pay the Subscription Amount by delivering a Subscription Notice to Proparco at least 3 (three) Business Days prior to the proposed date of the Proparco Subscription as specified in such Subscription Notice (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(c) Notwithstanding anything contained in this Agreement, Proparco may, at any time before the termination of rights and obligations of Proparco as against the Company and the Sponsors in accordance with Section 2.03 (Termination of Proparco Subscription), in its sole discretion and without request by the Company, deliver a Subscription Notice to the Company by providing 3 (three) Business Days’ prior written notice to the Company and specify the proposed date of Proparco Subscription in such Subscription Notice. On the Subscription Closing Date, Proparco shall remit the Subscription Amount for Subscription Shares in accordance with Section 2.01(e)(i), and the Company shall take the actions set forth in subsection 2.01(e)(ii) in respect of such Subscription Shares. It is clarified that upon Proparco delivering the Subscription Notice to the Company, all the outstanding conditions of subscription set forth in Section 4.01 (Conditions of the Proparco Subscription) shall be deemed to have been either satisfied or waived by Proparco, as the case may be.
(d) If a Subscription Notice is delivered by the Company to Proparco in accordance with Section 2.01(b), or Proparco delivers a Subscription Notice to the Company in accordance with Section 2.01(c), then the Company shall be obliged to issue to Proparco the Subscription Shares on the Subscription Closing Date and shall take all necessary corporate and other actions, including but not limited to all appropriate steps to ensure that a meeting of the Company’s shareholders or a meeting of the board of directors is promptly convened, to ensure that the Subscription Shares shall be issued to Proparco on the Subscription Closing Date, in accordance with the terms of this Agreement.
(e) In On Subscription Closing Date, the event following events shall take place:
(i) Proparco shall remit the Subscription Amount to the following account of rejection the Company: Beneficiary account name: Azure Power Global Ltd Beneficiary account number (IBAN): MU 52 BARC030500000 7069376 000 USD Beneficiary bank: Barclays Bank Mauritius Limited Beneficiary bank SWIFT code: ▇▇▇▇▇▇▇▇▇▇▇ Beneficiary bank address: Barclays Bank Mauritius Limited, International Banking, 1ST Floor, Barclays House, Barclays House, 68-68A, Cybercity Ebene, Mauritius Name of correspondent bank name (for transaction in USD): Barclays Bank PLC Correspondent bank SWIFT code: ▇▇▇▇▇▇▇▇ Correspondent bank address: Barclays Bank PLC, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇. or such other account specified in the Subscription Notice.
(ii) The Company shall:
(A) Upon receipt of the Subscription Amount, issue the Subscription Shares to Proparco, free of all Liens or other encumbrances or rights of third parties and record Proparco as the legal and beneficial owner of the Subscription Shares in the Company’s share register;
(B) Issue share certificates in customary form to Proparco, to reflect Proparco as the owner of the Subscription Shares;
(C) Deliver to Proparco, or as Proparco directs: (a) a copy of the resolution of the board of directors and shareholders of the Company in which the issue and allotment of Subscription Shares to Proparco was approved; and (b) a certified true copy of the Company’s share register, evidencing Proparco’s valid title to the Subscription Shares, free of all Liens or other encumbrances or rights of third parties;
(D) The Company shall reimburse Proparco for all fees and expenses of Proparco, as provided in Section 5.09 (Expenses) of this subscription Agreement including the invoiced fees and expenses of their counsels (or pay such counsels directly and provide their confirmation on the same to Proparco). All transactions contemplated by this Agreement to be consummated at the Subscription Closing Date shall be deemed to occur simultaneously.
(f) Within 5 (five) Business Days from the Subscription Closing Date, the Company shall undertake all post-issue filings and other requirements associated with the issuance of the Subscription Shares in its entiretythe time prescribed for the same under Applicable Law, including filing of (i) the notice of issue of Subscription Shares with the Registrar of Companies; (ii) intimation notice with the Financial Services Commission in relation to issue of the Subscription Shares; and (iii) filing of the amended Charter with the Registrar of Companies along with a copy of such amended Charter to the Financial Services Commission.
(g) The Company shall pay Taxes, registration charges, fees or other charges, if any, payable on or in connection with the event execution, issue, subscription, delivery, registration, translation or notarization of this Agreement, the sale of other Transaction Documents, the Securities Company’s Charter, the Subscription Shares and any other documents related to this Agreement.
(or any portion thereofh) to Investor is not consummated If the Company, for any reason, does not issue the Subscription Shares as set forth in Section 2.01 (e), including by reason of failure of the Company’s board to authorize such issuance, such failure to issue the Subscription Shares shall constitute a breach of the Company’s and the Sponsors’ obligations under this Subscription Agreement Agreement, and Proparco shall have no force the right to exercise any and all rights or effect with respect legal or equitable remedies of any kind which may accrue to it against the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force Company and effectthe Sponsors.
Appears in 1 contract
Sources: CCPS Subscription Agreement (Azure Power Global LTD)
Subscription. Subject to the terms and conditions hereof, at the Closing (a) The undersigned (“Subscriber”) as defined below), Subscriber hereby irrevocably subscribes agrees to subscribe for and purchase, and the Issuer hereby agrees to issue and sell to Subscriber, as set forth below, the Warrant upon the payment of the Purchase Price (such purchase Series Interests (and issuance, the “SecuritiesSubscription”).
1.1. The Subscriber shall pay the Tranche 1 Warrant Purchase Price to the Issuer or, following the Acquisition or any other reorganization involving the Issuer as described in the Warrant (a “Reorganization”), the applicable successor, acquirer or parent entity resulting from such Reorganization (such entity, which shall be Supernova in the event of YSMD Series Buttonwood 19-3 LLCthe Acquisition, a registered series of a Delaware series limited liability company (the “Company”), at a purchase price ) by wire transfer of readily available funds of $5.00 per membership interest 4,999,950 upon the later of (x) the closing of the Acquisition and (y) June 30, 2022 (such applicable date, the “Per Security PriceTranche 1 Payment Date”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights Upon receipt of payment of the membership interest are Tranche 1 Warrant Purchase Price, the Warrant shall vest and be exercisable by the Subscriber with respect to the Tranche 1 Warrant Shares as set forth in the Operating Agreement terms of YSMDthe Warrant; provided, LLC that, the Subscription shall be deemed to be rejected and the respective series designation, filed as Exhibits Subscriber shall not be entitled to be issued the Warrant upon a termination of this Subscription Agreement in accordance with its terms.
1.2. The Subscriber shall pay the Tranche 2 Warrant Purchase Price to the Offering Statement Issuer by wire transfer of readily available funds of $4,999,950, upon the later to occur of (x) the Tranche 1 Payment Date, and (y) the closing of any transaction or series of related transactions which results in the listing of the Company filed capital stock of the Subscriber of any of its Affiliates, including an initial public offering, a direct listing, a combination with the SEC a special purpose acquisition company or any similar listing event (the “Offering StatementSubscriber Listing Event”) (such applicable date, the “Tranche 2 Payment Date”).
; provided, that if such Subscriber Listing Event has not occurred on or prior to the second (b2nd) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (the “Offering Circular”) filed with the SEC as part anniversary of the Offering Statement. By executing date of this Subscription Agreement, then the Issuer shall be entitled to reject the Subscription with respect to the Tranche 2 Warrant Purchase and the Warrant shall not vest or be exercisable with respect to the Tranche 2 Warrant Shares, and Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies shall not have any further obligation with respect to the payment of the Offering Circular Tranche 2 Warrant Purchase Price. Upon receipt of payment of the Tranche 2 Warrant Purchase Price, the Warrant shall vest and Offering Statement including exhibits thereto and any other information required be exercisable by the Subscriber with respect to make an investment decision. It is a condition the Tranche 2 Warrant Shares as set forth in the terms of the Company’s acceptance Warrant; provided, that, the Subscription shall be deemed to be rejected and the Subscriber shall not entitled to be issued the Warrant upon a termination of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering Subscription Agreement in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”)terms.
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.
Appears in 1 contract
Sources: Warrant Subscription Agreement (Rigetti Computing, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCSky440, Inc., a registered series of a Delaware series limited liability company corporation (the “Company”), at a purchase price of $5.00 0.00005 per membership interest share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 20,000,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until the termination of date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCGrow Solutions Holdings, Inc., a registered series of a Delaware series limited liability company Nevada corporation (the “Company”), at a purchase price of $5.00 0.0015 per membership interest share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 2,000,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until the termination of date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
Appears in 1 contract
Sources: Subscription Agreement (Grow Solutions Holdings, Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests membership interests (the “Securities”), of YSMD Ark7 Properties Plus LLC - Series Buttonwood 19-3 LLC#[_________], a registered series of a Delaware series limited liability company company, (the “Company”), at a purchase price of $5.00 [____] per membership interest (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, Ark7 Properties Plus LLC and the respective series designation, filed as Exhibits Exhibit 2.2 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ________[______, 2022 2022] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 $[________] (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The There is no minimum offering condition, and the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Non-Voting Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCCalTier, Inc., a registered series of a Delaware series limited liability company corporation (the “Company”), at a purchase price of $5.00 6.75 per membership interest Non-Voting Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20189.00, or 4 Units28 shares. The rights of the membership interest Non-Voting Common Stock are as set forth in the Operating Agreement Company’s Certificate of YSMD, LLC and the respective series designation, Incorporation filed as Exhibits an Exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering StatementStatement (SEC File No. 024-12371), as may be amended from time to time. By executing this Subscription AgreementAgreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 444,444 (the “Maximum Offering”). This does not include shares that may be issued as “Bonus Shares” as described in the Offering Statement for no additional consideration. The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Class B Stocks (the “Securities”), of YSMD Series Buttonwood 19-3 LLCPROVEDA CORPORATION, a registered series of a Delaware series limited liability company Corporation (the “Company”), at a purchase price of $5.00 1.70 per membership interest share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest Class B Common Stocks are as set forth in the Operating Agreement Certificate of YSMD, LLC Incorporation and any description of the respective series designation, filed as Exhibits to Securities that appears in the Offering Statement of the Company filed with the SEC (the “Offering Statement”)Materials is qualified in its entirety by such document.
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement including exhibits thereto of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 294,117 (the “Maximum Oversubscription Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms July 20, 2024 (the “Termination Date”). The Providing that subscriptions for 5,882 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offeringoffering (each such closing, a “Closing”), on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.
Appears in 1 contract
Sources: Subscription Agreement
Subscription. 1.1 On the basis of the representations and warranties and subject to the terms and conditions set forth in this Agreement and in the form of certificate representing the Debentures (a) The undersigned (the “SubscriberDebenture Certificate”) ), the Subscriber hereby irrevocably subscribes for and agrees to purchase Series Interests the Debentures in the Principal Amount as shown on page 2 of this Agreement (such subscription and agreement to purchase the Debentures being, the “SecuritiesSubscription”), of YSMD Series Buttonwood 19-3 LLCand the Issuer agrees to sell the Debentures to the Subscriber, a registered series of a Delaware series limited liability company (the “Company”), at a purchase price of $5.00 per membership interest (the “Per Security Price”), effective upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defineddefined herein), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) 1.2 The aggregate number of Securities sold shall not exceed 4,514,621 Principal Amount, and any accrued but unpaid interest thereon, will mature on the date that is two years after the Closing Date (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Maturity Date”).
1.3 The Principal Amount will accrue simple interest in accordance with the terms of the Debenture from the Closing Date at the rate of 15.00% per annum (ethe “Interest”) In until the event of rejection of this subscription in its entiretyMaturity Date, or which Interest will be payable quarterly.
1.4 The Debenture will be issued pursuant to the terms set out in the event Debenture Certificate containing such additional terms and conditions as are agreed between the sale Issuer and the Subscriber, which will be issued to the Subscriber by the Issuer on the closing of the Securities Offering (or any portion thereofthe “Closing”).
1.5 Each Warrant will entitle the holder thereof to acquire one Warrant Share at a price per Warrant Share equal to $1.24 per Warrant Share (the “Warrant Exercise Price”) until 5:00 p.m. (Eastern time) on the date of expiration of the Warrant, which is two years following the Closing Date.
1.6 The Debentures, the Warrants and the Warrant Shares are collectively referred to Investor is not consummated for any reasonherein as the “Securities”. The shares of common stock of the Issuer are referred to herein as the “Shares”. This Agreement, this Subscription Agreement shall have no force or effect the Debenture, the Debenture Certificate, the Warrants, the registration rights agreement entered into by and between the Issuer and Subscriber (the “Registration Rights Agreement”) with respect to the rejected subscription Warrant Shares, the stock pledge agreement entered into by and between the Issuer and Subscriber (or portion thereofthe “Stock Pledge Agreement”), except the guaranty (the “Guaranty”) entered into with Global Crossing Airlines Inc. and Global Crossing Airlines Operations LLC (each a “Guarantor” and together with the Issuer, the “Credit Parties”), and, with the exception of the Alterna Lease, each of the other agreements, documents and certificates to be entered into in connection with the transactions contemplated by this Agreement, together with all exhibits, schedules, annexes and other attachments thereto, are collectively referred to herein as the “Transaction Documents.”
1.7 The Subscriber acknowledges that the Debentures have been offered as part of a larger offering by the Issuer of additional Debentures to other subscribers for Section 5 hereofgross proceeds of up to $7,500,000 (the “Offering”). Members of management and the Board of Directors of the Issuer, which or an existing shareholder, shall remain subscribe for a minimum of $500,000 of the Offering.
1.8 Unless otherwise provided, all dollar amounts referred to in force this Agreement are in lawful money of the United States. Canadian dollar amount shall be converted into United States dollars using the most recent daily exchange rate posted by the Bank of Canada for the day prior the relevant date and effectrounded down to two decimal places.
1.9 The proceeds of the Offering shall be used by the Issuer to (a) secure three passenger A320 aircraft for charter operations, to be delivered by June 30, 2022, in addition to the six passenger aircraft currently used in charter operations; (b) fund deposits for four A321F aircraft for cargo operations by December 31, 2022; and (c) for general business purposes (collectively, the “Use of Proceeds”).
Appears in 1 contract
Sources: Private Placement Subscription Agreement for Debentures (Global Crossing Airlines Group Inc.)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests shares of Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCFlower Turbines, Inc., a registered series of a Delaware series limited liability company corporation (the “Company”), at a purchase price of $5.00 70.00 per membership interest share (the “Per Security Price”), upon the terms and conditions set forth herein, plus $2.45 per share which each investor shall pay directly to StartEngine Primary as a commission. The minimum subscription is $20560, or 4 Unitswhich excludes the 3.5% commission to be paid by Subscriber directly to StartEngine Primary as a commission. The rights and preferences of the membership interest common stock are as set forth in the Operating Agreement Company’s certificate of YSMDincorporation, LLC and the respective series designation, filed found as Exhibits Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 200,000 shares of Common Stock, plus up to 40,000 bonus shares that may be issued to certain investors (the “Maximum Offering”). The Company may accept subscriptions until on a continuous basis, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) a. The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests shares of Non-Voting Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 Fathom Producers LLC., a registered series of a Delaware series limited liability company Limited Liability Company incorporated in Texas (the “Company”), at a purchase price of $5.00 75.00 per membership interest share of Non-Voting Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest Non-Voting Common Stock are as set forth in the Operating Agreement Articles of YSMDIncorporation, LLC relevant state statutes, and under any description of the respective series designation, filed as Exhibits to Securities that appears in the Offering Statement of the Company filed with the SEC (the “Offering Statement”)Materials is qualified in its entirety by such document.
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. b. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement including exhibits thereto of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription c. This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) d. The aggregate number of Securities sold shall not exceed 4,514,621 One Thousand Four Hundred and Twenty (1,420) (the “Maximum Oversubscription Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms 19th April 2019 (the “Termination Date”). The Providing that subscriptions for [insert minimum shares] Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) e. In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.
Appears in 1 contract
Sources: Stock Subscription Agreement
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCSaddle Ranch Media, Inc., a registered series of a Delaware series limited liability company Utah corporation (the “Company”), at a purchase price of $5.00 0.0003 per membership interest share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 3,000,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until the termination of date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) 1.1 Subscriber hereby irrevocably subscribes for and agrees to purchase Series Interests the number of shares (the “Securities”"Shares") of common shares, $.001 par value per share (the "Common Shares"), of YSMD Series Buttonwood 19-3 LLCBasic Empire Corporation, a registered series of a Delaware series limited liability company Nevada corporation (the “"Company”"), indicated on the signature page attached hereto at a the purchase price of $5.00 per membership interest set forth on such signature page (the “Per Security "Purchase Price”"), such Purchase Price being equal to the product of (i) the number of Common Shares subscribed for by the Subscriber and (ii) current fair market value of the shares of Common Shares. Subscriber has made or will make payment by wire transfer of funds in accordance with instructions from the Company in the full amount of the Purchase Price of the Common Shares for which Subscriber is subscribing (the "Payment").
1.2 This Agreement is part of an isolated offering of Common Shares being conducted by the Company in reliance upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights exemption from the registration requirements of the membership interest are Securities Act of 1933, as set forth amended ( the "Act"), afforded by Section 4(2) thereunder.
1.3 The Company will hold closing of the offering (the "Closing") at any mutually agreeable time, hereinafter sometimes referred to as a "Closing Date." Upon receipt by the Company of the requisite payment for all Common Shares to be purchased by the Subscriber, the Common Shares so purchased will be issued in the Operating Agreement name of YSMDthe Subscriber, LLC and the respective series designation, filed as Exhibits to name of the Offering Statement Subscriber will be registered on the stock transfer books of the Company filed with as the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (the “Offering Circular”) filed with the SEC as part record owner of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed forCommon Shares. The Company will notify promptly thereafter issue to the Subscriber whether participating in such closing a stock certificate for the Common Shares so purchased.
1.4 Subscriber hereby agrees to be bound hereby upon (i) execution and delivery to the Company of the signature page to this subscription is accepted Agreement and (whether in whole or in partii) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all written acceptance on the Closing Date by the Company of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof's subscription, which shall remain in force and effectbe confirmed by faxing to the Subscriber the signature page to this Agreement that has been executed by the Company (the "Subscription").
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Class B Units (the “Securities”), of YSMD Series Buttonwood 19-3 SHAPEACCELERATOR USA LLC, a registered series of a Delaware series limited liability company FLORIDA Limited Liability Company (the “Company”), at a purchase price of $5.00 1.00 per membership interest unit (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest Class B Common Units are as set forth in the Operating Agreement Certificate of YSMD, LLC Incorporation and any description of the respective series designation, filed as Exhibits to Securities that appears in the Offering Statement of the Company filed with the SEC (the “Offering Statement”)Materials is qualified in its entirety by such document.
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement including exhibits thereto of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 124,000 (the “Maximum Oversubscription Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms August 15, 2024 (the “Termination Date”). The Providing that subscriptions for 10,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offeringoffering (each such closing, a “Closing”), on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.
Appears in 1 contract
Sources: Subscription Agreement
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests common shares (the “Securities”), of YSMD Series Buttonwood 19-3 LLCPogoTec, Inc., a registered series of a Delaware series limited liability company Corporation (the “Company”), at a purchase price of $5.00 [_____] per membership interest share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is [$20, or 4 Units_____]. The rights and preferences of the membership interest common shares are as set forth in the Operating Agreement Company’s Proposed Amended and Restated Certificate of YSMD, LLC Incorporation and the respective series designation, filed Proposed Amended and Restated Bylaws attached as Exhibits 2.3 and 2.5 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [______________, 2022 ,] 2018 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 [__________] (the “Maximum Offering”). The Company may accept subscriptions until [DATE], unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Providing that subscriptions for [_________] Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Subscription. (a) a. The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCMaptelligent, Inc., a registered series of a Delaware series limited liability company Nevada corporation (the “Company”), at a purchase price of $5.00 .01 per membership interest share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription purchase requirement per investor is 166,667 Offered Shares ($2020,000); however, or 4 Units. The rights of we can waive the membership interest are as set forth minimum purchase requirement on a case-by-case basis in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)our sole discretion.
(b) b. Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) c. The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) d. The aggregate number of Securities sold shall not exceed 4,514,621 500,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until the termination of date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) e. In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Series Interests A Preferred Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCGraze, Inc., a registered series of a Delaware series limited liability company corporation (the “Company”), at a purchase price of $5.00 5.80 per membership interest share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units172 shares. The rights of the membership interest Series A Preferred Stock are as set forth in the Operating Agreement Second Amended and Restated Certificate of YSMDIncorporation and Certificate of Amended thereto, LLC and the respective series designation, filed which are included as Exhibits exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________November 9, 2022 2021 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 862,069 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(f).
Appears in 1 contract
Sources: Subscription Agreement (Graze, Inc.)
Subscription. On the terms set forth herein, Subscriber hereby subscribes for up to $200 million principal amount (the "Subscription Amount") of Subordinated Debentures substantially in the form attached as Exhibit A, at a price of $1,000 per $1,000 principal amount of Subordinated Debentures at the time the subscription is called in whole or in part ("Subscription Price"). The parties acknowledge and agree that the Subscription Amount will be used first, to repay Homestead's obligations under the Credit Agreement and second, to the extent necessary, to fund projects under development which are Mortgaged Properties (as defined in the Credit Agreement). Subscriber hereby agrees that this subscription is and shall be irrevocable and shall survive and shall not be affected by the subsequent dissolution, bankruptcy or insolvency of Homestead, or any defenses, counterclaims or setoffs which Subscriber may at any time have against Homestead, but that the obligations hereunder will terminate if (a) The undersigned (“Subscriber”) hereby irrevocably subscribes Homestead or the Agent does not call the subscription or any part of it for and agrees to purchase Series Interests (the “Securities”)any reason by June 30, of YSMD Series Buttonwood 19-3 LLC, a registered series of a Delaware series limited liability company (the “Company”), at a purchase price of $5.00 per membership interest (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, 1999 or 4 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) 14 days after the Credit Agreement is terminated. Subscriber understands acknowledges that the Securities are being offered pursuant Homestead is not obligated to an offering circular dated ______________, 2022 (the “Offering Circular”) filed with the SEC as call all or any part of the Offering StatementSubscription Amount. By executing In addition, Subscriber's obligation to fund the Subscription Amount will be reduced or terminated to the extent Homestead (i) issues equity securities, including Shares, to any third party (or to Subscriber pursuant to a separate offering) before June 30, 1999, as provided in Section 9, and (ii) uses the proceeds thereof to pay down its obligations under the Credit Agreement by the amount of net proceeds received by Homestead from the sale of equity securities and any remaining net proceeds to fund projects under development which are Mortgaged Properties (as defined in the Credit Agreement). Subscriber acknowledges and agrees that any issuance of convertible subordinated debentures in a private offering managed by ▇▇▇▇▇▇▇ ▇▇▇▇▇, the proceeds of which will be used to purchase convertible mortgages of Homestead, shall not reduce or terminate Subscriber's subscription obligation hereunder. As of the date of this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies no knowledge of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreementclaims or offsets against Homestead.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCFor the Earth Corp., a registered series of a Delaware series limited liability company corporation (the “Company”), at a purchase price of $5.00 0.0001 per membership interest share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold for the Company shall not exceed 4,514,621 5,000,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until the termination of date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCWorthpoint Corporation, a registered series of a Delaware series limited liability company corporation (the “Company”), at a purchase price of $5.00 11.00 per membership interest share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest shares are as set forth in Amended and Restated Certificate of Incorporation, as amended, included in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ____________December __, 2022 2016 (the “Offering Circular”) ), filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including the exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 454,545 (the “Maximum Offeringmaximum number of shares”). The Company may accept subscriptions until _______, 2017, unless otherwise extended by the termination of the Offering Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the maximum number of shares (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Class A-1 Membership Unit (the “Securities”), of YSMD Series Buttonwood 19-3 Vernafund CF, LLC, a registered series of a Delaware series limited liability company (the “Company”), at a purchase price of $5.00 1,000 per membership interest Class A-1 Membership Unit (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights and preferences of the membership interest Class A-1 Membership Units are as set forth in operating agreement and any description of the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits to Securities that appears in the Offering Statement of the Company filed with the SEC (the “Offering Statement”)Materials is qualified in its entirety by such document.
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies a copy of the Offering Circular and Offering Statement including exhibits thereto of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 1,235 Units (the “Maximum Oversubscription Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms August 3, 2023 (the “Termination Date”). The Providing that subscriptions for 25 Units received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.
Appears in 1 contract
Subscription. (a) The 1.1 On the basis of the representations and warranties and subject to the terms and conditions set forth herein, the undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests (the “Securities”), of YSMD Series Buttonwood 19-3 LLC, a registered series of a Delaware series limited liability company (the “Company”), at a purchase price of $5.00 per membership interest (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 _______ units (the “Offering CircularUnits”) filed with at a price per Unit of US$2.25, (such subscription and agreement to purchase being the SEC as part “Subscription”), for an aggregate purchase price of US$ _______ (the “Subscription Proceeds”).
1.2 Each Unit will consist of one common share in the capital of the Offering StatementCompany (each, a “Share”) and two common share purchase warrants (each, a “Warrant”) subject to adjustment. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies Each Warrant shall be transferable and shall entitle the holder thereof to purchase one share of common stock in the capital of the Offering Circular Company (each, a “Warrant Share”), as presently constituted, for a period of thirty-six months commencing from the Closing (as defined hereafter), at a price per Warrant Share of US$3.25 and Offering Statement including exhibits thereto US$5.25 respectively. Certificate(s) representing the Warrants will be in the form attached as Exhibit A. The Shares, Warrants and any other information required by the Subscriber Warrant Shares are referred to make an investment decision. It is a condition of as the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement“Securities”.
(c) The Subscriber’s subscription 1.3 After the Warrant Shares have been registered and qualified for resale in accordance with Section 10.1, the Company may be accepted or rejected in whole or in partrequire holders of Warrants, at any time prior to following the date that the closing price of the Shares as listed on a Closing Date Principal Market (as hereinafter defineddefined herein), as quoted by Bloomberg L.P. (the Company “Closing Price”) has averaged at its sole discretion. Upon or above US$4.00 or US$6.25 for the expiration corresponding Warrants for a period of twenty consecutive trading days, to exercise the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked Warrants and acquire Warrant Shares at the option applicable price per Warrant Share. The Warrants must be exercised within five (5) business days of the Subscriber. In addition, receipt of notice from the Company, at its sole discretionafter which time the Warrants shall be cancelled if unexercised. As used herein, may allocate to Subscriber only a portion of the number “Principal Market” shall mean The National Association of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole Dealers Inc.'s OTC Bulletin Board, the Nasdaq SmallCap Market, or in part) or rejectedthe American Stock Exchange. If Subscriber’s subscription is rejectedthe Common Shares are not traded on a Principal Market, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder the Closing Price shall terminate.
(d) The aggregate number mean the reported Closing Price for the Common Shares, as furnished by the National Association of Securities sold shall not exceed 4,514,621 (Dealers, Inc., for the “Maximum Offering”)applicable periods. The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.D/ljm/817378.1
Appears in 1 contract
Sources: Private Placement Subscription Agreement (Eden Energy Corp)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Class B Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCAptera Motors Corp., a registered series of a Delaware series limited liability company corporation (the “Company”), at a purchase price of $5.00 10.50 per membership interest share of Class B Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units210. The rights of the membership interest Securities are as set forth in the Operating Agreement Amended and Restated Certificate of YSMD, LLC and the respective series designationIncorporation, filed as Exhibits Exhibit 2.2 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering StatementStatement (SEC File No. 024-11479), as may be amended from time to time.. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number value of Securities sold shall not exceed 4,514,621 $38,715,747 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests (the “Securities”), of YSMD Series Buttonwood 19-3 A, a Series of YSMD, LLC, a registered series of a Delaware series limited liability company (the “Company”), at a purchase price of $5.00 per membership interest (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20500, or 4 100 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) If Subscriber complete the section of the signature page titled “Auto Invest”, Subscriber agrees to also purchase on a monthly basis that number of Securities for the price set forth on the signature page. A Subscriber wishing to discontinue Auto Invest may do so at any time by navigating to the ‘My Portfolio’ section of the platform and selecting the option to terminate the recurring investment. Termination of the Auto Invest will be effective within 3 business days after such termination.
(d) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(de) The aggregate number of Securities sold shall not exceed 4,514,621 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.
Appears in 1 contract
Sources: Subscription Agreement (Ysmd, LLC)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Series Interests A-1 Preferred Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCGryphon Online Safety, Inc., a registered series of a Delaware series limited liability company corporation (the “Company”), at a purchase price of $5.00 1.10 per membership interest share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units999.90 representing 909 shares of the Company. The rights Series A-1 Preferred Stock being subscribed for under this Subscription Agreement and the Common Stock (“Conversion Shares”) issuable upon conversion/exercise of the membership interest Series A-1 Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Series A-1 Preferred Stock are as set forth in the Operating Agreement Company’s Amended and Restated Certificate of YSMD, LLC and the respective series designation, filed Incorporation included as Exhibits an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon , subject to the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriberconditions set forth herein. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold by the Company pursuant to the offering described in the Offering Circular (the “Offering”) shall not exceed 4,514,621 $10,000,000 (the “Maximum Offering”). The Company may accept subscriptions until (i) the termination of date the Maximum Offering has been sold to investors; (ii) 12 months after qualification by the SEC, or (iii) the date at which the Offering is earlier terminated by the Company in accordance with its terms sole discretion (the “Termination Date”). The Providing that subscriptions for $500,000 Securities are received (the “Minimum Offering”) and all other requirements for a closing are met, the Company may elect at any time to close all or any portion of this offeringthe Offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
Appears in 1 contract
Sources: Subscription Agreement (Gryphon Online Safety, Inc.)
Subscription. (a) The undersigned (“Subscriber”) 1.1 Subject to the terms and conditions hereof, Subscriber hereby irrevocably subscribes agrees to subscribe for and purchase, and the Company hereby agrees to purchase Series Interests issue and sell to Subscriber, 490,197 shares of Buyer Class A Common Stock at a per share price of $10.20 per share (the “SecuritiesShares”), of YSMD Series Buttonwood 19-3 LLC, a registered series of a Delaware series limited liability company (the “Company”), at a for an aggregate purchase price of $5.00 per membership interest 5,000,009.40 (the “Per Security Purchase Price”). The purchase and sale of the Shares shall occur by the sixtieth (60th) day following the Closing (or if such sixtieth day is not a Business Day, upon by the terms and next occurring Business Day) (the “Outside Date”) (the “Subscription Closing Date”), following the satisfaction or waiver of the conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, at the offices of ▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, or such other place as shall be determined by agreement between the Company and Subscriber.
1.2 On the Subscription Closing Date, (i) the Company shall issue the Shares to Subscriber acknowledges that and cause the Shares to be registered in book-entry form in the name of Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of (or its nominee in accordance with Subscriber’s delivery instructions) on the Company’s acceptance of this subscription that share register maintained by its registrar and transfer agent, and (ii) Subscriber becomes a party shall deliver to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected Company payment of the Purchase Price by wire transfer of immediately available funds to an account specified in whole or in part, at any time prior to a Closing Date (as hereinafter defined), writing by the Company at its sole discretion. Upon prior to the expiration Subscription Closing Date.
1.3 If any change in the Company’s capitalization shall occur between the date hereof and immediately prior to the Subscription Closing Date by reason of the period specified in Subscriber’s state for notice filings before sales may be made in such stateany reclassification, if anyrecapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend, the subscription may no longer number and type of Shares issued to Subscriber shall be revoked at appropriately adjusted to reflect such change.
1.4 The parties hereby agree that the option Shares shall constitute “Registrable Securities,” and for the avoidance of the Subscriber. In additiondoubt shall not constitute “TVAC Shares,” under that certain Amended and Restated Registration and Stockholder Rights Agreement, by and among the Company, at its sole discretion, may allocate to Subscriber only a portion and certain stockholders of the number Company and unitholders of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejectedInspirato, Subscriber’s payment (or portion thereof if partially rejected) will to be returned to Subscriber without interest and all dated as of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 the Closing (the “Maximum OfferingRegistration Rights Agreement”). The Company may accept subscriptions until the termination , as if held by Subscriber as of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale date of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effectRegistration Rights Agreement.
Appears in 1 contract
Sources: Subscription Agreement (Thayer Ventures Acquisition Corp)
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Class B Non-Voting Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCModVans Inc., a registered series of a Delaware series limited liability company corporation (the “Company”), at a purchase price of $5.00 [insert amount] per membership interest share of Class B Non-Voting Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The There is no minimum subscription is $20, or 4 Unitssubscription. The rights and preferences of the membership interest Class B Non-Voting Common Stock are as set forth in the Operating Agreement Certificate of YSMDIncorporation of the Company, LLC and the respective series designation, filed included as Exhibits Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) . Subscriber understands that the Securities are being offered pursuant to an offering circular dated ____________________, 2022 2023 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreementsubscribing to the Offering, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) . The aggregate number of Securities sold shall not exceed 4,514,621 187,500,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) . In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCMMEX Resources Corporation, a registered series of a Delaware series limited liability company Nevada corporation (the “Company”), at a purchase price of Three Cents ($5.00 .03) per membership interest share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold for the Company shall not exceed 4,514,621 One Hundred Million (100,000,000) shares (the “Maximum Offering”). The Company may accept subscriptions until the termination of date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
Appears in 1 contract
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Series Interests Common Stock (the “Securities”), of YSMD Series Buttonwood 19-3 LLCSaddle Ranch Media, Inc., a registered series of a Delaware series limited liability company Utah corporation (the “Company”), at a purchase price of $5.00 0.00024 per membership interest share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights of the membership interest are as set forth in the Operating Agreement of YSMD, LLC and the respective series designation, filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement Statement, including exhibits thereto thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 4,514,621 3,750,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until the termination of date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with its terms applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect with respect to the rejected subscription (or portion thereof)effect, except for Section 5 hereof, which shall remain in force and effect.
Appears in 1 contract